Employment and Non-Interference Agreement (2004)Full Document 

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EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

 

This Employment and Non-Interference Agreement, dated as of December 17, 2003 (the “Agreement”), is by and between Dan Harness (the “Executive”) and Sensus Metering Systems Inc., a Delaware corporation (the “Company”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda (“Bermuda 2”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 1) Ltd., a company organized under the laws of Bermuda (“Holdings”).

 

W I T N E S S E T H:

 

WHEREAS, the Company wishes to obtain the future services of the Executive for the Company and its divisions and direct and indirect subsidiaries; and

 

WHEREAS, the Executive is willing, upon the terms and conditions herein set forth, to provide services hereunder; and

 

WHEREAS, the Company wishes to secure the Executive’s non-interference, upon the terms and conditions herein set forth;

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.                                       Nature of Employment; Term of Employment.

 

The “Term of Employment” shall commence as of the date hereof, and extend to December 31, 2006, unless sooner terminated as hereinafter provided; provided, that such term shall continue for the twelve month period following December 31, 2006, and for each twelve month period thereafter, unless at least 90 days prior to the scheduled expiration date, either the Executive or the Company notifies the other of its decision not to continue such term.  Should the Executive’s employment be earlier terminated by the Company pursuant to Section 4(a), by the Executive pursuant to Section 4(b) or mutually by both parties pursuant to Section 4(c), the Term of Employment shall end on the date of such earlier termination.  Nothing contained herein shall be deemed to be an obligation on the part of the Company to extend the Term of Employment.  During the Term of Employment, the Company agrees to retain Executive in its employ, and Executive agrees to remain in the employ of the Company, as President and Chief Executive Officer.  Executive will carry out his duties as President and Chief Executive Officer with respect to all the divisions and direct and indirect subsidiaries of Holdings (which companies, together with the Company, shall be referred to collectively as the “Company Group”), subject to the direction of the Holdings’ Board of Directors (the “Board of Directors”).

 

2.                                       Extent of Employment.

 

(a)                                  During the Term of Employment, the Executive shall perform his obligations hereunder faithfully and to the best of his ability under the direction of the Board of Directors of Holdings to which the Executive shall directly report, and shall abide by the rules, customs and usages from time to time established by the Company or Holdings.

 



 

(b)                                 During the Term of Employment, the Executive shall devote all of his business time, energy and skill to the performance of his duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness or other incapacity), consistent with past practices and norms in similar positions.  The Executive will have such authority and power as are inherent to the undertakings applicable to his position as President and Chief Executive Officer and which are necessary to carry out his responsibilities and the duties required of him hereunder.

 

(c)                                  Nothing contained herein shall require Executive to follow any directive or to perform any act which would violate any laws, ordinances, regulations or rules of any governmental, regulatory or administrative body, agent or authority, any court or judicial authority, or any public, private or industry regulatory authority (collectively, “Regulations”).  Executive will not (i) breach or violate any provision of any Regulations in any material respect or (ii) otherwise act in any manner which might reasonably be expected to have a material adverse effect on the ongoing business, operations, conditions, prospects or other business relationships or properties of any company in the Company Group or Holdings.

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