Exhibit
10.20


 


Eltron


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT, effective as of
April 1, 1997 (the “Effective Date”), is entered into between Eltron International, Inc., a California
corporation (“Eltron”), and Veraje Anjargolian, an individual residing at 3344
Emerald Isle Drive, Glendale, CA 91206 (“Employee”). In consideration of the
mutual promises contained herein, Eltron and Employee agree as follows:


 


1.                                       Employment.


 


During the Employment Term (as defined
below), Eltron hereby employs Employee as its Vice President, New Business
Development or in such other capacities as may be requested from time to time.
Employee accepts such employment and shall render the services specified herein
upon the terms and conditions and for the compensation herein provided.


 


2.                                       Term
of Employment.


 


Unless otherwise extended by written
agreement of the parties, Employee’s employment hereunder will commence as of
the Effective Date and will end on the earlier of: (a) the first anniversary of
the Effective Date; (b) the date of termination of Employee’s employment
pursuant to Sections 5, 6, or 7; or (c) the date of Employee’s death
(collectively, the “Employment Term”). Until either party gives written notice
to the other party prior to the expiration of the Employment Term, this
Agreement shall automatically renew on each anniversary of the Effective Date
for an additional one (1) year term and all of the terms of this Agreement
shall govern unless otherwise agreed to in writing signed by both parties.


 


3.                                       Services
to be Rendered.


 


Subject to the terms and conditions of this
Agreement, Employee will initially be employed as Vice President, New Business
Development. Employee further agrees to serve in such other positions with
Eltron or with its affiliates or subsidiaries as Eltron may periodically
request. Initially, Employee will report to Donald Skinner, Chairman and Chief
Executive Officer.


 


Employee agrees to observe and comply with
all of the policies, procedures and rules of Eltron regarding the performance
of his specific duties and the duties and obligations of Eltron employees in
general. Employee specifically covenants, warrants and represents to Eltron
that he has the full, complete and entire right and authority to enter into
this Agreement, and that he has no agreement, duty, commitment or
responsibility of any kind or nature whatsoever with any other party, person,
or entity which would conflict with or prevent any performance of his duties
for Eltron.


 


4.                                       Salary
and Benefits; Reimbursement of Expenses.


 


a.     Base
Salary. Eltron shall pay Employee a base salary for full-time employment
compensation at the rate of $9,583.33 per month, payable in equal bi-weekly
installments. Eltron shall make all deductions, withholding, and other payments
that are required by law from the gross sums paid to Employee.


 


b.     Expense
Reimbursement. Eltron will pay or reimburse Employee for all preapproved
business travel, business entertainment and other expenses reasonably and
necessarily incurred by Employee in the performance of his obligations under
this Agreement and in accordance with Eltron’s policies and procedures.
Employee shall submit receipts for all requested reimbursement of expenses.


 





















 


c.     Benefit
Plans and Other Fringe Benefits. Employee and his dependents that are eligible
will be permitted to participate in medical, life insurance and disability
plans now made available generally by Eltron to its employees or which may be
made generally available in the future, subject to, and on a basis consistent
with, the terms, conditions and administration of each such plan.


 


It will not constitute a breach of this
Agreement if Eltron unilaterally modifies, reduces or eliminates any of the
benefits under any of these plans if such modification, reduction, or
elimination applies equally to all similarly situated eligible participants in
such plans.


 


Employee, in accordance with Eltron’s
vacation policy, may take annual vacations aggregating 80 hours per year during
the first and second year of this Agreement. The maximum accrual of vacation
hours for the Employee will be 200 hours.


 


d.     Bonuses.
Employee shall be eligible to participate in a discretionary bonus plan for
bonuses of up to 30% of Employee’s quarterly base salary, payable upon
successful completion of certain tasks. Employee and the Chief Executive
Officer shall draft a writing listing Employee’s proposed Most Important Tasks
(“MIT”) for each upcoming quarter. Each proposed task shall then be reviewed
and, if satisfactory, approved by the Compensation Committee of the Board of
Directors or the Chief Executive Officer and assigned a numerical weighting. At
the end of each quarter, Employee’s approved MIT’s will be reviewed by the
Chief Executive Officer to assess task completion and determine the amount of
bonus, if any, to be awarded. The determination of the amount of the
discretionary bonus, if any is awarded, shall be in the sole discretion of the
Compensation Committee of the Board of Directors or, if applicable, the Chief
Executive Officer.


