THIS MANAGEMENT AGREEMENT (this "Agreement"), dated as of January _1_, 2012 and effective as of the Effective Date (defined below), is entered into among Telit, ("Employer"), and George Arnott ("Executive"). This Agreement will be effective as of the closing of the transactions described in the Acquisition Agreement (the "Effective Date"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 12.
WHEREAS, Parent, Employer and Executive mutually desire to enter into an agreement pursuant to which certain terms with respect to Executive's employment will be set forth;
WHEREAS, the execution and delivery of this Agreement is a condition to the closing (the "Closing") of the transactions contemplated by that certain Securities Purchase Agreement (the "Purchase Agreement") dated as of December _25_, 2011 by and among Telit Wireless Solutions Inc, (“Parent”), and Telit-Navman GP, LLC ("TNGP"), Navman Wireless OEM General Partner, LLC ("Navman OEM"), and Navman Wireless Intermediate Parent, LP ("Navman Parent").
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
PROVISIONS RELATING TO EMPLOYMENT
From the Effective Date, Executive shall be employed by or on behalf of Employer, and Executive hereby agrees to be employed by or on behalf of Employer, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 3 (the "Employment Period").
Position and Duties.
. During the Employment Period, Executive shall serve as the General Manager of Employer and, in such capacity, shall have the duties, responsibilities, functions and authority (which shall include rendering sales, marketing, administrative, executive and managerial services to Employer and its Subsidiaries and Affiliates) as the Reporting Officer (as defined below) may from time to time direct, subject to the power and authority of the Board and the Reporting Officer to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of Employer.
Reporting; Performance of Duties
. Executive shall report to the chief marketing officer of the Parent (the "Reporting Officer"), and Executive shall devote his full business time and attention to the business and affairs of Employer and its Subsidiaries and Affiliates. Executive shall perform his duties, responsibilities and functions hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Employer's policies and procedures in all material respects; it being understood and agreed that, without limiting the foregoing, Executive shall devote at least forty (40) hours per week to the business and affairs of Employer and its Subsidiaries and Affiliates. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and/or the Reporting Officer and shall support and cooperate with Employer's and its Subsidiaries' and Affiliates', as applicable, efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board and/or the Reporting Officer. During the Employment Period, Executive shall not, without the prior written consent of the Board, perform other services for compensation. Anything in this Section 2(b) to the contrary notwithstanding, Executive shall not be prohibited from participating in professional associations, serving on boards of directors and conducting similar activities that have been previously approved by the Board, but only for so long as such activities, in the judgment of the Board, do not conflict or interfere with the Executive's performance of his duties and obligations under this Agreement.
. The Employment Period shall terminate on the fifth anniversary of the Effective Date; provided, that unless either party gives at least 60 days' notice of non-renewal to the other before the fifth anniversary of the Effective Date, or before any subsequent one-year anniversary of the Effective Date, the Employment Period shall automatically be renewed and extended for an additional year upon the fifth anniversary and each subsequent one-year anniversary of the Effective Date. Notwithstanding the foregoing, Employer and Executive agree that Executive is an "at-will" employee, subject only to the contractual rights upon termination set forth herein, and that the Employment Period (a) shall terminate automatically upon Executive's death, (b) shall terminate automatically upon the Board's determination of Executive's Disability, (c) may be terminated by Employer at any time for Cause or without Cause by giving Executive written notice of the termination and (d) may be terminated by Executive upon notice to Employer; provided that Executive shall give Employer at least sixty (60) days prior notice of any termination by Executive (unless such notice is waived by Employer). The date that the Employment Period terminates is referred to herein as the "Termination Date".
Base Salary, Commission Bonus, One-time Transaction Fee and Benefits.
. During the Employment Period, Executive's base salary shall be Two hundred thousand dollars ($200,000) per year or such otherrate as determined by the Board (as in effect from time to time, the "Base Salary"). All compensation, including the Base Salary, payable to Executive hereunder is stated in gross amounts, shall be payable in regular installments in accordance with Employer's general payroll practices, and shall be subject to all applicable withholding taxes, other normal payroll deductions and any other amounts required by law to be withheld, if any. For any partial year, the Base Salary shall be pro rated to reflect the period of time for which Executive is actually employed by or on behalf of Employer pursuant to this Agreement during such time.
