FORM OF EMPLOYMENT AGREEMENT FOR CREIGHTON K. EARLYEmployment Agreement |
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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 Executives 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 Executives employment in accordance with Article IV of this Agreement; or
(c) The date of Executives 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 Executives 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 Companys 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 Companys standard Employee Assignment of Inventions and Non-Disclosure Agreement, and be bound by the terms thereof. As a condition of Executives 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 Executives 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 Executives 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) Executives 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 Executives duties hereunder;
(iii) Executives commission of an act of fraud, whether prior or subsequent to the date hereof, upon the Company;
(iv) Executives willful failure or refusal to perform Executives duties as required by this Agreement; and
(v) Executives 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 Executive of a meeting of the Board of Directors and an open discussion