 


5.                                       Disability.


 


If Employee becomes either partially or
totally unable to perform his duties hereunder because of any illness, injury
or physical or mental disability during the term of his employment at Eltron,
he may remain a participant in Eltron’s benefit and compensation plans, in
accordance with, and to the extent permitted under the terms of such plans. In
the event of a partial disability, and if requested by Eltron, Employee will
provide such part-time services as may be consistent with the nature and extent
of such disability and his position with Eltron. As used herein, “disability”
means a temporary or permanent condition which, in the opinion of a competent
medical professional selected by Eltron, would prevent or prohibit Employee
from performing or attempting to perform his duties hereunder substantially as
performed prior to the occurrence of such disability.


 


Should Employee be disabled for a consecutive
three-month period or three months out of six months or, if in the opinion of a
medical professional selected by Eltron, Employee can be reasonably expected to
be disabled for at least any one of those periods of time, Eltron and Employee
agree that Employee’s employment will be terminated and Eltron may immediately
fill Employee’s position with a permanent replacement. Under such
circumstances, Employee’s employment will be treated as if Employee resigned
pursuant to Section 7 herein.


 


6.                                       Termination
of Employment by Eltron.


 


a.     With
Cause. Eltron may terminate Employee’s employment under this Agreement for
“cause”. Upon termination of Employee’s employment by Eltron for “cause,” all
of Employee’s rights to salary, fringe benefits and all other payments and
perquisites from Eltron will terminate prospectively to the maximum extent
permitted by the applicable law and plan provisions. Any such termination by
Eltron will be effective on five (5) days written notice, which notice will
state that the termination is for “cause.” Eltron may also suspend Employee
from all duties during this five-day period.


 


As used herein, “cause” means:


 


(i)                            The commission by
Employee of any felony;


 


(ii)                           Any breach by
Employee of any material term, provision or covenant contained in this
Agreement and the failure of Employee to cure the same within a reasonable
period of time not to exceed sixty (60)


 





















 


days of receipt of written notice of such
failure (which notice must state what action or inaction by the Employee
constitutes the breach and what Employee must do or not do to correct the
breach) and the demand that the same be cured;


 


(iii)                          The willful failure,
neglect, inability or refusal of Employee to perform his duties and
responsibilities under this Agreement and the failure to cure the same within
fifteen (15) days of receipt of written notice (which notice must state what
action or inaction by the Employee constitutes the breach and what Employee
must do or not do to correct the breach) of such failure and the demand that
the same be cured;


 


(iv)                          Any material breach by
Employee of any of Eltron’s material policies, practices, rules and/or
regulations and the failure to cure the same within fifteen (15) days of
receipt of written notice (which notice must state what action or inaction by
the Employee constitutes the breach and what Employee must do or not do to
correct the breach) of such failure and the demand that the same be cured; or


 


(v)                           Any dishonesty or
fraudulent conduct by Employee.


 


(b)   Without
Cause. Eltron may terminate the Employee without cause at any time,
effective immediately. Under such circumstances, the parties agree that Eltron,
its officers, directors and employees shall not be liable for any claims by the
Employee and the Employee agrees to discharge with prejudice any such claims
against Eltron and its officers and directors upon:


 


(i)                            Payment by Eltron to
Employee to Employee of his base salary on a bi-weekly basis for a period of
six (6) months after the date of such termination without cause. No vacation
benefits or eligibility shall accrue during the six-month period; and


 


(ii)                           Payment by Eltron of
Employee’s medical coverage for himself and his eligible dependents for a
period of six (6) months at a substantially equivalent level as was received
prior to termination. Employee agrees to cooperate with Eltron to facilitate
the providing of such benefits to the Employee and his eligible dependents at
the lowest reasonable cost.


 


During the period that Employee’s base salary
is continued, Employee agrees to be available in person or by phone to
cooperate and assist Eltron’s officers, directors and employees with respect to
inquiries concerning Eltron affairs. Employee understands that the continuation
of the base salary shall be made in accordance with Eltron’s then-existing
withholding and payroll policies.