. In addition to the Base Salary, Employee shall be eligible for an annual incentive bonus payment of up to 30% of his Base Salary (a "Performance Bonus"), as determined by the Board upon the achievement of certain performance goals established by the Board (or the board of Telit affiliated entities) and in accordance with payment terms set by the Board that comply with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance issued thereunder. Employee shall only be eligible to receive a Performance Bonus at the end of a fiscal year if Employee remains employed by Employer throughout such fiscal year. Notwithstanding the foregoing, if the Employment Period is terminated by Employer without Cause or due to Employee's death or Disability and Employer achieves the performance targets set forth in the approved plan for such fiscal year in which such termination occurs, Employee shall be entitled to a prorated Performance Bonus for the fiscal year in which the Termination Date occurs, payable to Employee as and when such Performance Bonus would have been paid had Employee remained employed with Employer. When used in the immediately foregoing sentence, "prorated" means based on the percentage determined by dividing the number of calendar days between the first day of the applicable Performance Bonus period and the Termination Date by 365. Any earned Performance Bonus shall be paid at the same time as any performance bonuses are generally paid to other executives of Employer. Employer will use commercially reasonable efforts to cause any Performance Bonus to be paid on or prior to June 30 of the year following the year in which it was earned and will pay the Performance Bonus, if any, promptly upon the audited financial statements for the year with respect to such Performance Bonus was earned becoming final; provided that notwithstanding anything herein to the contrary, any Performance Bonus shall be paid within the calendar year that contains the last day of the fiscal year to which the performance bonus relates.
. During the Employment Period, Executive will be entitled to participate in all employee benefit plans or programs for which executive employees of Employer generally are eligible under any plan or program now in effect or established later by Employer on the same basis as other senior executives of Employer. Nothing in this Agreement will preclude Employer from amending or terminating any of the plans or programs applicable to salaried employees or senior executives as long as such amendment or termination is applicable to all salaried employees or all senior executives, as the case may be.
. Employer will reimburse Executive for all reasonable travel and other business expenses incurred by Executive in connection with the performance of his duties and obligations under this Agreement during the Employment Period; provided that Executive complies with such policies and reporting requirements with respect to such expenses as Employer may establish from time to time.
Termination without Cause
. If the Employment Period is terminated by Employer without Cause, Executive shall be entitled to receive (i) through the Termination Date and for the 12-month period following the Termination Date (the "Severance Period") his annual Base Salary, paid in accordance with Employer's payroll practicesexisting as of the termination date and (ii) reimbursement of any unreimbursed expenses for which Executive is entitled to reimbursement hereunder through the Termination Date. Employer's obligations under this Section 5(a) shall be contingent upon the delivery by Executive of a complete release in favor of Parent, Employer and their Subsidiaries and Affiliates, and (solely in their capacity as such) their respective officers, directors, employees, principals, managers, partners, members, attorneys and representatives, in form and substance satisfactory to the Board.
Death or Disability
. In the event of the death or Disability of Executive during the Employment Period, Employer's obligation to make payments or provide any other benefits under this Agreement shall cease as of the date of death or Disability of Executive; provided that Executive (or his estate) shall be entitled to receive (i) his annual Base Salary, as in effect immediately prior to the Termination Date, through the Termination Date, paid in accordance with Employer's then existing payroll practices, and (ii) reimbursement of any unreimbursed expenses for which Executive is entitled to reimbursement hereunder through the Termination Date.
. If the Employment Period is terminated by Employer for Cause or by Executive, Executive shall not be entitled to any severance or other payments or benefits as of the Termination Date (except as required by applicable law) and all rights to receive a salary, benefits or other compensation shall terminate as of the Termination Date; provided that Executive shall be entitled to receive, within 30 days of such Termination Date (i) all earned or accrued, but unpaid Base Salary through the Termination Date and (ii) reimbursement of any unreimbursed expenses for which Executive is entitled to reimbursement hereunder through the Termination Date.
. Except as required by applicable law or Employer's benefit plans or as specifically provided in this Section 5 or Section 4(b), Employer's obligation to make any payments or provide any other benefits to Executive shall terminate automatically as of the Termination Date.
