Exhibit 10.2
EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“Agreement”) is made and entered into between Cyalume
Technologies, Inc., a Delaware Corporation (the
“Company”), and Michael Bielonko, (the
“Employee”).
WHEREAS, the Company desires to employ Employee
as Chief Financial Officer (CFO) of the Company, and Employee
desires to accept such employment upon the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the premises
and the mutual covenants contained herein, the parties hereto agree
as follows:
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TERM . This Agreement shall be for an
initial term of three years, beginning on May 15, 2009. The
Agreement shall continue for successive one-year periods thereafter
unless and until terminated by either party upon thirty days’
written notice prior to the Agreement’s
anniversary/expiration date, or until terminated pursuant to
Section 8 of this Agreement.
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Duties . Employee shall be employed as
CFO. Employee’s duties shall be such executive,
managerial, administrative, and professional duties as are
commensurate with the position of CFO, and as shall be assigned by
the President and Chief Operating Officer or the Board of Directors
of the Company, or by their authorized designees. The Employee may
delegate duties to other employees of the Company as he reasonably
determines is in the best interest of the Company, consistent with
the general authority and power given to him
hereunder. The principal place of employment of Employee
shall be at the Company’s executive offices in West
Springfield, Massachusetts.
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Exclusive
Employment . Employee
shall devote the whole of his business time, attention and
abilities to carrying out his duties hereunder.
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Loyal and
Conscientious Performance . Employee agrees that to the best of his
ability and experience, and in compliance with all applicable laws
and the Company’s policies, Certificate of Incorporation and
Bylaws, as they may be amended from time to time, he will at all
times loyally and conscientiously perform all the duties and
obligations required of him by the terms of this Agreement.
Employee further agrees he shall use his best efforts to promote
the interests and reputation of the Company and its affiliates and
not do anything which is to the detriment of the Company or its
affiliates.
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COMPENSATION
AND BENEFITS .
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Salary . For all the services to be rendered by
Employee in any capacity hereunder, the Company shall pay Employee,
in equal installments consistent with the Company’s practices
for its employees, salary and compensation as set forth in
Schedule 1 attached to this Agreement and incorporated
herein. The Company shall have the ability to withhold from the
compensation otherwise due to Employee under this Agreement any
amounts required to be withheld from compensation from time to time
under applicable law.
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In the event
Employee’s employment with the Company is terminated by the
Company other than as a result of death, disability (as defined in
Section 8(a)(ii)), retirement or for “cause” (as
defined in Section 8(a)(iii)), or if Employee’s employment
with the Company is terminated by Employee for the reason set forth
in Section 8(d), and upon execution by Employee of a separation
agreement prepared by the Company, the Company will pay Employee,
at normal payroll intervals for twelve (12) months, a sum equal to
the Employee’s annual Base Salary in effect at the time of
termination hereunder, less applicable deductions and
withholdings.
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If, upon a
Change of Control, or as a consequence of the Change of Control
prior to the Change of Control, or within twelve (12) months
following a Change of Control, the Employee’s employment is
terminated without “cause” or if the Employee
terminates his employment for Good Reason, and upon execution by
Employee of a separation agreement prepared by the Company, the
Employee will be entitled to receive, in addition to the severance
benefit set forth in Section 3(b)(i), a severance benefit equal to
twelve (12) months of his Base Salary, less applicable deductions
and withholdings, payable in full on the date of Employee’s
termination. For purposes of this provision, the
following definitions will apply:
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A “Change
of Control shall mean (1) any consolidation, merger or amalgamation
of the Company with or into any other corporation whereby the
voting shareholders of the Company immediately prior to such event
receive less than fifty percent (50%) of the voting shares of the
consolidated, merged or amalgamated corporation; (2) a sale by the
Company of all or substantially all of the Company’s assets;
or (3) any transaction or series of transactions having, directly
or indirectly, the same effect as any of the foregoing ; (4)
any transaction or series of transactions that result in a material
diminution of the Employee’s title or duties.
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A termination
for “cause” shall mean those reasons defined in
Sections 8(a)(i), 8(a)(ii) and 8(a)(iii).
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A termination
for “Good Reason” shall mean (1) a material diminution
in the Employee’s title or duties or assignment to the
Employee of materially inconsistent duties; (2) a reduction in the
Employee’s Base Salary except for reductions applicable to
all management; or (3) a relocation of Employee’s principal
place of employment of a distance in excess of fifty (50) miles
unless such relocation is effected at the request of Employee or
with the Employee’s approval. There shall be no
termination for Good Reason without written notice from the
Employee describing the basis for the termination and the Company
(or a successor) having a reasonable period to cure.