 


7.                     Termination
by Employee.


 


Employee may terminate his employment under
this Agreement with or without “cause” upon reasonable written notice to
Eltron. All of Employee’s rights to salary, fringe benefits, and other payments
and perquisites will terminate prospectively to the maximum extent permitted by
applicable law and plan provisions as of the date of Employee’s termination.


 


8.                                       Full-Time
Employment; Confidentiality.


 


a.     Full-Time
Employment. Employee will devote his full time, energies and attention to
perform all of his duties to Eltron under this Agreement. In addition, Employee
will not engage in any business, civic or other activities that would interfere
with the performance of his duties hereunder. Employee further agrees that he
will not perform services, whether or not for compensation, for any person or
entity, which competes directly or indirectly with Eltron.


 


b.     Confidentiality.
Except as may be required in the ordinary course of performing his duties
hereunder, Employee at no time, whether during or after the termination of his
employment (other than to promote and advance the business of Eltron), will
reveal to any person or entity any trade secrets or confidential business
information concerning Eltron, including but not limited to its production
processes, inventions, formulae, research results and activities, marketing
plans and strategies, pricing policies, customer lists and accounts, business
or financial information of Eltron which have 


 





















 


come to the Employee’s knowledge in the
course and result of his employment with Eltron. These restrictions will not
apply to information that is in the public domain, information that is required
to be disclosed by law or an order of a court, agency or proceeding, or where
Employee is authorized in writing to disclose by the Board of Directors of Eltron.


 


c.     Return
of All Eltron Property and Documents. Upon the termination of employment,
Employee will immediately return to Eltron all property of Eltron including,
without limitation, all keys, credit cards, documents and information, however
maintained (including computer files, tapes, and recordings), concerning Eltron
and acquired by Employee in the course and scope of his employment (excluding
only those documents relating to Employee’s own salary and benefits).


 


d.     Eltron’s
Right to Equitable Relief. If Employee commits a breach, or threatens to
commit a breach, of any of the terms of this Agreement, it is understood and
agreed that such conduct would result in immediate and irreparable harm to
Eltron and would cause damage to Eltron in an amount difficult to ascertain.
Eltron will be entitled to the remedies of injunction and specific performance
by any court having competent equity jurisdiction, and nothing in Section 9
herein shall apply or be interpreted to prohibit Eltron from seeking such equitable
remedies.


 


e.     Duties
of Employee after Termination. Employee shall fully cooperate with Eltron
in all matters relating to the winding up of his pending work on behalf of
Eltron and the orderly transfer of any such pending work and of his duties and
responsibilities for Eltron to such other employees of Eltron as may be
designated by the management of Eltron.


 


9.     Arbitration.


 


Any controversy, dispute or claim arising out
of, or relating to or concerning the employment and compensation of Employee or
the termination of Employee’s employment or a claimed violation of any
provision of the laws of California or the United States will be settled by
arbitration in Ventura County, California, in accordance with the Rules of the
American Arbitration Association (the “AAA”) then existing. Should the AAA
publish rules designed to accomplish the arbitration of employment disputes
between employees not represented by a union and their employers, then those
rules will be utilized. This agreement to arbitrate will be specifically
enforceable. Judgment upon any award rendered by an arbitrator may be entered
in any court having jurisdiction. If the rules of the AAA differ from those of
this Section, the provisions of this Agreement will control.


 


a)     Procedure
for Arbitration. Subject to the above, any demand for arbitration may be
filed with the AAA and served upon the other party at any time within the
period covered by the applicable statute of limitations.


 


b)    Conduct
of Arbitration Proceedings. The cost of the arbitrator will be shared
equally by the parties. If there is any issue whatsoever concerning
confidentiality or trade secrets, no recording or transcription of the
arbitration will take place.


 


c)     Powers
of the Arbitrator. The arbitrator will have no authority to extend, modify
or suspend any of the terms of this Agreement. The arbitrator will make his
award in writing and shall accompany it with an opinion discussing the evidence
and setting forth the reasons for his award. The arbitrator shall have the
power to make all factual determinations and rule on all issues of law. ANY
AWARD RENDERED BY THE ARBITRATOR SHALL BE FINAL AND BINDING UPON EACH PARTY TO
THE ARBITRATION AND UNREVIEWABLE FOR ERROR OF LAW OR FOR LEGAL REASONING OF ANY
KIND AND ANY SUCH AWARD MAY BE CONFIRMED AND A JUDGMENT ON SUCH AWARD MAY BE
ENTERED IN ANY COURT OF COMPETENT JURISDICTION.


