Exhibit 10(x)
MANAGEMENT EMPLOYMENT
AGREEMENT
The following is hereby entered into
between Galen S. Lemar (thereafter known as
“Executive”) and Cybex International, Inc. together
with its subsidiary corporations hereinafter known as the
“Company” and having its principal offices at 10
Trotter Drive, Medway, MA 02053.
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1.
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DUTIES AND
RESPONSIBILITIES
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Lemar agrees to hold the position of
President of Cybex Capital Corporation/Sr Vice President of Cybex
International and shall be directly responsible to John Aglialoro,
Chief Executive Officer.
Executive agrees to devote best
efforts to his employment with the Company on a full-time basis. He
further agrees not to use the facilities, personnel or property of
the Company for personal or private business benefit.
Executive will conduct himself in a
professional and ethical manner at all times and will comply with
all company policies as well as all State and Federal regulations
and laws as they may apply to the services, products and business
of the Company.
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a.
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Salary shall be
payable in equal installments as per the Company’s payroll
policy. Salary shall be considered on an annual basis and may be
adjusted based on individual and Company performance, See attached
Exhibit A for current salary.
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b.
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Benefits shall
be the standard benefits of the Company as they shall exist from
time-to-time.
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c.
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Will
participate in the 2008 Management Incentive Bonus Program eligible
for payout in 2009.
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Executive acknowledges that
employment with the Company requires him to have access to
confidential information and material belonging to the Company,
including customer lists, contracts, proposals, operating
procedures, and trade secrets. Upon termination of employment for
any reason, Executive agrees to return to the Company any such
confidential information and material in his possession with no
copies thereof retained. Executive further agrees,
whether
during employment with the Company
or any time after the termination thereof (regardless of the reason
for such termination), he will not disclose nor use in any manner,
any confidential or other material relating to the business,
operations, or prospects of the Company except as authorized in
writing by the Company. The foregoing restrictions shall not apply
to any information which is presently public knowledge or which
becomes public knowledge through a source or sources other than
Executive.
During employment with the Company
and for a period of one year thereafter (regardless of the reason
for termination). Executive agrees he will not directly or
indirectly, in any way for his own account, as employee,
stockholder, partner, or otherwise or for the account of any other
person, corporation, or entity:
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a.
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Engage, within
any geographic area in which the Company is then conducting its
business, in any business segment in which he has actively
participated as an employee of the Company; or
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b.
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Solicit
customers who, during the period of employment, were customers of
the Company or were actively solicited as customers of the Company;
or
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c.
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Offer
employment to any employee of the Company in any capacity
whatsoever, or attempt to induce or cooperate with any other firm
in an attempt to induce an employee of the Company to leave the
employ of the Company; or
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d.
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Attempt or
cooperate with any other firm in an attempt to induce any
independent contractor of the Company to cease providing services
to the Company.
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Executive agrees to promptly
disclose to the Company each discovery, improvement, or invention
conceived, made, or reduced to practice (whether during working
hours or otherwise) during the term of employment. Executive agrees
to grant to the Company the entire interest in all of such
discoveries, improvements and inventions and to sign all
patent/copyright applications or other documents needed to
implement the provisions of this paragraph without additional
consideration. Executive further agrees that all works of
authorship subject to statutory copyright protection developed,
jointly or solely, while employed shall be considered a work made
for hire and any copyright thereon shall belong to the Company. Any
invention, discovery, or improvement conceived, made, or disclosed
during the one-year period following the termination of employment
with the Company shall be deemed to have been made, conceived, or
discovered during employment with the Company.
Executive acknowledges that the only
discoveries, improvements, and other inventions made prior to the
date hereof which have not been filed in the United States Patent
Office are attached as Exhibit B .
Executive hereby assures the Company
that he is not currently restricted by any existing employment,
non-compete agreement or similar agreement that would conflict with
the terms of this Agreement.
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9.
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TERMINATION
AND TERMINATION BENEFITS
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Executive’s employment
hereunder is “at will”, which means that either the
Company or the Executive may terminate such employment at any time,
with or