{"id":39276,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-integrated-defense-technologies-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-integrated-defense-technologies-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-integrated-defense-technologies-inc-and.html","title":{"rendered":"Employment Agreement &#8211; Integrated Defense Technologies Inc. and Thomas J. Keenan"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n                              --------------------\n\n         This EMPLOYMENT AGREEMENT (\"Agreement\") is made and entered into on and\neffective as of the 1st day of January, 2001, by and between INTEGRATED DEFENSE\nTECHNOLOGIES, INC., a Delaware corporation (the \"Company\"), and THOMAS J. KEENAN\n(\"Employee\").\n\n                                     RECITAL\n\n         The Company desires to employ Employee, and Employee is willing to\naccept employment by the Company, in each case on the terms and subject to the\nconditions set forth in this Agreement. NOW, THEREFORE, the parties hereto\nhereby agree as follows:\n\n                                    AGREEMENT\n\n         1.       POSITION AND DUTIES.\n\n                  1.1. During the term of this Agreement, Employee agrees to be\nemployed by and to serve the Company on a full-time basis as President and Chief\nExecutive Officer and to perform such duties consistent with such position as\nmay be assigned to him from time to time by the Chairman and the Board of\nDirectors of the Company. Employee's principal place of business with respect to\nhis services to the Company shall be Huntsville, Alabama; PROVIDED that Employee\nagrees to undertake such travel as may be required in the performance of his\nduties. All travel expenses of Employee shall be reimbursed in accordance with\nSection 3.3(c) below.\n\n                  1.2. Employee shall carry out his duties under the general\nsupervision and direction of the Chairman and the Board of Directors of the\nCompany and in accordance with the Company's policies, rules and procedures in\nforce from time to time.\n\n                  1.3. Employee shall devote his full time, attention, skill and\nefforts to his tasks and duties hereunder and to the affairs of the Company.\nWithout the prior written consent of the Company, Employee shall not provide\nservices for compensation to any other person or business entity while employed\nby the Company or be engaged in any other business activity, whether or not such\nother business activity is pursued for profit or pecuniary advantage.\n\n         2.       TERM OF EMPLOYMENT.\n\n                  2.1. BASIC TERM. The term of employment under this Agreement\n(the \"Term\") shall begin on the date of this Agreement and shall continue\nthrough December 31, 2001 (the \"Expiration Date\"), unless earlier terminated in\naccordance with this Article 2 or extended pursuant to the following sentence.\nUnless written notice is given by the Company or Employee to the other party at\nleast ninety (90) days prior to the Expiration Date (or any later date to which\nthe Term shall have been extended in accordance with this Section 2.1) advising\n\n\n\nsuch other party that the party giving such notice does not desire to extend or\nfurther extend this Agreement, the Term shall automatically be extended for an\nadditional one-year period without further action of the parties.\n\n                  2.2. TERMINATION FOR CAUSE. Termination for Cause (as defined\nin Section 2.8 below) may be effected by the Company at any time during the Term\nof this Agreement and shall be effected by written notification to Employee from\nthe Board of Directors stating the reason for termination. Such termination\nshall be effective immediately upon the giving of such notice, unless the Board\nof Directors shall otherwise determine. Upon Termination for Cause, Employee\nshall be paid all accrued salary, any benefits under any plans of the Company in\nwhich Employee is a participant to the full extent of Employee's rights under\nsuch plans, accrued vacation pay and any appropriate business expenses incurred\nby Employee in connection with his duties hereunder prior to such termination,\nall to the date of termination, but Employee shall not be entitled to any other\ncompensation or reimbursement of any kind, including without limitation\nseverance compensation.\n\n                  2.3. TERMINATION AT WILL. Notwithstanding anything else in\nthis Agreement, the Company may effect a Termination at Will (as defined in\nSection 2.8 below) at any time during the Term of this Agreement upon giving\nwritten notice to Employee of such termination. Upon any Termination at Will,\nEmployee shall be paid all accrued salary, any benefits under any plans of the\nCompany in which Employee is a participant to the full extent of Employee's\nrights under such plans, accrued vacation pay and any appropriate business\nexpenses incurred by Employee in connection with his duties hereunder, all to\nthe date of termination, and all severance compensation required under Section\n4.1, but no other compensation or reimbursement of any kind. The Company may\neffect a Termination at Will by giving sixty (60) days' written notice to\nEmployee of such termination.