Exhibit 10.7
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT
AGREEMENT (the "Agreement") is entered into as of the
30th day of October, 2003, by and between Susie L. Nemeti ("Employee") and
Optical Communication Products, Inc., a
California corporation ("Company").
RECITALS:
1. The Company has been formed for the purpose of developing,
manufacturing and selling optical
communication interface components and
subsystems for use in optical fiber
interface components and subsystems for use
in optical fiber communications
systems.
2. Employee has previous experience in the businesses conducted and
to
be conducted by the Company and is a
stockholder of the Company.
COVENANTS:
In consideration of the recitals and mutual covenants contained
herein, the parties agree that:
1. The Company will employ Employee to serve as Chief Financial
Officer, Secretary, and Vice President of
Finance and Administrative, in
connection with the Company's operations
and Employee does hereby accept such
employment, all subject to the terms and
provisions of this Agreement. Employee
represents that she is legally free to
enter into this agreement and that it
does not conflict with any of her duties or
obligations to any other person and
that she is not in any way restricted by
any duties or obligations to any other
person from contributing her full knowledge
and talents to the Company in
performing her duties hereunder.
2. This Agreement shall have an initial one-year term, which shall
be
automatically renewed each year unless the
Company, upon thirty (30) days prior
written notice, notifies Employee of its
intent not to renew the Agreement, with
the consequences hereinafter set forth.
Notwithstanding the foregoing, the
Company or the Employee may at any time
terminate this Agreement and the
employment relationship on thirty (30)
days' prior written notice to the other,
with the consequences hereinafter set
forth.
3. During the year ending 2004, the Company agrees to
compensate
Employee (from the commencement of this
Agreement) at the rate of not less than
$190,000 per year from which the Company
shall withhold and deduct all
applicable federal and state income, social
security and disability taxes as
required by applicable laws. Thereafter,
Employee's annual compensation shall be
subject to annual review and shall be
established by the Board of Directors of
the Company, but in no event shall
Employee's minimum compensation be reduced
below $190,000 per year. Such compensation
shall be payable every two weeks or
on such other basis as the Company may
establish.
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4. Annual bonuses may be paid to Employee in the discretion of
the
Company's Board of Directors, but this
paragraph should not be construed as
creating any duty on the part of the
Company to declare or pay any bonuses to
Employee.
5. Employee agrees to devote her entire working time, attention
and
energies to the business of the Company and
agrees to perform such reasonable
responsibilities and duties as may be
assigned to her from time to time by the
Company's Board of Directors, which shall
be consistent with her position as
Chief Financial Officer, Secretary, and
Vice President of Finance and
Administrative. In no event shall the
Employee be precluded from activities in
professional societies, or from lecturing
or writing in areas of her
professional expertise, for reasonable
periods and Employee shall be entitled to
retain honoraria, publication royalties and
similar compensation paid as a
result of such activities.
6. Employee shall be entitled to reimbursement by the Company for
such
customary, ordinary and necessary business
expenses as are incurred by her in
the performance of her duties and
activities associated with promoting or
maintaining the business of the Company.
All expenses as described in this
paragraph will be reimbursed only upon
presentation by Employee of such
documentation as may be reasonably
necessary to substantiate that all such
expenses were incurred in the performance
of her duties.
7. Upon the termination of Employee's employment with the Company
and
the concurrent or subsequent sale or other
disposition by the Employee of all of
Employee's shares of stock in the Company,
Employee agrees to refrain from
carrying on a business similar to Company's
business within any county or
counties in which Company has done and
continues to do business, for a period of
twelve months or, if Employee's employment
is terminated pursuant to Paragraph
12 (e) or 12 (f), then for as long as the
Employee receives salary payments from
the Company.
8. As a condition of employment under this Agreement, Employee
shall
execute the "Proprietary Rights and
Confidentiality Agreement" attached hereto
as Exhibit A and made a part hereof by this
reference.
9. During the term of this Agreement, Employee will undertake
no
planning for or organization of any
business activity competitive with the work
she performs as an employee of the Company,
and Employee will not combine or
conspire with other employees of the
Company for the purpose of organization of
any such competitive business activity.
Employee acknowledges that she has no
confidentiality obligations whatsoever
continuing to any previous employer and
relating to the business or proposed
business of the Company.
10. Employee agrees to execute any and all documents and take any
and
all other actions necessary or desirable
for the assignment to the Company of
all of her interests in any patents or
patentable ideas developed by her, alone
or in conjunction with others, in the
course of her employment by the Company.
11. The parties hereto agree and acknowledge that many of the
rights
conveyed by this Agreement are of a unique
and special nature and that the
Company will not have an adequate remedy at
law in the event of failure of
Employee to abide by its terms and
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conditions, nor will money damages
adequately compensate for such injury. It is,
therefore, agreed between the parties that
in the event of breach by Employee of
Employee's agreement contained in
paragraphs 7, 8, or 9 of this Agreement, the
Company shall have the rights, among other
rights, to damages sustained thereby
and to a preliminary or permanent
injunction to restrain Employee from the
prohibited acts. Employee agrees that this
Paragraph (and Paragraphs 7, 8 and 9
as and to the extent referred to in this
paragraph) shall survive the
termination of her employment for a period
of twelve months or, if Employee's
employment is terminated pursuant to
Paragraph 12(e) or 12(f), then for as long
as the Employee receives salary payments
from the Company. Nothing herein
contained shall in any way limit or exclude
any and all other rights granted by
law or equity to the Company.
12. a. If the Company provides notice to Employee of its intent not
to
renew the Agreement, as provided in
Paragraph 2 of the Covenants to this
Agreement, Employee shall be entitled to
payment of an amount equal to
Employee's salary and benefits at the time
of termination for a period of twelve
months from the date of termination. Other
than payment of this amount, the
Company shall have no further obligation to
pay Employee any compensation or
benefits whatsoever.
b.
This Agreement shall be terminated upon the death of Employee.
In such event, Employee shall be entitled
to payment of Employee's sal