 


d)    Waiver
of Right to Trial by Jury or Court. The parties hereto specifically waive
any right to a trial by jury or a trial before a state or federal court judge.


 





















 


10.   Non-Solicitation.


 


During the Employment Term and for a period
of one year thereafter, Employee agrees that he shall not solicit any customers
of Eltron, or recruit or cause any other person to recruit any employee of
Eltron to any business or businesses competitive with Eltron.


 


11.   Inventions.


 


a)     Inventions
Retained and Licensed. Employee has attached as Exhibit A hereto a
list describing all inventions, original works of authorship, developments,
improvements, and trade secrets which were made by Employee prior to his
employment with Eltron (collectively referred to as “Prior Inventions”), which
belong to Employee, which relate to Eltron’s proposed business, products or
research and development, and which are not assigned to Eltron hereunder; or,
if no such list is attached, Employee represents that there are no such Prior
Inventions. If in the course of Employee’s employment with Eltron, Employee
incorporates into a Eltron product, process or machine any Prior Inventions
owned by Employee or in which Employee has an interest, Eltron is hereby
granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license to make, have made, modify, use and sell such Prior
Inventions as part of or in connection with such product, process or machine.


 


b)    Assignment
of Inventions. Employee agrees that he will promptly make full written
disclosure to Eltron, will hold in trust for the sole right and benefit of
Eltron, and hereby assigns to Eltron, or its designee, all of the Employee’s
right, title, and interest in and to any and all inventions, original works of
authorship, developments, concepts, improvements or trade secrets, whether or
not patentable or registrable under copyright or similar laws, which Employee
may solely or jointly conceive or develop or reduce to practice, or cause to be
conceived or developed or reduced to practice, during the period of time
Employee is in the employ of Eltron (collectively referred to as “Inventions”),
except as provided in Section 11(f) below. Employee further acknowledges
that all original works of authorship which are made by Employee (solely or
jointly with others) within the scope of and during the period of his
employment with Eltron and which are protectable by copyright are “works made
for hire,” as that term is defined in the United States Copyright Act.


 


c)     Inventions
Assigned to the United States. Employee agrees to assign to the United
States government all of Employee’s right, title and interest in and to any and
all inventions whenever such full title is required to be in the United States
by a contract between Eltron and the United States or any of its agencies.


 


d)    Maintenance
of Records. Employee agrees to keep and maintain adequate and current
written records of all Inventions made by Employee (solely or jointly with
others) during the term of Employee’s employment with Eltron. The records will
be in the form of notes, sketches, drawings, and any other format that may be
specified by Eltron. The records will be available to and remain the sole
property of Eltron at all times.


 


e)     Patent
and Copyright Registrations. Employee agrees to assist Eltron, or its
designee, at Eltron’s expense, in every proper way to secure Eltron’s rights in
the inventions and any copyright patents, mask work rights or other
intellectual property rights relating thereto in any and all countries,
including the disclosure to Eltron of all pertinent information and data with
respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments which Eltron shall deem necessary in
order to apply for and obtain such rights and in order to assign and convey to
Eltron, its successors, assigns, and nominees the sole and exclusive rights,
title and interest in and to such inventions, and any copyrights, patents, mask
work rights or other intellectual property rights relating thereto. Employee
further agrees that his obligation to execute or cause to be executed, when it
is in Employee’s power to do so, any such instrument or papers shall continue
after termination of this Agreement. If Eltron is unable because of Employee’s
mental or physical incapacity or for any other reason to secure Employee’s
signature to apply for or to pursue any application for any United States or foreign
patents or copyright registrations covering Inventions or original works of
authorship assigned to Eltron as above, then Employee hereby irrevocably
designates and appoints Eltron and its duly authorized officers and agents as
Employee’s agent and attorney-in-fact, to act for and in Employee’s behalf and
stead to execute and file any such applications and to do all other lawfully
permitted acts to further the prosecution and issuance of letters or patent or
copyright registrations thereon with the same legal force and effect as if
executed by Employee.


