EXHIBIT 10.19
EMPLOYMENT AGREEMENT
WITH
MICHAEL J. HARTNETT
This Employment Agreement (the
“Employment Agreement”) is dated as of this 18th day of
December, 2000 (the “Commencement Date”), and made
between Roller Bearing Company of America, Inc., a Delaware
corporation (“Employer” or the “Company”),
and Michael J. Hartnett Ph.D. (“Employee”). Employer
hereby employs Employee and Employee hereby accepts employment, on
the terms and conditions hereinafter set forth.
1.
DEFINITIONS.
As
used in this Agreement, and unless the context requires a different
meaning, the following terms shall be defined as
follows:
“Competing Business” means any
business or commercial activity (including, without limitation,
research and development) that is carried on in any material
respect during the Term by Employer or any of Employer’s
Affiliates.
“Person” means any natural person,
partnership, corporation, trust, company or other
entity.
“Territory” means the geographical
area in which the Employer or any of Employer’s Affiliates
engages in any business (other than an insignificant amount of
business).
2.
TERM.
Subject to the terms and conditions of this
Agreement, the Company shall employ Employee as its President and
Chief Executive Officer, for a term commencing on the Commencement
Date hereof and continuing until December 17, 2005 unless
earlier terminated pursuant to the provisions of Section 7
hereof (the “Term”).
3.
DUTIES.
(a)
During the Term, Employee agrees to serve Employer as its
President, Chief Executive Officer and Chairman of its Board of
Directors (the “Board”), reporting to the Board, and in
such other executive capacities as may be requested from time to
time by the Board or a duly authorized committee thereof; provided
that (i) Employee’s duties shall at all times be limited
to those commensurate with the foregoing offices, and
(ii) Employee shall not be obligated, without his consent, to
relocate his principal office location from Fairfield, Connecticut
(or the surrounding area), although the foregoing limitation is not
intended to limit Employee’s requirement, in the normal
course of business, to travel to the Employer’s other
business locations. Employee shall serve, if elected, as a member
of the Board, and shall render similar such services for
corporations directly or indirectly controlled by Employer or by
Roller Bearing Holding Company, Inc. (“Employer’s
Affiliates”) as Employer may from time to time
reasonably
request (but only such services as shall be consistent with the
duties Employee is to perform for Employer and with
Employee’s stature and experience). All duties and services
contemplated by this Section 3 are hereinafter referred to as
the “Services.”
(b)
During the Term, Employee will devote his full business time and
attention to, and use his good faith efforts to advance, the
business and welfare of Employer; provided that the foregoing shall
not restrict Employee’s rights to engage in passive
investment activities, to serve on the boards of directors of other
entities (so long as such activities are not violative of
Section 4 below), or to engage in civic and other similar
activities.
4.
CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE.
(a)
Employee hereby agrees that, during the Term and thereafter, he
will not disclose to any Person, or otherwise use or exploit in
competition with Employer or Employer’s Affiliates, any of
the proprietary or confidential information or knowledge treated by
the Employer or Employer’s Affiliates as confidential,
including without limitation, trade secrets, processes, records of
research, information included in proposals, reports, methods,
processes, techniques, computer software or programming, or budgets
or other financial information, regarding Employer or
Employer’s Affiliates, its or their business, properties or
affairs obtained by him at any time (i) during the Term or
(ii) during any employment of Employee with the Employer or
any of Employer’s Affiliates prior to the Commencement Date
(“Prior Employment”), except to the extent required to
perform the Services; PROVIDED that the foregoing shall not apply
to: (A) information in the public domain other than by reason
of a violation of this Agreement by Employee, or
(B) information that Employee is compelled to disclose by
operation of law or legal process (so long as Employee provides
Employer with prior notice of any such compelled disclosure and an
opportunity to defend against such disclosure), or
(C) information generally known to Employee by reason of his
particular expertise that is not specific to the Employer.
(b)
Employee hereby agrees that during the Term and for a period of two
years thereafter (the “Non-Compete Term”), he will not
(i) engage in or carry on, directly or indirectly, any
Competing Business in any Territory in which such Competing
Business is then engaged in by the Employer or Employer’s
Affiliates, (ii) allow his name to be used by any Person
engaged in any Competing Business, (iii) invest in, directly
or indirectly, any Person engaged in any Competing Business, or
(iv) serve as an officer or director, employee, agent,
associate or consultant of any Person engaged in a Competing
Business (other than Employer or any Employer’s Affiliate).
Notwithstanding the foregoing, the Non-Compete Term shall be only
the Term hereof in the event Employee’s employment hereunder
is terminated by the Employer hereunder without cause (as provided
in Section 8(c) below). Subject to
Section 3(b) hereof, nothing herein shall prohibit the
Employee from (A) investing in any business that is not a
Competing Business or (B) investing in a publicly-held entity
if such investment (individually or as part of a group) is limited
to not more than five percent (5%) of the outstanding equity issue
of such entity.
(c)
All intellectual properties developed by Employee during the Term
or during any Prior Employment and related to the business (or
foreseeable business prospects) of
2
the Employer
shall be for the account of the Employer. Employee agrees to enter
into such agreements (including transfer documents) as may be
reasonably required by Employer to confirm the
foregoing.
(d)
Employee shall not, during the Non-Compete Term, directly or
indirectly, solicit or induce or attempt to solicit or induce any
affiliate, director, agent, or employee of Employer or any of
Employer’s Affiliates or contractor then under contract to
the Employer, to terminate his, her or its employment or other
relationship for the purpose of entering into an employment or
other relationship with any of the Employer’s competitors or
for any other purpose or no purpose. Employee shall not, during the
Non-Compete Term, directly or indirectly, solicit or induce or
attempt to solicit or induce any customer or supplier of Employer
or of any of Employer’s Affiliates to terminate his, her or
its relationship for the purpose of entering into a similar
relationship with any competitors of Employer or Employer’s
Affiliates or for any other purpose or no purpose.
(e)
Employee agrees that the remedy at law for any breach by him of any
of the covenants and agreements set forth in this Section 4
will be inadequate and will cause immediate and irreparable injury
to Employer and that in the event of any such breach, Employer, in
addition to the other remedies which may be available to it at law,
shall be entitled to obtain injunctive relief prohibiting him
(together with all those persons associated with him) from the
breach of such covenants and agreements.
(f)
The parties hereto intend that the covenants and agreements
contained in this Section 4 shall be deemed to include a
series of separate covenants and agreements, one for each and every
county of the states in which the Employer or any of the
Employer’s Affiliates does business. If, in any judicial
proceeding, the duration or scope of any covenant or agreement of
Employee contained in this Section 4 shall be adjudicated to
be invalid or unenforceable, the parties agree that this Agreement
shall be deemed amended to reduce such duration or scope to the
extent necessary to permit enforcement of such covenant or
agreement, such amendment to apply only with respect to the
operation of such covenant and agreement in the particular
jurisdiction in which such adjudication is made.
5.
INDEMNIFICATION.
Employer hereby agrees to indemnify Employee to
the maximum extent permitted by Delaware law at the time of the
assertion, against any liability against Employee arising out of or
relating to his status as an employee acting within the course and
scope of employment, officer or director of Employer or any
Employer’s Affiliate at any time during the Term, whether
such liability is asserted during or after the Term.
6.
BASE SALARY AND BENEFITS.
During the Term, Employer shall pay Employee a
salary at the rate of thirty-seven thousand five hundred dollars
($37,500) per month payable at least as frequently as monthly and
subject to payroll deductions as may be necessary or customary in
respect of Employer’s salaried employees
(“Ba
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