\n\n                  2.4. TERMINATION BY REASON OF DISABILITY. If, during the Term\nof this Agreement, a physician selected by the Company certifies that Employee\nhas become physically or mentally incapacitated or unable to perform his\nfull-time duties under this Agreement, and that such incapacity has continued or\nwill continue for a period of five consecutive months or 180 calendar days\nwithin any period of 365 consecutive days, the Company shall have the right to\nterminate Employee's employment hereunder by written notification to Employee,\nand such termination shall be effective on the seventh (7th) day following the\ngiving of such notice (\"Termination by Reason of Disability\"). In such event,\nthe Company will pay to Employee all accrued salary, any benefits under any\nplans of the Company in which Employee is a participant to the full extent of\nEmployee's rights under such plans, accrued vacation pay and any appropriate\nbusiness expenses incurred by Employee in connection with his duties hereunder,\nall to the date of termination, and all severance compensation required under\nSection 4.1, but Employee shall not be paid any other compensation or\nreimbursement of any kind. In the event of a Termination by Reason of\nDisability, upon the termination of the disability the Company will use its best\nefforts to reemploy Employee, provided that such reemployment need not be in the\nsame capacity or at the same salary or benefits level as in effect prior to the\nTermination by Reason of Disability.\n\n                  2.5. TERMINATION BY REASON OF DEATH. In the event of\nEmployee's death during the Term of this Agreement, Employee's employment shall\nbe deemed to have \n\n\n                                       2\n\n\nterminated as of the last day of the month during which his death occurs\n(\"Termination by Reason of Death\") and the Company shall pay to his estate or\nsuch beneficiaries as Employee may from time to time designate all accrued\nsalary, any benefits under any plans of the Company in which Employee is a\nparticipant to the full extent of Employee's rights under such plans, accrued\nvacation pay and any appropriate business expenses incurred by Employee in\nconnection with his duties hereunder, all to the date of termination, but\nEmployee's estate shall not be paid any other compensation or reimbursement of\nany kind, including without limitation, severance compensation.\n\n                  2.6. VOLUNTARY TERMINATION. In the event of a Voluntary\nTermination (as defined in Section 2.8 below), the Company shall pay to Employee\nall accrued salary, bonus compensation to the extent earned, any benefits under\nany plans of the Company in which Employee is a participant to the full extent\nof Employee's rights under such plans, accrued vacation pay and any appropriate\nbusiness expenses incurred by Employee in connection with his duties hereunder,\nall to the date of termination, but no other compensation or reimbursement of\nany kind, including without limitation, severance compensation. Employee may\neffect a Voluntary Termination by giving sixty (60) days' written notice of such\ntermination to the Company.\n\n                  2.7. EMPLOYEE'S OBLIGATIONS UPON TERMINATION. Upon the\ntermination of Employee's employment for any reason, Employee shall within ten\n(10) days of such termination return to the Company all personal property and\nproprietary information in Employee's possession belonging to the Company.\nUnless and until all such property and information is returned to the Company\n(which shall be determined by the Company's standard termination and check-out\nprocedures), the Company shall have no obligation to make any payment of any\nkind to Employee hereunder.\n\n                  2.8. DEFINITIONS. For purposes of this Agreement the following\nterms shall have the following meanings:\n\n                  (a) \"TERMINATION FOR CAUSE\" shall mean termination by the\n         Company of Employee's employment by the Company by reason of:\n\n                                    (i)   Employee's  willful dishonesty \n                  towards, fraud upon, or deliberate injury or attempted injury\n                  to, or breach of fiduciary duty to, the Company; or\n\n                                    (ii)  Employee's material breach of this\n                  Agreement, including any Exhibit hereto, or of any other\n                  agreement to which Employee and the Company are parties; or\n\n                                    (iii)   Drug or alcohol abuse; or\n\n                                    (iv) Conduct by Employee, whether or not in\n                  connection with the performance of the duties contemplated\n                  hereunder, that would result in serious prejudice to the\n                  interests of the Company if Employee were to continue to be\n                  employed, including, without limitation, the conviction of a\n                  felony or a good faith\n\n\n                                       3\n\n\n                  determination by the Board of Directors that Employee has\n                  committed acts involving moral turpitude; or\n\n                                    (v) Any material violation of any rule,\n                  regulation or policy of the Company by Employee or Employee's\n                  failure to follow reasonable instructions or directions of the\n                  Chairman or the Board of Directors of the Company or any\n                  policy, rule or procedure of the Company in force from time to\n                  time.