 


f)     Exception
to Assignments. Employee understands that the provisions of this Agreement
requiring assignment of Inventions to Eltron do not apply to any invention
which qualifies fully under the provisions of California Labor Code Section
2870 (attached as Exhibit B). Employee will advise Eltron promptly in
writing of any inventions that 


 





















 


Employee believes meet the criteria in
California Labor Code Section 2870 and which are not otherwise disclosed on Exhibit
A.


 


12.   Notices.


 


Any notice or other communication required or
permitted to be given to the parties hereto shall be deemed to have been given
when received addressed as follows:


 


	
   

  	
  a)

  	
  If to Eltron:

  
	
   

  	
   

  	
  Eltron International, Inc.

  
	
   

  	
   

  	
  41 Moreland Road

  
	
   

  	
   

  	
  Simi Valley, California 93065

  
	
   

  	
   

  	
  Attention: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  b)

  	
  If to Employee:

  
	
   

  	
   

  	
  Veraje Anjargolian

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


13.   Entire
Agreement.


 


Any previous written oral employment
agreement between Employee and Eltron (including its subsidiaries) is canceled.
This Agreement constitutes the entire understanding between the parties with
respect to the subject matter hereof, superseding all prior or contemporaneous
negotiations, discussions, or preliminary or final agreements, written or oral.


 


14.   Governing
Law.


 


This Agreement will be governed by and
construed in accordance with the laws of the State of California.


 


15.   Assignment
by Eltron/No Assignment by Employee.


 


Eltron may assign its rights and delegate its
responsibilities under this Agreement to any corporation which acquires all or
substantially all of the operating assets of Eltron by merger, consolidation,
dissolution, liquidation, combination, sale or transfer of assets or otherwise.
Employee may not assign any rights or obligations under this Agreement.


 


16.   No
Waiver.


 


No party’s failure to enforce any provision
of this Agreement will be construed in any way as a waiver of such provision or
provisions, or prevent that party thereafter from enforcing each and every
other provision of this Agreement.


 


17.   Partial
Invalidity.


 


Invalidity or unenforceability of any
provision or portion of this Agreement will not affect the validity or
enforceability of the other provisions of this Agreement.


 


19.   Interpretations.


 


Both parties have been afforded the
opportunity to be represented by counsel. Accordingly, no interpretation or
construction of any provision will be influenced by the identity of the
draftsperson thereof.


 





















 


20.   Counterparts.


 


This Agreement may be executed simultaneously
in two or more counterparts each of which shall be deemed an original but all
of which together shall constitute one and the same agreement.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement effective as of the date first set forth above.


 


	
   

  	
  ELTRON INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald Skinner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Skinner

  
	
   

  	
   

  	
  Chairman

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  /s/ Veraje Anjargolian

  	
   

  
	
   

  	
   

  
	
   

  	
  Veraje Anjargolian

  
					



 





















 


EXHIBIT
A


TO


EMPLOYMENT
AGREEMENT


 


The following is a list describing all
inventions, original works of authorship, developments, improvements, and trade
secrets of Employee:


 


 


	
   

  	
  No inventions, improvements, etc., listed.

  	
   

  
	
   

  	
   

  
	
   

  	
  Addition Sheets Attached

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Veraje Anjargolian

  	
   

  
	
   

  	
   

  
	
   

  	
  Veraje Anjargolian

  



 





















 


EXHIBIT
B


TO


EMPLOYMENT
AGREEMENT


 


 


California
Labor Code Section 2870:


 


§ 2870. Employment agreements; assignments of
rights.


 


a)     Any
provision in an employment agreement which provides that an employee shall
assign, or offer to assign, any of his or her rights in an invention to his or
her employer shall not apply to an invention that the employee developed
entirely on his or her own time without using the employer’s equipment,
supplies, facilities, or trade secret information except for those inventions
that either:


 


1)     Relate
at the time of conception or reduction to practice of the invention to the
employer’s business, or actual or demonstrably anticipated research or
development of the employer; or


 


2)     Result
from any work performed by the employee for the employer.


 


b)    To
the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of
this state and is unenforceable.