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Suntron Corp – ‘S-4/A’ on 12/18/01 – EX-10.10

On:  Tuesday, 12/18/01   ·   Accession #:  912057-1-543807   ·   File #:  333-72992

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/18/01  Suntron Corp                      S-4/A                 14:3.4M                                   Merrill Corp/FA

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of          HTML   2.05M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                HTML     13K 
 7: EX-10.10    Material Contract                                   HTML     59K 
 8: EX-10.11    Material Contract                                   HTML    193K 
 9: EX-10.14    Material Contract                                   HTML    167K 
 3: EX-10.3     Material Contract                                   HTML     63K 
 4: EX-10.6     Material Contract                                   HTML    140K 
 5: EX-10.7     Material Contract                                   HTML    615K 
 6: EX-10.8     Material Contract                                   HTML    152K 
10: EX-23.3     Consent of Experts or Counsel                       HTML      9K 
11: EX-23.4     Consent of Experts or Counsel                       HTML      9K 
12: EX-23.5     Consent of Experts or Counsel                       HTML      9K 
13: EX-23.6     Consent of Experts or Counsel                       HTML      9K 
14: EX-99.1     Miscellaneous Exhibit                               HTML     11K 


EX-10.10   —   Material Contract


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Prepared by MERRILL CORPORATION  

EXHIBIT 10.10

EMPLOYMENT AGREEMENT

    THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of March 9, 2000 (the "Effective Date"), by and between K*TEC Electronics Corporation, a Delaware corporation (the "Company"), and Raymond M. Gibbons ("Employee").

WITNESSETH

    WHEREAS, the Company desires to retain Employee to provide services to the Company and the Employee desires to provide services to the Company upon the terms and conditions hereinafter set forth; and

    WHEREAS, the Company desires to entrust Employee with access to certain Confidential Information (as hereinafter defined), including, without limitation, information concerning the Company's business and the relationships between the Company and their respective customers, but only if Employee agrees and covenants not to use or disclose such Confidential Information in competition with the Company; and

    WHEREAS, Employee recognizes that the Company will not entrust such Confidential Information to him unless he agrees to the terms of this Agreement;

    WHEREAS, the Company and Employee recognize that the agreements and covenants contained in this Agreement are essential to protect the business of the Company and its Confidential Information.

AGREEMENT

    NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:

    1.  Employment.  Upon the terms and subject to the conditions contained in this Agreement, the Company hereby employs Employee, and Employee hereby accepts such employment, upon such terms and subject to such conditions.

    2.  Duties and Authority.  

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    3.  Term and Termination.  

    As used in this Agreement, the term "Cause" means (i) the substantial inability of or failure by Employee to perform his duties under this Agreement (other than by reason of illness, injury or incapacity), including without limitation, Employee's failure to meet established target and/or plan expectations; (ii) a material act by the Employee, involving the Company or its Affiliates, of dishonesty or breach of fiduciary duty involving personal profit, willful violation or allegation of violation of any criminal law involving moral turpitude, or action aiding or abetting a competitor, supplier, or customer of the Company or its Affiliates to the disadvantage of the Company or its Affiliates; (iii) substance or alcohol abuse by Employee that impairs his ability to perform his duties as determined by a physician retained by the Company, or the refusal of Employee to submit to an examination by any such physician; (iv) Employee's insubordination or disruptive influence; (v) Employee's commission of any act of fraud, misappropriation or other illegal act; (vi) Employee's willful and persistent failure or refusal to follow reasonable policies, directives, or orders established by the Company; (vii) Employee's commission of acts amounting to gross negligence or willful misconduct to the detriment of the Company or its Affiliates; or (viii) Employee's breach of any material covenant or agreement under this Agreement.

    Notwithstanding anything to the contrary herein, if Employee's employment with the Company is terminated solely for Cause specified in Section 3(b)(i), Employee will be entitled to receive as severance compensation six months Base Salary. At the Company's election, such severance compensation may be paid, subject to applicable withholding requirements, in a lump-sum cash payment on or prior to the effective date of the termination or in installments in accordance with the Company's regular payroll practices.

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    The term "disability" shall mean any physical or mental impairment or condition resulting from an injury or illness which shall render Employee incapable of performing the essential functions of his position with reasonable accommodation from the Company for 90 days out of any 120 day period.

3


    The term "Competitive Business" means any type of business that provides contract manufacturing, assembly or other services as conducted by the Company at any time before the execution of this Agreement, including, without limitation, the manufacture or assembly of electronic interconnect assemblies, printed circuit board assemblies, sheet metal fabrication, powder painting, plastic injection molding, specially fabricated battery power packs and final system integration (box build).

    Notwithstanding anything to the contrary herein, this Section 7 shall not apply in the event Employee's employment with the Company is terminated by the Company without Cause as set forth in Section 3.2(c) hereof.

