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Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into on July
2, 2007, by
and between Garo Sarkissian, an individual ("Executive"), and
CalAmp Corp.,
a Delaware corporation (the "Company").
RECITALS:
A. It is the desire of the Company to assure itself of the
continued
services of the Executive by engaging the Executive to perform
such
services under the terms hereof.
B. The Executive desires to commit himself to serve the Company
on the
terms herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the
respective
covenants and agreements set forth below the parties hereto
agree as
follows:
1. Employment by the Company and Term.
(a) Full Time and Best Efforts. Subject to the terms set forth
herein,
the Company agrees to employ Executive as Vice President,
Corporate
Development of the Company, and in such other executive
capacities as may
be requested from time to time by the Board of Directors of the
Company or
a duly authorized committee thereof, and Executive hereby
accepts such
employment. Executive shall render such other services for the
Company and
corporations controlled by, under common control with or
controlling,
directly or indirectly, the Company, and to successor entities
and
assignees of the Company ("Company's Affiliates") as the Company
may from
time to time reasonably request and as shall be consistent with
the duties
Executive is to perform for the Company and with Executive's
experience.
During the term of his employment with the Company, Executive
will devote
his full time and use his best efforts to advance the business
and welfare
of the Company, and will not engage in any other employment or
business
activities for any direct or indirect remuneration that would be
directly
harmful or detrimental to, or that may compete with, the
business and
affairs of the Company, or that would interfere with his duties
hereunder.
(b) Duties. Executive shall serve in an executive capacity and
shall
perform such duties as are customarily associated with his
position,
consistent with the Bylaws of the Company and as reasonably
required by the
Company's Board of Directors (the "Board") or by the Company's
Chief
Executive Officer.
(c) Company Policies. The employment relationship between the
parties
shall be governed by the general employment policies and
practices of the
Company, including but not limited to those relating to
protection of
confidential information and assignment of inventions, except
that when the
terms of this Agreement differ from or are in conflict with the
Company's
general employment policies or practices, this Agreement shall
control.
(d) Term. The initial term of employment of Executive under
this
Agreement shall begin as of date hereof for an initial term
ending on May
30, 2008 (such period, the "Initial Term"), subject to the
provisions for
termination set forth herein and renewal as provided in Section
1(e) below.
(e) Renewal. Unless either party shall have given the other
notice that
this Agreement shall not be renewed at least thirty (30) days
prior to the
end of the Initial Term, the term of this Agreement shall be
automatically
extended for a period of one (1) year, such procedure to be
followed in
each such successive year. Each extended term shall continue to
be subject
to the provisions for termination set forth herein. Failure by
the company
to renew the agreement shall constitute termination without
cause or
disability and the Executive shall be eligible for severance in
accordance
with section 6 (d) and (f) or if applicable 6 (e) and 6 (f).
2. Compensation and Benefits.
(a) Salary. Executive shall receive for services to be
rendered
hereunder a salary at the rate of Sixteen Thousand Six Hundred
Sixty-Six
Dollars and Sixty-Seven Cents ($16,666.67) per month payable at
least as
frequently as monthly and subject to payroll deductions as may
be necessary
or customary in respect of the Company's salaried employees (the
"Base
Salary"). The Base Salary will be reviewed by and shall be
subject to
adjustment at the sole discretion of the Board of Directors of
the Company
each year during the term of this Agreement.
(b) Participation in Benefit Plans. During the term hereof,
Executive
shall be entitled to participate in any group insurance,
hospitalization,
medical, dental, health, accident, disability or similar plan or
program of
the Company now existing or established hereafter to the extent
that he is
eligible under the general provisions thereof. The Company may,
in its
sole discretion and from time to time, amend, eliminate or
establish
additional benefit programs as it deems appropriate. Executive
shall also
participate in all standard fringe benefits offered by the
Company to any
of its Executive Officers.
(c) Vacation. Executive shall be entitled to a period of annual
vacation
time in accordance with the Company's vacation policy, to accrue
pro rata
during the course of each such twelve-month period. The days
selected for
Executive's vacation must be mutually and reasonably agreeable
to Company
and Executive.
3. Bonuses.
The Executive shall be eligible to participate in the
Company's
employee bonus program in accordance with the terms of such
program (as it
may exist from time to time) and in the discretion of the
committee
administering such program.
4. Stock Awards.
The Executive shall be eligible to participate in the Company's
employee
stock award plans and shall be eligible for award of stock
options or other
stock incentive awards in accordance with the terms of the
Company's stock
award plans and in the discretion of the Committee of the
Board
administering such plans.
5. Reasonable Business Expenses and Support.
Executive shall be reimbursed for documented and reasonable
business
expenses in connection with the performance of his duties
hereunder.
Executive shall be furnished reasonable office space, assistance
and
facilities.
6. Termination of Employment.
The date, on which Executive's employment by the Company ceases,
under any
of the following circumstances, shall be defined herein as the
"Termination
Date."
(a) Termination Upon Death. If Executive dies prior to the
expiration of
the term of this Agreement, the Company shall (i) continue
coverage of
Executive's dependents (if any) under all benefit plans or
programs of the
type listed above in paragraph 2(b) herein for a period of six
(6) months,
and (ii) pay to Executive's estate the accrued portion of any
salary and
vacation earned as of the Termination Date, less standard
withholdings for
tax and social security purposes.
(b) Termination Upon Disability. The Company may terminate
Executive's
employment in the event Executive suffers a disability that
renders
Executive unable to perform the essential functions of his
position, even
with reasonable accommodation, as determined by competent
medical
authority. After the Termination Date, which in this event shall
be the
date upon which notice of termination is given, no further
compensation
will be payable under this Agreement except that Executive shall
be paid
the accrued portion of any salary and vacation earned as of the
Termination
Date, less standard withholdings for tax and social security
purposes.
(c) Termination for Cause.
(i) Termination; Payment of Accrued Salary and Vacation. The
Board may
terminate Executive's employment with the Company at any time
for Cause,
immediately upon notice to Executive of the circumstances
leading to such
termination for Cause. In the event that Executive's employment
is
terminated for Cause, Executive shall receive payment for all
accrued
salary and vacation earned through the Termination Date, which
in this
event shall be the date upon which notice of termination is
given. The
Company shall have no further obligation to pay severance of any
kind
whether under this Agreement or otherwise nor to make any
payment in lieu
of giving notice of such termination.
(ii) Definition of Cause. "Cause" means the occurrence or
existence of
any of the following with respect to Executive, as determined by
a majority
of the directors of the Board: (a) unsatisfactory performance
of
Executive's duties or responsibilities, provided that the
Company has given
Executive written notice specifying the unsatisfactory
performance of his
duties and responsibilities and afforded the Executive
reasonabl
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