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Title: |
Employment Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 5KB of 33KB total |
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Price: |
$42 |
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ID: |
#1226279 |
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EMPLOYMENT AGREEMENT
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AGREEMENT made and entered into as of April 4, 2005 between Tulip
Development Laboratory, Inc., a Pennsylvania corporation (the "Company), and
Richard A. Hetherington ("Employee").
W I T N E S S E T H
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WHEREAS, the Employee has entered into on December 13, 2004, a Stock
Purchase Agreement (the "SPA") by and among the Company, Orbit International
Corp. ("Parent"), TDL Manufacturing Inc. ("TDLM") and the respective
shareholders of the Company, including the Employee, and of TDLM, which SPA
provides in Paragraph 9.12 therein, for the Company and the Employee to enter
into an employment agreement; and
WHEREAS, the Company desires to enter into this Employment Agreement with
the Employee and the Employee desires to be employed by the Company on the terms
and conditions set forth in this Employment Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the premises and the
mutual covenants herein contained, hereby agree as follows:
1. Term of Employment.
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(a) Subject to the terms and conditions hereinafter set forth, the
Company shall employ Employee and Employee shall be employed by the Company, for
an employment term commencing as of the date hereof and terminating three years
from the date hereof unless sooner terminated pursuant to the provisions of
Paragraph 8 hereof (the "Initial Term").
(b) At least 90 days prior to the expiration of the Initial Term,
the Employee shall give written notice to the Company of his election to either
extend this Employment Agreement for an additional 2 year period on the same
terms and conditions as set forth in this Employment Agreement (the "Option
Term") or to become a consultant to the Company under terms to be mutually
agreed upon, but not to exceed 40 hours per week (the Initial Term and the
Option Term are collectively referred to herein as the "Term"). At the
expiration of the Initial Term or the Option Term, as the case may be, the
Company shall have no further obligation to the Employee, and the Employee shall
have no further obligation to the Company except with respect to (i) Employee's
obligations to the Company pursuant to Paragraphs 9, 10, 11 and 15; (ii) the
Company's obligations to Employee pursuant to Paragraphs 4-8; and, (iii) any
other obligations the Company may have to Employee and/or Employee may have to
the Company under applicable law governing the relationship of an employer to an
employee and/or an employee to an employer upon and following termination of
such relationship.
2. Scope of Employment. During the Term, Employee shall be employed as
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President and Chief Operating Officer of the Company and of TDLM and shall
perform such duties customarily expected to be performed by such officer. In
addition, Employee shall faithfully render and perform such other reasonable
executive and managerial services as may be assigned to him, from time to time,
by or under the authority of the Board of Directors of the Company or of the
Parent, or by the Chief Executive Officer of the Company. Employee will devote
his full working time and efforts to the business and affairs of the Company, as
now or hereafter conducted, and shall be at all times subject to the direction
and control of the Board of Directors of the Company or of the Parent, or of the
Chief Executive Officer of the Company. Employee shall render such services to
the best of his ability and shall use his best efforts to promote the interests
of the Company. Employee will not engage in any capacity or activity which is,
or reasonably may be, contrary to the welfare, interest or benefit of the
business now or hereafter conducted by the Company.
3. Location of Employment. Employee shall render services primarily at
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the Company's offices that are located in Quakertown, Pennsylvania. During the
Term, the Company shall continue to provide Employee with an office and staff at
the Company's Quakertown offices consistent with the practice of the Company
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