\n\n                           (b) \"TERMINATION AT WILL\" shall mean termination by\n         the Company of Employee's employment by the Company OTHER THAN (i)\n         Termination for Cause, (ii) Termination by Reason of Disability (iii)\n         Termination by reason of Death, and (iv) Voluntary Termination.\n\n                           (c) \"VOLUNTARY TERMINATION\" shall mean termination by\n         Employee of Employee's employment OTHER THAN (i) Termination by Reason\n         of Disability and (ii) Termination by Reason of Death.\n\n         3.       SALARY, BENEFITS AND BONUS COMPENSATION.\n\n                  3.1. BASE SALARY. As payment for the services to be rendered\nby Employee as provided in Section 1 and subject to the terms and conditions of\nSection 2, the Company agrees to pay to Employee a \"Base Salary\" at the rate of\n$325,000 per annum payable in accordance with the Company's regular payroll\npractices. Such rate and Employee's performance shall be reviewed by the\nCompany's Board of Directors or, if instituted, the Compensation Committee of\nthe Company's Board of Director (the \"Compensation Committee\"), on an annual\nbasis, commencing January 1, 2002, for a determination of whether an adjustment\nin Employee's Base Salary should be made, which adjustment shall be in the sole\ndiscretion of the Company's Board of Directors or the Compensation Committee.\n\n                  3.2. INCENTIVE COMPENSATION PLAN. Employee shall be entitled\nto additional compensation pursuant to the Company's Incentive Compensation Plan\nas in effect from time to time during the Term of this Agreement.\n\n                  3.3. ADDITIONAL BENEFITS. During the Term of this Agreement,\nEmployee shall be entitled to the following fringe benefits:\n\n                  (a) EMPLOYEE BENEFITS. Employee shall be eligible to\nparticipate in such of the Company's benefit plans and programs as are now\ngenerally available or later made generally available to management employees of\nthe Company, if any.\n\n                  (b) VACATION. Employee shall be entitled to annual paid\nvacation in accordance with the Company's policies in effect from time to time.\n\n                  (c) REIMBURSEMENT FOR EXPENSES. The Company shall reimburse\nEmployee for reasonable and properly documented out-of-pocket business and\/or\nentertainment expenses incurred by Employee in connection with his duties under\nthis Agreement in accordance with the Company's reimbursement policy in effect\nfrom time to time.\n\n\n\n                                       4\n\n\n         4.       SEVERANCE COMPENSATION.\n\n                  4.1. SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION AT\nWILL OR TERMINATION BY REASON OF DISABILITY. In the event Employee's employment\nis terminated in a Termination At Will or a Termination by Reason of Disability,\nEmployee shall be paid severance compensation in accordance with the Severance\nCompensation Plan described in EXHIBIT A hereto. Such compensation is the only\ncompensation to which Employee shall be entitled following a Termination At Will\nor a Termination by Reason of Disability.\n\n                  At Employee's option, Employee may, by delivery of a notice to\nthe Company within thirty (30) days following a Termination at Will or a\nTermination by Reason of Disability, elect to receive from the Company the\namount that would otherwise be paid to Employee pursuant to the Severance\nCompensation Plan described in EXHIBIT A in accelerated monthly payments equal\nto Employee's current monthly compensation, discounted to take such acceleration\ninto account, such discount to be based on a discount rate equal to the interest\nrate on 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or\nsimilar publication), on the date of delivery of the election notice (the\n\"Discount Rate\").\n\n                  The Company may, in the Company's sole discretion, if Employee\nso requests within thirty (30) days following a Termination at Will or a\nTermination by Reason of Disability, elect to pay to Employee a lump sum\nseverance payment by bank cashier's check equal to the present value of the flow\nof cash payments that would otherwise be paid to Employee pursuant to the\nSeverance Compensation Plan. Such present value shall be determined as of the\ndate of payment and shall be based on the Discount Rate (as defined above) on\nthe date of payment. If the Company elects to make a lump sum severance payment,\nthe Company shall make such payment to Employee within ten (10) days following\nthe date on which the Company notifies Employee of its agreement to make a lump\nsum payment.