EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into as of the
25th day of March, 2004, by and between Apogee Technology, Inc., a Delaware
corporation with its principal office at 129 Morgan Drive, Norwood,
Massachusetts 02062 (the "Company"), and Herbert M. Stein (the "Executive").
WITNESSETH:
WHEREAS, the Company desires to engage the full-time services of the Executive;
WHEREAS, the Executive desires to be so employed by the Company; and
WHEREAS, the Company desires to be assured that the unique and expert services
of the Executive will be available solely to the Company on such full-time
basis, and that the Executive is willing and able to render such services on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:
EMPLOYMENT AND TERM.
THE COMPANY HEREBY AGREES TO EMPLOY THE EXECUTIVE, AND THE
EXECUTIVE HEREBY AGREES TO ACCEPT SUCH EMPLOYMENT, ON THE TERMS AND CONDITIONS
SET FORTH HEREIN, FOR THE THREE YEAR PERIOD COMMENCING ON JANUARY 1, 2004 (THE
"EFFECTIVE DATE"), UNLESS SUCH EMPLOYMENT IS EARLIER TERMINATED IN ACCORDANCE
WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT.
THIS AGREEMENT SHALL
AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF TWO YEARS (EACH A "RENEWAL TERM")
UNLESS EITHER PARTY NOTIFIES THE OTHER OF ITS INTENTION NOT TO RENEW THIS
AGREEMENT WITHIN ONE HUNDRED TWENTY (120) DAYS PRIOR TO EXPIRATION OF THE
INITIAL TERM OR RENEWAL TERM, AS APPROPRIATE (COLLECTIVELY, THE INITIAL TERM AND
RENEWAL TERM(S) ARE THE "TERM").
DUTIES AND RESTRICTIONS.
DUTIES AS EXECUTIVE OF THE COMPANY. THE EXECUTIVE SHALL, SUBJECT TO THE
DIRECTION AND SUPERVISION OF THE COMPANY'S BOARD OF DIRECTORS, SERVE AS THE
CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY.
THE EXECUTIVE SHALL ALSO
SERVE AS CHAIRMAN OF THE COMPANY'S BOARD OF DIRECTORS, SUBJECT TO THE RIGHTS OF
THE COMPANY'S SHAREHOLDERS TO ELECT THE COMPANY'S DIRECTORS.
IN HIS CAPACITY AS
PRESIDENT AND CHIEF EXECUTIVE OFFICER, THE EXECUTIVE'S RIGHTS, DUTIES AND
RESPONSIBILITIES SHALL BE AS PRESCRIBED FROM TIME TO TIME BY THE BOARD OF
DIRECTORS OF THE COMPANY, PROVIDED SUCH DUTIES ARE CUSTOMARY FOR A PRESIDENT AND
CHIEF EXECUTIVE OFFICER.
THE EXECUTIVE SHALL DEVOTE HIS ENTIRE WORKING TIME,
ATTENTION AND ENERGY TO THE AFFAIRS OF THE COMPANY DURING THE TERM OF HIS
EMPLOYMENT PURSUANT TO THIS AGREEMENT.
THE EXECUTIVE SHALL PERFORM HIS DUTIES
TO THE BEST OF HIS ABILITY, PURSUANT TO THE POLICIES AND REGULATIONS OF THE
COMPANY, AND SHALL USE HIS BEST EFFORTS TO PROMOTE THE SUCCESS OF THE PRESENT
AND FUTURE BUSINESSES OF THE COMPANY.
THE EXECUTIVE, AS CHIEF EXECUTIVE OFFICER
AND PRESIDENT OF THE COMPANY, SHALL HAVE PRIMARY RESPONSIBILITY FOR MANAGING THE
BUSINESS AND FINANCIAL AFFAIRS OF THE COMPANY.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY, THE EXECUTIVE SHALL REQUIRE BOARD APPROVAL TO HIRE OR FIRE SENIOR
MANAGEMENT EMPLOYEES.
FOR PURPOSES HEREOF, THE TERM "SENIOR MANAGEMENT
EMPLOYEES" SHALL MEAN EMPLOYEES WHO ARE, OR SHALL BE, COMPENSATED WITH AN ANNUAL
BASE SALARY EQUAL TO OR GREATER THAN