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In the event
that Employee elects to terminate this Agreement for any reason
other than that set forth in Sections 3(b)(ii)(C)
or 8(d), or in the event that this Agreement is
terminated due to Employee’s death or disability, the Company
shall not be obligated to pay to Employee any severance payments
whatsoever and Employee shall be entitled only to that Base Salary
and those benefits which he has earned through the date of such
termination.
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Fringe
Benefits . So long as
Employee remains in the employ of the Company, Employee shall be
provided those benefits set forth in Schedule 1 to this
Agreement. Employee shall also receive such additional benefits as
may be authorized from time to time by the Company’s Board of
Directors.
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NONCOMPETITION BY EMPLOYEE
.
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During the term
of this Agreement and for a period of two (2) years after Employee
has ceased to be employed by Company for any reason, Employee shall
not, without the prior written consent of a duly authorized officer
of Company, directly or indirectly (i) engage in the business of,
or (ii) assist or have an interest in (whether as proprietor,
partner, investor, stockholders, officer, director or any type of
principal whatsoever), or (iii) enter the employment of or act as
an agent, advisor, or consultant to any person, firm, partnership,
association, corporation, business organization, entity or
enterprise that is, or is to become, directly or indirectly,
engaged in any business actually or potentially competitive with
that of Company in any area or territory in which Company offers
its services or products.
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During the term
of this Agreement, and for a period of two (2) years after Employee
has ceased to be employed by Company for any reason, Employee shall
not, without the prior written consent of a duly authorized officer
of Company, solicit from any person, company, firm or organization,
or any affiliate of the foregoing, which was or is a client or
associated firm of Company or which Company was soliciting as a
client or associated firm of Company during any of the twelve (12)
months immediately preceding the termination or expiration of the
Agreement, any business substantially similar to that done by
Company, including but not limited to any business Employee was
soliciting or on which he worked while employed by
Company.
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CONFIDENTIALITY . Employee acknowledges, understands and agrees
that all trade secrets and information relating to the business of
the Company and/or its affiliates, including without limitation,
procedures, product information, manufacturing techniques or
processes, expertise, records, customer or prospect lists and
information, vendor lists and information, supplier lists and
information, internal operating forms, financial information or
accounting methods, systems, books, manuals, employee information,
any confidential information concerning the business, the Company,
its affiliates, or the business, policies or operations of the
business, the Company or its affiliates which Employee may have
learned, possessed or controlled on or prior to the date hereof or
which Employee may learn, possess or control during the term of
Employee’s continued employment by the Company or any of its
affiliates (as an employee, consultant, agent or otherwise)
(collectively, “Trade Secrets”) are confidential and
shall remain the sole and exclusive property of the Company and its
affiliates. Trade Secrets include both written information and
information not reduced to writing. Except as may be required
pursuant to any law or the order of a court, or except as may be
public knowledge (which shall not have become public knowledge as a
result of any action of Employee), Employee shall not, at any time,
retain, duplicate, remove from the business premises of Company or
any of its affiliates, make use of, other than in the ordinary
course of fulfilling his duties as an employee of the Company,
divulge or otherwise disclose, directly or indirectly, any Trade
Secrets. Employee shall not publish or disclose, and shall exercise
his best efforts to prevent others from publishing or disclosing,
any Trade Secrets and he shall not use or attempt to use any such
knowledge or information which he may have or acquire in any manner
which may injure or cause loss, whether directly or indirectly, to
the Company or its affiliates or use his personal knowledge or
influence over any customers, clients, suppliers or contractors of
the Company or its affiliates so as to take advantage of the
Company’s or its affiliate’s trade or business
connections or utilize information confidentially obtained by
him.
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NON-SOLICITATION . Employee hereby covenants and agrees that, at
all times during his employment with the Company and for a period
of two (2) years immediately following his termination for any
reason, Employee shall not employ or seek to employ any person
employed at the time by the Company or any of its affiliates, or
otherwise engage or entice, either directly or indirectly, such
person to leave such employment.
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The
restrictions set forth in Sections 4, 5 and 6 shall extend to any
and all activities of the Employee, whether alone or together with
or on behalf of or through any other person or entity.
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Employee’s obligations under Sections 4, 5
and 6 shall survive termination of this Agreement and of
Employee’s employment with the Company.
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Employee
acknowledges that the restrictions contained in Sections 4, 5 and
6, in view of the nature of the business in which Company is
engaged, are reasonable and necessary to protect the legitimate
interests of Company. Employee understands that the
remedies at law for his violation of any of the covenants or
provisions of Sections 4, 5 and 6 will be inadequate, that such
violations will cause irreparable injury within a short period of
time, and that Company shall be entitled to preliminary
injunctive
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