\n\n                  4.2. NO SEVERANCE COMPENSATION UNDER OTHER TERMINATION. In the\nevent of a Voluntary Termination, Termination for Cause, or Termination by\nReason of Death, neither Employee nor his estate shall be paid any severance\ncompensation.\n\n                  5. OTHER AGREEMENTS. Employee agrees that to induce the\nCompany to enter into this Agreement, he has concurrently executed and delivered\nto the Company (a) an Employee Non-Disclosure Agreement and Proprietary Rights\nAssignment dated as of even date herewith, in the form of EXHIBIT B hereto, and\n(b) a Non-Solicitation and Non-Competition Agreement dated as of even date\nherewith, in the form of EXHIBIT C hereto. Employee hereby covenants and agrees\nto fully abide by each and every term of such agreements, and agrees and\nunderstands that a breach or violation by Employee of any provision of either of\nsuch agreements shall constitute grounds for Termination for Cause under Section\n2.8(a)(ii) of this Agreement, and that no such termination shall limit or affect\nany other rights and remedies of the Company arising out of or in connection\nwith any such breach or violation. The covenants on the part of Employee\ncontained in such agreements shall survive termination of this Agreement,\nregardless of the reason for such termination. Employee hereby represents and\nacknowledges that the Company is relying on the covenants contained in such\nagreements in entering into this \n\n\n                                       5\n\n\nAgreement, and that the terms and conditions of the covenants contained in such\nagreements are fair and reasonable.\n\n         6.       MISCELLANEOUS.\n\n                  6.1. WAIVER. The waiver of the breach of any provision of this\nAgreement shall not operate or be construed as a waiver of any subsequent breach\nof the same or other provision hereof.\n\n                  6.2. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement,\nincluding the Exhibits, represents the entire understanding among the parties\nwith respect to the subject matter hereof, and this Agreement supersedes any and\nall prior understandings, agreements, plans and negotiations, whether written or\noral with respect to the subject matter hereof including without limitation, any\nunderstandings, agreements or obligations respecting any past or future\ncompensation, bonuses, reimbursements or other payments to Employee from the\nCompany. All modifications to this Agreement must be in writing and signed by\nboth parties hereto.\n\n                  6.3. NOTICES. All notices and other communications under this\nAgreement shall be in writing and shall be given by first class mail, certified\nor registered with return receipt requested, and shall be deemed to have been\nduly given three (3) days after mailing to the respective persons named below:\n\n                  If to the Company:   Integrated Defense Technologies, Inc.\n                                       c\/o Veritas Capital Management, LLC\n                                       660 Madison Avenue\n                                       New York, New York  10021\n                                       Attn:  Mr. Robert B. McKeon\n\n                  If to Employee:      Thomas J. Keenan\n                                       109 Remington Road\n                                       Madison, Alabama  35758\n\n\nAny part may change such party's address for notices by notice duly given\npursuant to this Section 6.3.\n\n                  6.4. HEADINGS. The Section headings herein are intended for\nreference and shall not by themselves determine the construction or\ninterpretation of this Agreement.\n\n                  6.5. GOVERNING LAW. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of New York.\n\n                  6.6. SEVERABILITY. Should a court or other body of competent\njurisdiction determine that any provision of this Agreement is invalid or\nunenforceable, such provision shall be adjusted rather than voided, if possible,\nand all other provisions of this Agreement shall be deemed valid and enforceable\nto the extent possible.\n\n\n\n                                       6\n\n\n                  6.7. BENEFITS OF AGREEMENT. The provisions of this Agreement\nshall be binding upon and inure to the benefit of the executors, administrators,\nheirs, successors and assigns of the parties; provided, HOWEVER, that except as\nherein expressly provided, this Agreement shall not be assignable either by the\nCompany (except to an affiliate of the Company) or by Employee.\n\n                  6.8. COUNTERPARTS. This Agreement may be executed in one or\nmore counterparts, all of which taken together shall constitute one and the same\nAgreement.