    8.  No Disparagement; Confidentiality and Non-Disclosure.  

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    9.  Non-Hiring and Non-Solicitation Covenants.  During the period commencing on the date hereof and ending one (1) year after the effective date of termination of the Employee's employment with the Company (the "Non-Solicitation Period"), Employee shall not, directly or indirectly, hire or retain, or offer to hire or retain, as director, officer, employer, employee, partner, consultant, independent contractor or otherwise, any person or entity who at the time of the solicitation or offer by Employee, or within 180 days prior thereto, was employed or was engaged as a consultant or independent contractor or otherwise by the Company or any Affiliate thereof, or solicit or encourage any person or entity to terminate his, her or its position with the Company or any Affiliate thereof unless the Company or such Affiliate gives such person or entity its prior written consent to such employment, retention or offer of employment or retention. In addition, except on behalf of the Company or its Affiliates, during the Non-Solicitation, Period Employee shall not, directly or indirectly, compete for or solicit any of the business conducted by the Company or its Affiliates from any customer of the Company or its Affiliates, induce any customer of the Company or its Affiliates to patronize any other company or business organization engaged in any of the businesses conducted by the Company or its Affiliates, or request or advise any customer of the Company or its Affiliates to withdraw, curtail or cancel any such customer's business with the Company or its Affiliates.

    10.  Proprietary Information.  Employee agrees to promptly and freely disclose to the Company in writing any and all ideas, conceptions, inventions, improvements, suggestions for improvements, discoveries, formulae, processes, designs, software, hardware, circuitry, diagrams, copyrights, trade secrets, and any other proprietary, information (collectively, "Proprietary Information"), whether patentable or not, which are conceived, developed, and made or acquired by Employee, alone or jointly with others, during the period of his employment by the Company, or using the Company's time, data, facilities, and/or materials, and which are related to the products, business, or activities of the Company or its Affiliates or which Employee conceives, develops, makes, or acquires as a result of his employment by the Company, and Employee agrees to assign and hereby does assign all of his right, title, and interest therein to the Company. Whenever requested to do so by the Company, Employee will execute applications, assignments, or other instruments which the Company deems necessary to apply for and obtain letters patent or copyrights of the United States or any foreign country, to otherwise protect the Company's interest in any Proprietary Information, or to vest title to any Proprietary Information in the Company. These obligations shall continue beyond the expiration or termination of Employee's employment, regardless of the reason for such termination, with respect to

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any Proprietary Information conceived, developed, made, or acquired by Employee during the period of his employment and shall be binding upon Employee's assigns, executors, administrators, and other legal representatives.

    11.  Conflicts of Interest.  In keeping with Employee's fiduciary duties to the Company, Employee agrees that while employed by the Company he will not, acting alone or in conjunction with others, directly or indirectly, become involved in a conflict of interest or, upon discovery thereof, allow a conflict of interest to continue. Moreover, Employee agrees that he will immediately disclose to the Executive Officers or the Board any facts which might involve any reasonable possibility of a conflict of interest. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, where such interest might in any way adversely affect the Company or its Affiliates, involves a possible conflict of interest. Circumstances in which a conflict of interest on the part of Employee might arise, and which must be reported immediately by Employee to the Executive Officers or the Board, include, but are not limited to, the following: (a) ownership of a material interest in any supplier, contractor, subcontractor, customer, or other entity with which the Company or any of its Affiliates does business; (b) acting in any capacity, including director, officer, partner, consultant, employee, distributor, agent, or the like, for a supplier, contractor, subcontractor, customer, or other entity with which the Company or any of its Affiliates does business; (c) accepting, directly or indirectly, payment, service, or loans from a supplier, contractor, subcontractor, customer, or other entity with which the Company or any of its Affiliates does business, including, but not limited to, gifts, trips, entertainment, or other favors of more than a nominal value; (d) misuse of any information or facilities of the Company or any of its Affiliates to which Employee has access in a manner which will be detrimental to the Company's or its Affiliates' interest, such as utilization for Employee's own benefit of know-how, inventions, or information developed through business activities of the Company or its Affiliates; and (e) appropriation of a Corporate Opportunity, as defined in Section 12 of this Agreement.

    12.  Corporate Opportunities.  Employee acknowledges that during the course of his employment by the Company he may be offered or become aware of business or investment opportunities in which the Company or its Affiliates may or might have an interest (a "Corporate Opportunity") and that applicable law requires that Employee advise the Company of any such Corporate Opportunities before acting upon them. Accordingly, Employee agrees that (a) to the extent required by applicable law, he will disclose to the Executive Officers or the Board any Corporate Opportunity offered to Employee or of which Employee becomes aware, and (b) he will not act upon any such Corporate Opportunity for his own benefit or for the benefit of any person or entity other than the Company without first obtaining the consent or approval of the Executive Officers or the Board (whose consent or approval may be granted or denied in their sole discretion).

    13.  Miscellaneous.  

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  Employee:   Raymond M. Gibbons
2510 Stephens Grant Drive
Sugar Land, TX 77479

 

Company:

 

K*TEC Electronics Corporation
1111 Gillingham Lane
Sugar Land, Texas 77478
Attention: Chairman
Telecopy: (281) 243-5800

 

 

 

and

 

 

 

Kent Electronics Corporation
7433 Harwin Drive
Houston, Texas 77036-2015
Attention: Chief Financial Officer
Telecopy: (281) 243-5800

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date set forth above.

    K*TEC ELECTRONICS CORPORATION

 

 

By:

 

/s/ 
LARRY D. OLSON   
Larry D. Olson
President

 

 

EMPLOYEE

 

 

 

 

/s/ 
RAYMOND M. GIBBONS   

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Dates Referenced Herein

This ‘S-4/A’ Filing    Date    Other Filings
Filed on:12/18/01None on these Dates
3/9/00
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Filing Submission 0000912057-01-543807   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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