-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, StTVy4IdslWxR9+ExziHkke7UDYYhR0NmQSiLq5cIkeW9k/rg0Zy6WiHYZ3rvwm+ rn+YunTTpdbbhmuJ6cZ/1A== 0000102198-02-000004.txt : 20020620 0000102198-02-000004.hdr.sgml : 20020620 20020620132320 ACCESSION NUMBER: 0000102198-02-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020717 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPETITIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000102198 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 362664428 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08696 FILM NUMBER: 02683012 BUSINESS ADDRESS: STREET 1: 1960 BRONSON ROAD STREET 2: P.O. BOX 340 CITY: FAIRFIELD STATE: CT ZIP: 06430 BUSINESS PHONE: 2032256044 MAIL ADDRESS: STREET 1: 1960 BRONSON ROAD STREET 2: P.O. BOX 340 CITY: FAIRFIELD STATE: CT ZIP: 06430 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSITY PATENTS INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k_602.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 17, 2002 COMPETITIVE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-8696 36-2664428 (State or other (Commission File (IRS Employer jurisdiction Number) Identification No. of incorporation) 1960 Bronson Road, Fairfield, Connecticut 06430 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 255-6044 N/A (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure. Effective June 17, 2002, Competitive Technologies, Inc. (CTT or the Company) appointed John B. Nano as President and Chief Executive Officer and its board of directors elected him as a director. The Company has entered into an employment agreement with Mr. Nano, a copy of which is attached as Exhibit 10.1 to this Form 8-K. The agreement provides for Mr. Nano's employment as the Company's President and Chief Executive Officer at a base compensation of $250,000 per year, subject to reviews and increases in the sole discretion of the Company's Board of Directors. The employment is at will and can be terminated by either party at any time and for any reason. The agreement also provides, among other things: - From his date of employment through July 31, 2003, and in each following fiscal year, Mr. Nano will be eligible to receive a bonus of up to $100,000, based on the Company's performance and Mr. Nano's performance of objectives to be established by the Board. After fiscal 2003, the Company may adopt an executive bonus plan in lieu of the bonus. - Mr. Nano has been granted ten-year options under the Company's 1997 Employees' Stock Option Plan for the purchase of 300,000 shares of the Company's Common Stock at an exercise price of $2.15 per share, vesting 25% on each of the first four anniversaries of his employment date. - If his death or disability terminates Mr Nano's employment, any unvested options granted under the agreement will immediately become fully vested. - If Mr. Nano terminates his employment for good reason or the Company terminates it without cause, Mr. Nano will be entitled to receive a severance benefit continuing his base compensation and certain other benefits for a period of six months and continued vesting of stock options for the longer of a period of six months or until the next anniversary of his employment date. - If his employment is terminated without cause in conjunction with a change in control of the Company, Mr. Nano will be entitled to receive his base compensation and certain other benefits for one year, and any unvested options granted under the agreement will immediately become fully vested. - The agreement provides for a one-year period of non- competition with the Company in certain circumstances. Before joining CTT, Mr. Nano, age 57, held various executive leadership positions. He was a Principal reporting to the Chairman of Stonehenge Networks Holdings, N.V. (a global virtual private network (VPN) provider) for all operating, strategic planning and finance functions from 2000 to 2001; Executive Vice President and Chief Financial Officer of ConAgra Trade Group, Inc. (a subsidiary of ConAgra, Inc., an international food company) from 1998 to 1999; Executive Vice President and Chief Financial Officer and President of Internet Startup Division of Sunkyong America (a subsidiary of Sunkyong Group, a Korean conglomerate) from 1993 to 1998; Director, Strategic Planning and Development, (and other positions) of Pitney Bowes Inc. (a manufacturer and marketer of office equipment) from 1985 to 1993; Director, Electronics Group, of ICI Americas (a subsidiary of Imperial Chemical Industries PLC (ICI PLC), a manufacturer and marketer of chemicals and pharmaceuticals) from 1980 to 1985; and Chief Financial Officer and Treasurer (and other positions) of Dewey and Almy Division of W. R. Grace & Co. (a manufacturer of specialty chemicals and pharmaceuticals) from 1967 to 1980. Mr. Nano graduated from MIT's Sloan School Executive Program, holds an MBA in Finance from Northeastern University and earned a Bachelor of Science in Chemical Engineering from Worcester Polytechnic Institute. Frank R. McPike, Jr., who has served as President of the