\n\n                  6.9. WITHHOLDINGS. All compensation and benefits to Employee\nhereunder shall be reduced by all federal, state, local and other withholdings\nand similar taxes and payments required by applicable law.\n\n                  6.10. REMEDIES. All rights and remedies of the Company\nhereunder shall be cumulative and the exercise of any right or remedy shall not\npreclude the exercise of another.\n\n                  6.11. INTERPRETATION; REVIEW. Both parties to this Agreement\nhave been represented by counsel in the negotiation and execution of this\nAgreement, and no inference shall be drawn against the drafting party. Employee\nacknowledges that he has in fact reviewed and discussed this Agreement with his\ncounsel and that he understands and assents to the terms hereof.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement\neffective as of the day and year first above written.\n\n                                            INTEGRATED DEFENSE\n                                              TECHNOLOGIES, INC.\n\n\n                                            By: \/s\/ Robert B. Mckeon\n                                                --------------------------------\n                                            Title:  Chairman\n\n\n                                            EMPLOYEE:\n\n\n                                            \/s\/ Thomas J. Keenan    \n                                            ------------------------------------\n                                            Thomas J. Keenan\n\n\n\n\n                                       7\n\n\n\n                                    EXHIBIT A\n                           SEVERANCE COMPENSATION PLAN\n\nIf Employee is terminated in a Termination at Will or a Termination by Reason of\nDisability, Employee shall be entitled to receive 66 2\/3% of Employee's most\nrecent base weekly salary and insurance coverage (less any state unemployment or\nany other compensation earned from alternative employment and less any\ndisability insurance proceeds) in accordance with the following schedule:\n\no        1 to 3 years of continuous corporate service:        2 weeks\no        4 years of continuous corporate service:             4 weeks\no        5 to 9 years of continuous corporate service:        8 weeks\no        10 to 14 years of continuous corporate service:      13 weeks\no        15 to 19 years of continuous corporate service:      20 weeks\no        20 or more years of continuous corporate service:    26 weeks\n\n\n\n\n                                    EXHIBIT B\n\n                  FORM OF EMPLOYEE NON-DISCLOSURE AGREEMENT AND\n                          PROPRIETARY RIGHTS ASSIGNMENT\n\n\n\n\n\n                        EMPLOYEE NON-DISCLOSURE AGREEMENT\n                        AND PROPRIETARY RIGHTS ASSIGNMENT\n\n         In return for new or continued employment by Integrated Defense\nTechnologies, Inc., (the \"COMPANY\"), the undersigned, Thomas J. Keenan, agrees\nas follows:\n\n         1. I agree to promptly disclose and describe to the Company all ideas,\ninventions, improvements, discoveries, enhancements, modifications, technical\ndevelopments, and works of authorship (including all writings, computer\nprograms, software and firmware), whether or not patentable or copyrightable,\nand whether in oral, written, or in machine readable form, which relate to or\nare useful to the business of the Company and\/or its subsidiaries as presently\nconducted or as it may be conducted in the future, which are conceived, reduced\nto practice, or authored by me, solely or jointly with others, at any future\ntime within the scope of my employment or with the use of the Company's time,\nmaterial, facilities or funds (the \"WORK PRODUCT\").\n\n         2. I hereby assign to the Company my entire right to all of the Work\nProduct and agree that the Work Product is and will be the sole and exclusive\nproperty of the Company. I will not, however, be required to assign to the\nCompany any invention that I developed entirely on my own time without using the\nCompany's funds, equipment, materials or facilities, unless such invention\neither: (i) relates to the business of the Company and\/or its subsidiaries or\nactual or demonstrably anticipated research or development of the Company and\/or\nits subsidiaries, or (ii) results from or is related to or suggested by any\nCompany research, development or other activities, including without limitation\nany work performed by me for the Company and\/or its subsidiaries. I agree to\ntake any acts and to execute any documents that the Company reasonably requests\nin order to evidence any assignment that I am required to make under this\nparagraph. Except for any written agreement between me and the Company, I will\nnot be entitled to any royalty, commission, or other payment or license or right\nwith respect to the Work Product.\n\n         3. No Work Product will be made available by me to others during or\nfollowing the term of my employment unless the Company consents in writing.