Employment Agreement between the Registrant and Richard Blake
Dated January 1, 1998
The Transfer Agreement is effective as of the 1st day of January, 1998 and is
between Hurco Companies, Inc. ("Employer") and Richard Blake ("Employee").
A. Employer is an Indiana corporation engaged in the business of manufacturing
and selling industrial machine tool products.
B. Hurco Europe LTD. ("HEL") is a wholly-owned subsidiary of Employer which is
engaged in the business of marketing Employer's products in the United
Kingdom, continental Europe and certain other international markets.
C. Employer desires to transfer Employee to Hurco Companies, Inc., and
Employee desires to accept such transfer with Employer, upon the terms and
conditions contained in this Agreement.
Now, therefore, Employer and Employee agree as follows:
1. Employment. Employer hereby transfers Employee to render services on behalf
of Hurco Companies, Inc. Employee will, however, for all purposes, remain
an Employee of Hurco Europe, LTD with the same general rights and
obligations of HEL, except as specifically set forth herein to the
Employee's position shall be President, Machine Tool Products Division
of Hurco Companies, Inc.
Employee may also perform other such services related thereto as may be
designated from time to time by Employer.
During the term of this Agreement, Employee will be a resident in the
United States. As a part of his regular duties, Employee may be
required from time to time to attend business and educational
meetings and activities, including return visits to the United
Kingdom, for training and other business purposes.
Employee shall expend his entire time and best efforts performing his
duties under this agreement.
2. Term. This agreement shall, except as hereinafter provided, be for a term
of thirty six (36) months, beginning on the effective date hereof.
It is intended that Employee will have an option to return to the United
Kingdom at the end of this term to resume employment with Hurco Europe,
LTD. In the event the Employee does not do so at the end of the thirty six
(36) month period, then this Agreement shall continue from month-to-month
thereafter until terminated as provided in Section 7.
If the employee exercises the option to return after the thirty six (36)
months, the Employer does not guarantee a lateral or promotional
opportunity for employment. If no opportunity for employment exists, the
Employer will pay Employee severance pay equal to twelve (12) months base
It is mutually understood that the Employer may exercise an option to have
the Employee return to the United Kingdom at any time due to the business
needs of the Company under the terms and conditions of this contract .
Notice of such action will be given as much in advance as is feasible,
dependent upon the existing circumstances that time.
3. Compensation. As his entire compensation for all services rendered during
the term of this Agreement, Employee shall have and receive, subject to
withholding and other applicable United States and foreign employment
taxes, a base income of $125,000 per year during the initial term of this
Agreement, and thereafter in an amount to be determined.
Employer will pay Employee a foreign assignment premium during the
transfer period of $10,000 per year payable biweekly in salary payroll.
Employee shall also be entitled to all other regular compensation
elements as may be provided from time to time in the Company policies
as prepared and issued by the Employer.
Employer will provide a monthly housing allowance of $1500.00. Employer
agrees to pay the customary deposits necessary to obtain a residence in
4. Employee Benefits. Employee shall be permitted to participate in and be
provided for all employee benefits which may be provided from time to time
by Employer at its expense including disability insurance, group life
insurance, 401(k) plan, profit sharing plan, split dollar life insurance
plan, health insurance and deferred compensation plan and other benefits
which Employer may from time to time adopt.
5. Holidays and Vacations. Employee will follow the Hurco Companies, Inc.
holiday schedule and will be eligible for vacation days as if Employee were
a Hurco Companies, Inc. employee. All vacation days shall be taken in
the manner most convenient to the business of Employer and Hurco Europe,
LTD. Plans for vacation should be submitted to Employer in advance
for approval.Unused days of vacation may not be carried over to future
6. Death or Disability During Employment. If Employee dies or becomes totally
and permanently disabled during the term of his employment, Employer shall
pay to the estate of the Employee the salary which would otherwise be
payable to Employee if he had performed services until the end of the month
in which his death/disability occurs. Employer shall have no further
financial obligations to Employee or to his estate, except for the regular
employee benefits provided by the Employer.
