Key Employee Agreement

EXHIBIT 10.1


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KEY EMPLOYEE AGREEMENT
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To: Jacques Assour, Ph.D. As of April 1, 1998
118 Northgate Circle
Melville, NY 11747


The undersigned, Centennial Technologies, Inc., a Delaware corporation (the "Company"), hereby agrees with you as follows:


1. POSITION AND RESPONSIBILITIES.


1.1 You shall serve as the Senior Vice President of Operations of the Company or in a position designated by the Company's Chief Executive Officer, and shall perform such functions as are customarily associated with such capacity from time to time at the Company's headquarters or such place or places as are appropriate and necessary in connection with such employment. These functions shall include, among other things, building positive and productive relationships with the Company's customers, vendors and suppliers; the training, development and mentoring of subordinate personnel; the hiring and assimilation of personnel to assume director positions in the areas of management information systems, procurement and engineering, and other functions as delegated from time to time by the Company's Chief Executive Officer.


1.2 You will, to the best of your ability, devote your full time and best efforts to the performance of your duties hereunder and the business and affairs of the Company. You agree to perform such duties consistent with your position as may be lawfully and reasonably assigned to you by the Company's Chief Executive Officer from time to time. Such duties may include similar responsibilities with companies in which the Company has a majority ownership interest.


1.3 You will duly, punctually and faithfully perform and observe any and all lawful rules and regulations that the Company may now or shall hereafter establish governing the conduct of its business.


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2. TERM OF EMPLOYMENT.


2.1 The term of this Agreement shall be for two (2) years, subject to earlier termination in accordance with Section 2.2 hereof. Thereafter, this Agreement may be renewed upon the written agreement of you and the Company. The term of this Agreement and any renewal thereof shall not to be construed as an agreement, either expressed or implied, to employ you for a stated term, and shall in no way alter the Company's policy of employment at will, allowing either you or the Company to remain free to terminate the employment relationship with or without cause at any time.


2.2 The Company shall have the right to terminate your employment at any time either (a) for "cause" (as defined herein), or (b) upon thirty (30) days' notice without cause. If the Company terminates your employment for cause, the Company shall be obligated to pay you an amount equal to your salary and vacation pay which is accrued and unpaid up to the date of such termination. If the Company terminates your employment without cause, the Company shall be obligated to pay you your Base Salary (as defined in EXHIBIT A attached hereto) for a period of six (6) months (the "Severance Period"). The Company shall also continue in full force and effect for the Severance Period all health and insurance benefits that you enjoyed at the time of your termination without cause, and all other benefits which applicable law requires to be continued. These severance payments would be in lieu of all other severance by the Company to which you might be entitled and is conditioned upon your execution of a general release in a form satisfactory to the Company.


2.3 For purposes of Section 2.2 hereof, the term "cause" shall mean the following: (i) your involvement in any felony crime, material arrestable criminal offense (excluding road traffic offenses for which a fine or non-custodial penalty is imposed), or any crime in connection with your employment with the Company (including theft of Company assets); or (ii) material insubordination or your unreasonable failure to take actions permitted by law and necessary to implement strategies or policies of the Company and which are consistent with your positions and duties, following written warning of such material insubordination or unreasonable failure; or (iii) drunkenness or use of any drug or narcotic which adversely affects your job performance; or (iv) any knowing or intentional misrepresentation of significant information important to the operating condition of the Company; or (v) acting in material breach or contravention of any non-competition, non-disclosure or non-solicitation covenants hereof, or (vi) after written warning from the Company's Chief Executive Officer, continued willful failure to fulfill the job functions outlined in paragraph 1.1 of this Agreement.


3. COMPENSATION. You shall receive the compensation and benefits set forth on Exhibit A hereto ("Compensation") for all services to be rendered by you hereunder and for your transfer of property rights, if any, pursuant to an agreement relating to inventions and non-disclosure dated as of September 15, 1997 attached hereto and made a part hereof as EXHIBIT C


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between you and the Company (the "Invention and Non-Disclosure Agreement") and pursuant to an agreement relating to non-competition and non-solicitation dated as of September 15, 1997 attached hereto and made a part hereof as EXHIBIT D between you and the Company (the "Non-Competition and Non-Solicitation Agreement").


4. OTHER ACTIVITIES DURING EMPLOYMENT.


4.1 Except for any outside employments and directorships currently held by you as listed on EXHIBIT B hereto, if any, and except with the prior written consent of the Company's Board of Directors (which approval shall not be unreasonably withheld), you will not during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise other than one in which ...