\n\n         4. I hereby grant and agree to grant to the Company and its\nsubsidiaries the right to obtain, for their benefit and in their names, patents\nand patent applications (including without limitation original, continuation,\nreissue, utility and design patents, patents of addition, confirmation patents,\nregistration patents, utility models, etc., and all other types of patents and\nthe like, and all renewals and extensions of any of them) for the Work Product\nin all countries.\n\n         5. Both during and after the term of my employment, I will maintain in\nconfidence, and will not disclose or use or retain for my benefit or the benefit\nof anyone other than the Company any secret, proprietary or confidential\ninformation or trade secrets or know-how belonging to or in the possession of\nthe Company and\/or its subsidiaries (the \"PROPRIETARY INFORMATION\"), except to\nthe extent required to perform my assigned duties on behalf of the Company in my\ncapacity as an employee of the Company. The Proprietary Information which I\nagree to maintain in confidence includes, but is not limited to, technical and\nbusiness information relating to the Company's inventions or products, research\nand development, finances, customers, marketing, future business plans,\nmachines, equipment, services, systems, supply \n\n\n\nsources, cost of operations, business dealings, pricing methods, regulatory\nmatters, software, contracts, contract performance, formulae, processes,\nbusiness methods, and any information belonging to customers and suppliers of\nthe Company and\/or its subsidiaries which may have been disclosed to me as the\nresult of my being as an employee of the Company. My promise to maintain the\nconfidentiality of the Proprietary Information will apply whether or not the\nProprietary Information is in written or permanent form, whether or not it was\ndeveloped by me or by others employed by the Company and\/or its subsidiaries or\nwas obtained by the Company and\/or its subsidiaries from third parties, and\nwhether or not the Proprietary Information has been identified by the Company as\nsecret or confidential.\n\n         6. All records, reports, notes, compilations or other recorded matter,\nand any copies or reproductions thereof, that relate to the operations,\nactivities, or business of the Company and its subsidiaries, which were made or\nreceived by me during the term of my employment (the \"COMPANY MATERIALS\") are\nand shall continue forever to be the Company's exclusive property, and I will\nkeep the same at all times in the Company's custody and subject to its control.\nUpon termination of my employment or at the request of the Company before\ntermination, I will deliver to the Company all written and tangible material in\nmy possession incorporating the Work Product, the Proprietary Information and\nthe Company Materials.\n\n         7. I agree to cooperate with the Company or it designees, both during\nand after the term of my employment, in procuring, maintaining and protecting\nthe Company's rights in the Work Product and the Proprietary Information,\nincluding without limitation patents and copyrights. I will sign all papers\nwhich the Company deems necessary or desirable for the procurement, maintenance\nand protection of such rights. I will keep and maintain adequate and current\nwritten records of all Work Product in the form of notes, sketches, drawings, or\nreports related to the Work Product in the manner and form requested by the\nCompany, and such records shall be and remain the property of the Company and be\navailable to the Company at all times.\n\n         8. There is no other contract or duty on my part now in existence to\nassign Work Product or that is inconsistent with this Agreement. I will not\ndisclose or induce the Company to use or bring onto the Company's premises any\nconfidential information or material that I am now aware of or become aware of\nwhich belongs to anyone other than the Company. During my employment by the\nCompany, I will not accept or engage in any employment, consulting, or other\nactivity (a) detrimental or incompatible with my obligations to the Company,\nincluding without limitation my obligations under this Agreement, or (b) in any\nbusiness competitive with the Company's business as it is presently conducted or\nas it may be conducted at any future time during my employment.\n\n         9. I acknowledge that my obligations and promises under this Agreement\nare of a unique and intellectual character which give them particular value. A\nbreach of any of the promises or agreements contained herein will result in\nirreparable and continuing damage to the Company for which there will be no\nadequate remedy at law, and I agree that in addition to any other rights and\nremedies of the Company for such breach (including without limitation remedies\nunder the Alabama Trade Secrets Acts and monetary damages, if appropriate), the\nCompany is entitled to injunctive relieve and\/or a decree for specific\nperformance without the necessity of proving actual damages to the Company if I\nbreach this Agreement. All rights and remedies of \n\n\n                                       2\n\n\nthe Company for a breach by me of this Agreement shall be cumulative and the\nexercise of any right or remedy by the Company will not preclude the exercise of\nanother.