7. Termination. This Agreement may be terminated by either Employer or
Employee upon the giving of one (1) month's notice to the other. This
Agreement shall terminate automatically, without notice, upon the death or
disability of Employee; upon either party engaging in any activity which
constitutes a serious crime, or by mutual agreement. If this agreement is
terminated as a result of the Company engaging in any activity which
constitutes a serious crime, or the Employee is terminated by mutual
agreement, or upon the Employee's death or disability, Employer will
pay for the return of Employee and immediate family to the United
Kingdom including coach air fare and air freight for 1,000 pounds of
baggage. If this agreement is terminated as a result of the Employee
being terminated for cause other than gross misconduct, Employer will
pay to Employee severance pay equal to twelve months base salary at the
then current base salary rate. If Employee voluntarily resigns employment,
Employer will pay Employee through the last date of active employment.
A. Vehicle. Employer will provide an automobile and reimburse
reasonable expenses incurred in connection with the business
operation thereof. Fuel for personal mileage is not included. Size
and model will be of the kind customarily provided to persons of
comparable position in the United States.
B. Family Moving Expenses. Employer will pay all reasonable expenses
incurred by Employee and Employee's family in connection with such
moves to and from the United States in accordance with the
Company's standard "Relocation and Move Policy for Current
Employees" including all packing, moving and unpacking of
household furnishings, all reasonable travel, meal and lodging
expenses incurred by Employee and his family during such move; and
any other reasonable costs or expenses incurred in connection with
such move including insurance on personal possessions during such
C. Transfer Allowance. It is recognized that there are many other
expenses connection with an international move which are not
covered by normal moving expense reimbursements. These expenses
include replacement of personal electrical appliances, home
cleaning expenses, etc. To reimburse the employee for these and
similar expenses a transfer allowance of $3,000, less appropriate
taxes, will be paid both upon move to and return from the United
D. Trips Home. Once annually at a time of Employee's choice,
Employer will pay coach fare for air flights for Employee and
members of his immediate family for a personal visit home to the
United Kingdom and return to the United States.
E. Tax Consultant. Compensation will be taxable during this
assignment. Employer will make available a tax consultant to
assist with tax report preparation. If actual taxes owed by
Employee on compensation during the term of this Agreement exceed
taxes that would have been owed if Employee was working in the
United Kingdom, Employer will reimburse employee for the
difference as evidenced by a qualified tax consultant.
D. Confidentiality. Employee recognizes and acknowledges that the
information concerning the Employer's customers and suppliers
as they may exist from time to time and Employer's technical and
manufacturing processes are unique assets of the Employer.
Employee agrees to keep confidential and will not disclose,
during or after the term of this assignment, such information
or processes to any person, firm, corporation or partnership.
9. Miscellaneous. The terms and conditions of the Employer's policies, as
from time to time are in effect, are incorporated herein and shall be
a part of this agreement. Except as stated in the immediately preceding
sentence, this Agreement contains the entire Agreement between Employer
and Employee and supersedes all prior agreements between them, whether oral
The affairs of Employer and Hurco Europe, LTD., and the contents of this
agreement are confidential and are not to be disclosed or discussed with any
unauthorized person irrespective of whether such person is an Employee of
Employer or Hurco Europe LTD.
This Agreement and the obligations hereunder shall be interpreted, construed
and enforced in accordance with the laws of the State of Indiana.
No waiver or any breach of this Agreement shall be deemed or construed as a
waiver of any other breach.
More than one copy of this Agreement may be executed each of which shall
constitute an executed original. Any amendment of this Agreement shall be
effective only if in writing and signed by both Employer and Employee.
If any provision of this Agreement shall be held invalid under applicable
law, such provision shall be ineffective only to the extent of such
invalidity, without invalidity to the remaining provisions of this
10. Notices. Any notices or other communications required or permitted
to be given under the provisions of this Agreement shall be in
writing. All such notices or communications shall be deemed to have
been properly given or served by hand delivery or by depositing same
in the United States mail addressed to the appropriate party, postage
prepaid and registered or certified with return receipt requested at the
To: Hurco Companies, Inc.
One Technology Way
Indianapolis, IN 46268
Attention: Brian D. McLaughlin
To: Richard Blake
One Technology Way
Indianapolis, IN 46268
Either party has the right to change the above address by giving thirty
(30) days notice thereof to the other party.
Acceptance of this Agreement should be indicated where provided below and
this letter returned to Brian D. McLaughlin, Chief Executive Officer.
HURCO COMPANIES, INC.
By: /s/ Brian D. McLaughlin
Brian D. McLaughlin
Chief Executive Officer
The undersigned hereby accepts the foregoing Agreement made by the
undersigned and Hurco Companies, Inc. this 1st day of December, 1997, but
effective as therein set forth in this Agreement.
By: /s/ Richard Blake