Termination of Severance
. If Executive breaches any of the provisions of Sections 6 through 9 hereof, Employer shall no longer be obligated to make any payments or provide any other benefits pursuant to this Section 5.
. Upon the termination of the Employment Period for any or no reason Executive, shall immediately resign as an officer, director and/or manager of Parent, Employer and any of their Subsidiaries or Affiliates, as applicable.
Reversal of Determination.
If matters constituting Cause become known to Employer within 180 days of the Termination Date, then Employer may, by delivery of written notice to Executive, treat such termination as being for Cause, in which case, Executive shall be entitled to receive only such amounts specified in Section 5(c) and any amounts remitted to Executive in excess thereof prior to the date the Board has actual knowledge of the matters constituting Cause shall be repaid to Employer by Executive within five business days after written demand thereof by Employer.
Obligation to Maintain Confidentiality
. Executive acknowledges that all information, observations and data (including trade secrets) obtained by him while employed by or on behalf of Employer and/or any of its Subsidiaries or Affiliates pursuant to this Agreement concerning the business or affairs of Parent, Employer or any of their Subsidiaries, Affiliates or predecessors (such information, collectively "Confidential Information") are the property of Parent, Employer or their Subsidiary or Affiliate, as the case may be. Confidential Information will be interpreted as broadly as possible to include all confidential information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is related to Employer's or its Subsidiaries' or Affiliates' current or planned business, or their predecessors' businesses. Confidential Information includes, without specific limitation, the confidential information, observations and data obtained by Executive during the course of his performance under this Agreement concerning the business and affairs of Parent, Employer and their Subsidiaries and Affiliates and their predecessors, information concerning acquisition opportunities in or reasonably related to Parent', Employer's or their Subsidiaries' or Affiliates' business or industry, the persons or entities that are current, former or prospective suppliers, customers, referral sources or independent contractors of any one or more of them, as well as development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, including plans or lists regarding planned and potential sales or acquisitions, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive agrees that he shall not (during his employment with or on behalf of Employer or at any time thereafter) disclose to any unauthorized person or use for any Person's account (other than Parent's, Employer's or their Subsidiaries' account) such Confidential Information without the Board's prior written consent, unless and to the extent that any Confidential Information (x) is generally available as of the date hereof to the public other than as a result of disclosure by Executive or any of his Affiliates, agents or representatives, (y) becomes generally available to the public after the date hereof other than as a result of disclosure by Executive or any of his Affiliates, agents or representatives, or (z) is required to be disclosed pursuant to any applicable law or court order (provided that Executive shall give prompt advance written notice of such requirement to the Board to enable Employer to seek an appropriate protective order or confidential treatment). Executive agrees to deliver to Employer at the termination of the Employment Period, or at any other time Employer may request in writing, all memoranda, notes, plans, records, reports, studies and other documents, whether in paper or electronic form (and copies thereof), relating to the business of Employer or its Subsidiaries or Affiliates (including all Confidential Information or Work Product (as defined below)) that he may then possess or have under his control. Executive agrees to give Employer access to and to allow Employer to inspect any computer or electronic device (including the right to copy information contained therein) that Employer believes contains Confidential Information or has been used by Executive in connection with the performance of his duties hereunder, regardless of whether such computer or device is owned by Executive, Parent, Employer, or any of their Subsidiaries.
Third Party Information
. Executive understands that Parent, Employer and their Subsidiaries and Affiliates will receive from third parties confidential or proprietary information ("Third Party Information") subject to a duty on Parent', Employer's and their Subsidiaries' and Affiliates' part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 6(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of Parent, Employer and their Subsidiaries and Affiliates who need to know such information in connection with their work for Parent, Employer and their Subsidiaries and Affiliates) or use, except in connection with his work for Parent, Employer and their Subsidiaries and Affiliates, Third Party Information unless expressly authorized by a member of the Board (other than Executive) in writing.
