EXHIBIT 10.21
FORM OF EMPLOYMENT AGREEMENT FOR
CREIGHTON K. EARLY
This Employment Agreement
(“Agreement”) is made and entered into by and between
DPAC Technologies Corp., a California corporation (the
“Company”) and Creighton Early, an individual
(“Executive”), effective as of the Effective Date as
defined in the Agreement and Plan of Reorganization dated April
, 2005 (“Merger
Agreement”) among the Company, Quatech, Inc. and Acquisition
Sub, as defined in the Merger Agreement. In consideration of the
mutual covenants and agreements set forth herein, receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
EMPLOYMENT
The Company hereby employs Executive and
Executive accepts employment with the Company upon the terms and
conditions herein set forth.
1. Employment . The Company
hereby employs Executive, and Executive agrees to serve, as the
Chairman of the Board of the Company, reporting to the Board of
Directors of the Company, commencing on the Effective Date and
thereafter during the term of this Agreement. In the event the
Effective Date does not occur and the Merger Agreement is
terminated, this Agreement shall be null and void and of no force
or effect whatsoever. Executive agrees to perform such usual and
customary duties of such office as may be delegated to Executive
from time to time by the Board of Directors of the Company.
Executive agrees to devote substantially Executive’s full
business time and attention and best efforts to the affairs of the
Company during the term of this Agreement.
1.2 Term . The term of
employment of Executive hereunder will be for the period commencing
on the date of this Agreement and ending on the earliest
of:
(a) December 31, 2006;
(b) The date of termination of
Executive’s employment in accordance with Article IV of this
Agreement; or
(c) The date of Executive’s
death.
ARTICLE II
COMPENSATION
1.2 Base Salary . Effective
on and after the Effective Date and thereafter during the
employment of Executive, the Company shall pay Executive a base
salary at the rate of $180,000 per year.
2.2 Auto Allowance. Executive
shall receive an automobile allowance of $750 per month.
2.3 Annual Incentive Compensation
Program . Executive shall be eligible to participate in any and
every annual incentive compensation program of the Company, at a
level commensurate with other Company senior executives, as
established by the Board of Directors of the Company from time to
time.
2.4 Reimbursement of Expenses
. Executive shall be entitled to receive prompt reimbursement of
all reasonable expenses incurred by Executive in performing
services hereunder, including all expenses of travel, mobile
phones, business entertainment and living expenses while away from
home on business at the request of, or in the
service of, the Company, provided that such
expenses are incurred and accounted for in accordance with the
policies and procedures established by the Company.
2.5 Benefits . Executive
shall be entitled to participate in or be covered by, as the case
may be, all health, insurance, pension, disability insurance,
physical exam and other employee plans and benefits established by
the Company (collectively referred to herein as the “Benefit
Plans”) on the same terms as are generally applicable to
other senior executives of the Company, subject to meeting
applicable eligibility requirements.
2.6 Vacations and Holidays .
During Executive’s employment with the Company, Executive
shall be entitled to an annual vacation leave at full pay, such
vacation to be four weeks in each year of the term hereof or such
greater vacation benefits as may be provided for by the
Company’s vacation policies applicable to senior executives,
as established by the Board of Directors of the Company from time
to time. Executive shall be entitled to such holidays as are
established by the Company for all employees.
ARTICLE III
NON-COMPETITION, CONFIDENTIALITY AND
NONDISCLOSURE
3.1 Confidentiality Agreement
. Concurrently with the execution of this Agreement, Executive will
execute and deliver Company’s standard Employee Assignment of
Inventions and Non-Disclosure Agreement, and be bound by the terms
thereof. As a condition of Executive’s employment hereof,
Executive agrees that all references to “Company” in
the Employee Invention and Non-Disclosure Agreement shall be deemed
to include the Company as well as Quatech, Inc. and any other
subsidiary, direct or indirect, of the Company.
3.2 No Violation of Other
Agreements . Executive represents that Executive’s
performance of all the terms of this Agreement and as an employee
of the Company does not and will not breach any agreement to (i)
not compete or interfere with the business of a former employer
(which term for purposes of this Section 3.3 shall also include
persons, firms, corporations and other entities for which Executive
has acted as an independent contractor or consultant), (ii) not
solicit employees, customers or vendors of any former employer, or
(iii) keep in confidence proprietary information acquired by
Executive in confidence or in trust prior to Executive’s
employment with the Company. Executive represents and warrants to
and covenants with the Company that Executive will not bring to the
Company any materials or documents of a former employer containing
confidential or proprietary information that is not generally
available to the public, unless Executive shall have obtained
express written authorization from any such former employer for
their possession and use.
ARTICLE IV
TERMINATION
4.1 Definitions . For
purposes of this Article IV, the following definitions shall apply
to the terms set forth below:
(a) Cause .
“Cause” shall be defined as follows:
(i) Executive’s conviction of,
or guilty plea to, any felony (whether or not involving the
Company) which constitutes a crime of moral turpitude or which is
punishable by imprisonment in a state or federal correctional
facility;
(ii) Actions by Executive during the
term of this Agreement involving willful malfeasance or gross
negligence in the performance of Executive’s duties
hereunder;
(iii) Executive’s commission
of an act of fraud, whether prior or subsequent to the date hereof,
upon the Company;
(iv) Executive’s willful
failure or refusal to perform Executive’s duties as required
by this Agreement; and
(v) Executive’s willful
violation of any reasonable rule or regulation of the Board of
Directors applicable to all senior executives if such violation is
not cured promptly following notice to Executive.
For purposes of items (i) through
(v) above, a conviction or the commission or omission of any act of
Executive described therein shall not be deemed to constitute
“Cause” unless a majority of the Board of Directors
affirmatively votes to deem it to be material and to constitute
“Cause” for purposes hereof, following five (5)
business days’ notice to