\n\n         10. Unless there is a written employment agreement for a specified term\nin effect between me and the Company, my employment may be terminated at any\ntime, with or without cause, by me or the Company; however, such termination\nwill not affect the Company's rights or my obligations under this Agreement.\nThis Agreement represents the entire understanding between me and the Company as\nto the subject matter hereof. This Agreement may not be modified or amended\nexcept in a written document signed by me and the Company. This Agreement shall\ninure to the benefit of the Company's successors and assigns and shall be\nbinding on my heirs, administrators and legal representatives.\n\n         11. If the Company waives a breach by me of any provision of this\nAgreement, such waiver shall not operate or be construed as a waiver of any\nother or subsequent breach by me. If any provision of this Agreement is held to\nbe invalid, void, or unenforceable, the remaining provisions shall nevertheless\ncontinue in full force and effect without being impaired or invalidated in any\nway.\n\n         12. I agree that my promises contained in this Agreement are a material\ninducement to the Company's giving me employment, that the matters I have agreed\nto are fair and reasonable under the circumstances, that any Proprietary\nInformation I receive during the course of my employment may affect the\neffective and successful conduct of the Company's business and goodwill, and\nthat the Proprietary Information is provided to me in confidence due to my\nemployment and my need to know such information in order to completely and\ncompetently perform my duties and obligations on behalf of the Company.\n\n         13. This Agreement shall be governed by and construed in accordance\nwith the laws of the State of New York.\n\nDated as of January 1, 2001\n\n\n                                                 \/s\/ Thomas J. Keenan\n                                                 -------------------------------\n                                                     Thomas J. Keenan\n\n\n                                       3\n\n\n\n\n                                    EXHIBIT C\n\n             FORM OF NON-SOLICITATION AND NON-COMPETITION AGREEMENT\n\n\n\n\n\n                 NON-SOLICITATION AND NON-COMPETITION AGREEMENT\n\n         This NON-SOLICITATION AND NON-COMPETITION AGREEMENT (\"Agreement\") is\nmade and entered into as of this 1st day of January, 2001, by THOMAS J. KEENAN\n(\"Employee\") in favor and for the benefit of INTEGRATED DEFENSE TECHNOLOGIES,\nINC., a Delaware corporation (the \"Company\").\n\n                                     RECITAL\n\n         In order to induce the Company to enter into and perform that certain\nEmployment Agreement dated as of even date herewith between the Company and\nEmployee (the \"EMPLOYMENT AGREEMENT\", capitalized terms used but not defined\nherein being used herein as therein defined), and for other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged,\nEmployee hereby agrees as follows:\n\n         1. NON-SOLICITATION; NON-COMPETITION. During the Term of employment (as\nit may be extended from time to time under the Employment Agreement) and for a\nperiod of one (1) year thereafter (the Term of employment and said one year\nbeing the \"NON-COMPETITION PERIOD\"), Employee shall not, without the Company's\nprior written consent, directly or indirectly, (a) call on any person or entity\nwho, at the time of such call, is a customer of the Company and\/or any of its\nsubsidiaries, with respect to the purchase of any goods or services which are,\nat the time, being offered by the Company and\/or any of its subsidiaries or\nwhich are under development by the Company and\/or any of its subsidiaries at the\ntime of Employee's employment, (b) solicit or induce or attempt to solicit or\ninduce any customer of the Company and\/or any of its subsidiaries to reduce, or\ntake any action which would reduce, its business with the Company and\/or any of\nits subsidiaries, (c) solicit or attempt to solicit any employees of the Company\nand\/or any of its subsidiaries to leave the employ of the Company and\/or any of\nits subsidiaries, or (d) hire any employees or former employees of the Company\nand\/or any of its subsidiaries or cause any entity with which Employee is\naffiliated or in which Employee owns an equity interest to hire any such\nemployees or former employees. As used herein, the term \"former employee\" means\na person who has been an employee of the Company and\/or any of its subsidiaries\nwithin the twelve-month period prior to the date of determination.