Use of Information of Prior Employers
. During the Employment Period, Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of Parent, Employer or their Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person, with it being understood and agreed that confidential information that Parent and/or one or more of its Subsidiaries acquired pursuant to the Acquisition Agreement shall not be deemed confidential information of former employers of Executive. Executive will use in the performance of his duties only information which is (i) generally known and used by persons with training and experience comparable to Executive's and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or developed by Parent, Employer or their Subsidiaries and Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person. If at any time during his employment with or on behalf of Employer or any Subsidiary, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive's duties can be modified appropriately.
Executive represents and warrants to Employer that Executive took with him no materials that contain confidential information belonging to any former employer when Executive left his prior position and that Executive has nothing that contains any confidential information which belongs to any former employer (including any electronic or other device containing such information). If at any time Executive discovers this is incorrect, Executive shall promptly return any such materials to the appropriate employer. Employer does not want any such materials, and Executive shall not be permitted to use or refer to any such materials in the performance of Executive's duties hereunder.
Inventions and Patents
Executive hereby assigns to Employer all right, title and interest to all patents and patent applications, all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (in each case whether or not patentable), all copyrights and copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that both (a) are conceived, reduced to practice, developed or made by Executive while employed by or on behalf of Employer or its Affiliates and (b) either (i) relate to Parent's, Employer's or any of their Subsidiaries' or Affiliates' actual or anticipated business, research and development or existing or future products or services, or (ii) are conceived, reduced to practice, developed or made using any of equipment, supplies, facilities, assets or resources of Parent, Employer or any of their Subsidiaries or Affiliates (including any intellectual property rights) ("Work Product"). Executive shall promptly disclose such Work Product to the Board and perform, at the expense of Employer, all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm Employer's ownership of the Work Product (including assignments, consents, powers of attorney, applications and other instruments).
Executive is hereby advised that this Section 7 regarding Employer's and its Subsidiaries' and Affiliates' ownership of Work Product does not apply to any invention for which Executive can demonstrate that no equipment, supplies, facilities or trade secret information of Employer or any of its Subsidiaries was used and which was developed entirely on Executive's own time, unless (i) the invention relates to the business of Employer or any of its Subsidiaries or Affiliates or to Employer's or any of its Subsidiaries' or Affiliates' actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by Executive for Employer or any of its Subsidiaries or Affiliates.
During the Noncompete Period, Executive shall not directly or indirectly through another Person (i) solicit, induce or attempt to induce or solicit any employee of Parent, Employer or any of their Subsidiaries or Affiliates to leave the employ of Parent, Employer or such Subsidiary or Affiliate, or in any way interfere with the relationship between Parent, Employer or any such Subsidiary or Affiliate and any employee thereof, (ii) hire or attempt to hire any person who was an employee of Parent, Employer or any of their Subsidiaries or Affiliates at any time during the twelve months prior to the termination of Executive's employment, (iii) induce, solicit or otherwise encourage, or attempt to induce, solicit or otherwise encourage any direct or indirect customer, prospective customer, supplier, independent contractor, referral source, licensee, licensor, franchisee or other business relation of Parent, Employer or any of their Subsidiaries or Affiliates (each, a "Business Relation") to cease doing, or reduce the amount of, business with Parent, Employer or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such Business Relation (including making any negative or disparaging statements or communications regarding Parent, Employer or its Subsidiaries or Affiliates or their respective officers, directors, employees, principals, partners, members, managers, attorneys and representatives) or (iv) engage in any business activity with any Business Relation in connection or competition with the Business.
Executive acknowledges and agrees that the provisions of Sections 6 through 9 are in consideration of the Base Salary, the severance compensation provisions set forth in Section 5, other compensation payable hereunder and additional other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Executive expressly agrees and acknowledges that: (i) the restrictions contained in Sections 6 through 9 (A) are reasonable with respect to subject matter, time period and geographical area; (B) do not preclude Executive from earning a livelihood; and (C) do not unreasonably impose limitations on Executive's ability to earn a living, (ii) the potential harm to Parent, Employer and their Subsidiaries and Affiliates of the non-enforcement of the restrictions contained in Sections 6 through 9 outweighs any harm to Executive of such enforcement by injunction or otherwise and (iii) he has carefully read this Agreement, has given careful consideration to the restraints imposed upon Executive by this Agreement after consultation with legal counsel and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information and Parent's, Employer's and their Subsidiaries' and Affiliates' business interests.
