Exhibit 10.1
EMPLOYMENT AGREEMENT
This
Employment Agreement ("Agreement") is entered into on July 5,
2005, by and between Steven L'Heureux, 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 President of the Company's
Solutions Division, and in such other
executive capacities as may be
requested from time to time by the Chief
Executive Officer or 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
July 5, 2006 (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
_nineteen thousand five hundred
eighty-three dollars and thirty three cents
($19,583.33) 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