\n\n         2. NOTICE OF SUBSEQUENT EMPLOYMENT. Employee agrees that during the\nNon-Competition Period Employee will keep the Company informed of the names and\naddresses of all persons, firms or corporations by or for whom he is employed\nfrom time to time, or for whom he acts as agent or consultant or in whom he may\nown any one percent (1%) or more equity interest; and Employee also agrees that\nif, during such time, he conducts any business on his own account, or as a\npartner or co-venturer, he shall keep the Company informed of that fact and of\nthe nature, names and addresses of such business as conducted from time to time.\n\n         3. BREACH. Employee agrees that a remedy at law for breach of the\ncovenants contained herein would be inadequate, that the Company would suffer\nirreparable harm as a result of such breach and that in addition to any other\nrights and remedies of the Company for such breach, the Company shall be\nentitled to apply to a court of competent jurisdiction for temporary and\npermanent injunction or an order for specific performance of such covenants\n\n\n\nwithout the necessity of proving actual damage to the Company, and, if the\nCompany prevails, to recover from Employee all costs of any such action brought\nby the Company, including without limitation reasonable attorneys' fees and\nexpenses.\n\n         4. ENFORCEMENT. It is the desire and intent of Employee that the\ncovenants of Employee contained herein shall be enforced to the fullest extent\npermissible under the laws and public policies of each jurisdiction in which\nenforcement is sought. If any particular provision(s) of this Agreement shall be\nadjudicated to be invalid or unenforceable, such provision(s) shall be deemed\namended to provide restrictions to the fullest extent permissible, consistent\nwith applicable law and policies, and such amendment shall apply only with\nrespect to the particular jurisdiction in which such adjudication is made. If\nsuch deemed amendment is not allowed by the adjudicating body, the offending\nprovision shall be deleted and the remainder of this Agreement shall not be\naffected. This Agreement shall be in addition to and not in lieu of any other\nnoncompetition or similar covenants of Employee entered into prior to or after\nthe date hereof (unless otherwise provided in a written agreement signed by the\nCompany).\n\n         5. MISCELLANEOUS.\n\n         5.1. WAIVER. The waiver of the breach of any provision of this\nAgreement shall not operate or be construed as a waiver of any subsequent breach\nof the same or other provision hereof.\n\n         5.2. MODIFICATION; AMENDMENT. Any modification or amendment to this\nAgreement must be in writing and signed by the Company and Employee.\n\n         5.3. NOTICES. All notices and other communications under this Agreement\nshall be in writing and shall be given as specified in Section 6.3 of the\nEmployment Agreement.\n\n         5.4. HEADINGS. The Section headings herein are intended for reference\nand shall not by themselves determine the construction or interpretation of this\nAgreement.\n\n         5.5. GOVERNING LAW. This Agreement shall be governed by and construed\nin accordance with the laws of the State of New York.\n\n         5.6. SEVERABILITY. Should a court or other body of competent\njurisdiction determine that any provision of this Agreement is excessive in\nscope or otherwise invalid or unenforceable, such provision shall be adjusted\nrather than voided, if possible, and all other provisions of this Agreement\nshall be deemed valid and enforceable to the extent possible.\n\n         5.7. BENEFITS OF AGREEMENT. The provisions of this Agreement shall be\nbinding upon the executors, administrators, heirs, successors and assigns of\nEmployee, and shall inure to the benefit of the Company and its successors and\nassigns.\n\n         5.8. REMEDIES. All rights and remedies of the Company hereunder shall\nbe cumulative and the exercise of any right or remedy shall not preclude the\nexercise of another.\n\n\n\n\n         5.9. INTERPRETATION; REVIEW. Employee acknowledges that he has in fact\nreviewed and discussed this Agreement with his counsel and that he understands\nand voluntarily agrees to all of the terms hereof.\n\n         IN WITNESS WHEREOF, the undersigned Employee has executed this\nAgreement effective as of the day and year first above written.\n\n                                                 \/s\/ Thomas J. Keenan\n                                                 -------------------------------\n                                                     Thomas J. Keenan\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7871],"corporate_contracts_industries":[9474],"corporate_contracts_types":[9539,9544],"class_list":["post-39276","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-integrated-defense-technologies-inc","corporate_contracts_industries-aerospace__ordnance","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39276","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39276"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39276"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39276"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39276"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}