If, at the time of enforcement of any of Sections 6 through 9, a court or an arbitrator shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because Executive's services are unique and because he has access to Confidential Information and Work Product, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, each of Parent, Employer and/or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of any of Sections 8 and 9, the Noncompete Period and/or the Non Solicit Period, as applicable, shall be tolled until such breach or violation has been duly cured. The covenants contained in Sections 6 through 9 are independent of the other obligations under this Agreement. Employer's or Parent' breach of any term of this Agreement or any other agreement with Executive shall not have any effect on any of Executive's obligations hereunder.
. Sections 6 through 10 shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Period.
. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to such terms in the Parent LP Agreement.
"Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities or otherwise.
"Board" means Employer's board of managers or the board of managers of TNGP, its general partner.
"Business" means the businesses conducted by Employer or its Affiliates at any time during the Employment Period and shall include, but not be limited to, the business of (i) developing, manufacturing, marketing and selling vehicle, asset and personal tracking technologies and services and associated products for commercial markets, (ii) embedded software installation upon, or sales of, GPS modules for commercial markets, and (iii) original equipment manufacturing related to GPS modules and vehicle, asset and personal tracking technologies and associated products for commercial markets.
"Cause" with respect to Executive, shall mean one or more of the following: (i) the commission of a felony or other crime involving moral turpitude or the commission of any crime involving misappropriation, embezzlement or fraud with respect to Parent, Employer or any of their Subsidiaries, (ii) conduct that could reasonably be expected to cause Parent, Employer or any of their Subsidiaries substantial public disgrace or disrepute or material economic harm, (iii) the repeated failure (for reasons other than death or Disability) to perform his duties as lawfully and reasonably directed by the Board or any person designated by the Board, (iv) a breach of fiduciary duty or gross negligence or willful misconduct that results in material economic harm, in each case, with respect to Parent, Employer or any of their Subsidiaries, (v) any breach of Section 6, (vi) any breach of Sections 7, 8 or 9 of this Agreement, or (vii) any other material breach by Executive of this Agreement, provided that if the conduct described in clauses (ii)or (iv) (collectively, the "Breach Conduct") of this definition is capable of being fully cured within the Cure Period, Executive shall have fifteen (15) days (the "Cure Period") from notification of such Breach Conduct by Employer in which to remedy such Breach Conduct; provided further that Executive shall not have any opportunity to cure any Breach Conduct of the nature for which Executive had previously received notice and cured.
"Disability or Disabled" shall mean with respect to Executive that if, as a result of his incapacity due to physical or mental illness, Executive is considered disabled under Employer's long-term disability insurance plans covering Executive or, in the absence of such plans, covering Executive, (a) Executive is unable to perform the essential duties, responsibilities and functions of his position with Employer as a result of any mental or physical disability or incapacity, even with reasonable accommodations of such disability or incapacity provided by Employer, and such disability or incapacity is deemed by a licensed physician chosen by the Board to be of a permanent nature, or (b) Executive is unable to perform the essential duties, responsibilities and functions of his position with Employer as a result of any mental or physical disability or incapacity, even with reasonable accommodations of such disability or incapacity, on a full-time basis for a continuous period of 120 days or for a period of 180 days (whether or not consecutive) in any twelve (12) consecutive month period, as reasonably determined by the Board in its good faith judgment. Executive shall cooperate in all respects with Employer if a question arises as to whether he has become Disabled (including submitting (at Employer's sole cost and expense) to an examination by a medical doctor or other health care specialists selected by the Board and authorizing such medical doctor or such other health care specialist to discuss Executive's condition with the Board).
"Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.
"Subsidiary" means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall control the managing director or general partner of such partnership, association or other business entity.
. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) one day after being sent to the recipient by reputable express courier service (charges prepaid), (c) three business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (d) when telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands and other communications shall be sent to the addresses indicated below (or at such other address as shall be given in writing by one party to the others):
If to Executive:
If to Employer or Parent:
Telit Location Solutions, Inc
Telit-Navman GP, LLC
. Employer, Parent and Executive will each pay their own costs and expenses incurred in connection with the negotiation and execution of this Agreement and the agreements contemplated hereby.
. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way, including that certain Management Agreement dated July 15, 2007.
Counterparts and Delivery by Facsimile
. This Agreement and any agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. This Agreement and any agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense.
. Each of the parties to this Agreement shall be entitled to enforce his or its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney's fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. The prevailing party in any lawsuit or arbitration regarding this agreement shall be entitled to recover his or its damages and costs (including reasonable attorney's fees) incurred in connection with the dispute.
Amendment and Waiver
. The provisions of this Agreement may be amended or waived only with the prior written consent of Employer and Executive.
. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in North Carolina the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or legal holiday.
. This Agreement shall inure to the benefit of and be enforceable by Executive's respective personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee or, if there be no such designee, to Executive's estate. Executive shall not, without the prior written consent of the Board, assign, transfer or delegate all or any portion of this Agreement or any rights or obligations hereunder.
No Strict Construction
. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.
. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (iv) all references herein to Sections shall be construed to refer to Sections of this Agreement unless otherwise noted.
Governing Law; Jurisdiction
. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for Delaware and any Delaware state court sitting in Wilmington, Delaware, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13 shall be deemed effective service of process on such party.
. Employer may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments (at Employer's expense) in writing as may be reasonably necessary to obtain and constitute such insurance.
. During the Employment Period, Executive shall submit to the Board all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the business of Parent, Employer or any of their Subsidiaries or which could be beneficial to the business of Parent, Employer or any of their Subsidiaries ("Corporate Opportunities"). During the Employment Period, unless approved in writing by the Board, Executive shall not accept or pursue, directly or indirectly (including through Executive's Affiliates), any Corporate Opportunities on Executive's own behalf (whether directly or indirectly, including through Executive's Affiliates).
. During the Employment Period and thereafter, Executive shall cooperate with Parent, Employer and any of their Subsidiaries in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by Parent or Employer (including Executive being available to Parent or Employer upon reasonable notice for interviews and factual investigations, appearing at Parent' or Employer's request to give testimony without requiring service of a subpoena or other legal process, volunteering to Parent or Employer and turning over to Parent or Employer, upon request, all relevant documents that are or may come into Executive's possession, all at times and on schedules that are reasonably consistent with Executive's other permitted activities and commitments). In the event that Parent or Employer requires Executive's cooperation in accordance with this Section 14(n), Parent or Employer, as applicable, shall pay Executive a reasonable per diem as determined by the Board, as applicable, and reimburse Executive for reasonable out-of-pocket costs and expenses incurred in connection therewith (including lodging and meals and reasonable attorneys fees, upon submission of reasonable evidence thereof acceptable to Parent and Employer).
Survival of Representations and Warranties
. All representations and warranties of Executive contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, regardless of any investigation made by Parent, Employer or any of their Subsidiaries or on their behalf.
WAIVER OF JURY TRIAL
. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
Termination and Release.
Executive hereby acknowledges and agrees that any employment agreement, consulting agreement or other similar agreement (the "Prior Agreement"), by and among Employer,Telit Location Solution, Parent, and/or any of their its Subsidiaries and Executive, as in effect on the Effective Date, be and hereby is terminated. In addition, for the consideration set forth herein, Executive, effective as of the Effective Date, hereby fully and forever releases and discharges Parent, Employer and their Subsidiaries and Affiliates from any and all Released Claims (as defined below). Executive agrees that this release is and shall be construed to be a covenant by such Executive to not, at any time, sue, instigate, institute, cause to institute, assist in instituting or permit to be instituted by, through or on its behalf any legal, equitable or administrative proceedings or to otherwise allege or assert any Released Claims against Parent, Employer and their Subsidiaries and Affiliates. Executive agrees and acknowledges that this release shall bar and extinguish any and all Released Claims against Parent, Employer and their Subsidiaries and Affiliates whether asserted by, through or under it. "Released Claim" means any claim, demand, lien, agreement, contract, covenant, action, cause of action, promise, suit, expense, account, bill, reckoning, damage, judgment, order, obligation and liability and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities of whatever kind or nature, in law or in equity, by statute or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected and whether or not concealed or hidden, based in whole or in part on any action, omission, transaction, agreement, event or other occurrence taking place on or prior to the Closing Date and relating to the Prior Agreement.
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