Company since October 1998, has been named Executive Vice President. He will retain his title of Chief Financial Officer and Treasurer, as well as his position as a director of the Company. Item 7. Financial Statements and Exhibits. (c) Exhibits. Page 10.1 Employment Agreement dated June 17, 2002 between registrant and John B. Nano 5-14 99.1 Registrant's press release dated June 17, 2002 15-16 99.2 Registrant's press release dated June 18, 2002 17-18 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMPETITIVE TECHNOLOGIES, INC. Registrant Date: June 20, 2002 S/ Frank R. McPike, Jr. By: Frank R. McPike, Jr. Executive Vice President, Chief Financial Officer and Authorized Signer EX-10.1 4 ex10-1.txt Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of June 17, 2002 ("Effective Date"), is between Competitive Technologies, Inc., a Delaware corporation (the "Company") and John B. Nano (the "Executive"). In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. Employment. The Company hereby employs the Executive, and the Executive hereby accepts such employment with the Company, upon all the terms and conditions set forth below. Executive represents and warrants that: (a) he has full power and authority to enter into this Employment Agreement, (b) he is not restricted in any manner whatsoever from performing the duties described below, and (c) no agreement, covenant or other matter prohibits or limits his ability or authority to enter into this Agreement or perform all of the duties described below. Executive's employment with the Company shall include service for the Company's direct and indirect subsidiaries and affiliated entities (the "Subsidiaries"). 2. Employment Term. The "Employment Term" and Executive's employment under this Agreement shall commence on the Effective Date and shall continue until the date on which the Agreement is terminated in accordance with the provisions of Section 8 below. The Company and the Executive acknowledge that the Executive's employment is at will and can be terminated by either party at any time and for any reason. If the Executive's employment terminates for any reason, with or without Cause, the Executive shall not be entitled to any payments, benefits, damages, awards, or compensation other than as provided in Section 8 below. The parties acknowledge that certain obligations under this Agreement survive the end of Executive's employment. 3. Position and Duties. a. President and Chief Executive Officer. The Company shall employ the Executive as its President and Chief Executive Officer. Executive shall report to the Company's Board of Directors (the "Board") or the Board's designee. In addition, as of the Effective Date, Executive will be appointed to the Board. Without any additional compensation, Executive will serve as a member of the Board and as an officer and/or director of any Subsidiaries. Executive shall have such responsibilities and duties as are commensurate with the position of chief executive officer in an entity comparable to the Company, including, without limitation, developing and implementing an overall strategic plan for the Company and annual business plans, raising new capital, and supervising day-to-day operations of the Company. The Board shall have the right to modify Executive's duties and responsibilities from time to time as the Board may deem necessary or appropriate. b. Manner of Employment. Executive shall faithfully, diligently and competently perform his responsibilities and duties. The Executive shall devote his exclusive and full business efforts and time to the Company. This Section 3(b), however, shall not preclude the Executive, outside normal business hours, from engaging in appropriate civic or charitable activities, or from serving as a director of any not-for profit entity, as long as such activities do not interfere or conflict with his responsibilities to the Company. With the Board's consent, Executive may serve as a director of a for-profit entity. 4. Base Compensation. The Company shall pay the Executive base compensation in the gross amount of $250,000 per year, subject to reviews and increases in the sole discretion of the Board ("Base Compensation"). Base Compensation shall be paid periodically in accordance with normal Company payroll practices. 5. Employment Benefits. Executive shall be entitled to the following benefits during the Employment Term: a. Expense Allowance. Executive shall be reimbursed for business related expenses reasonably and necessarily incurred and advanced by Executive in performing his duties for the Company, subject to and in accordance with Company policy as it exists from time to time. b. Car Allowance. The Company will provide Executive a car allowance or lease for his use a car equal to a 5-Series BMW or other vehicle reasonably acceptable to the parties. c. Other Benefits. Executive may participate in all other employee benefit plans and programs as the Company may, from time to time, offer to its executive employees, subject to the same terms and conditions as such benefits are generally provided by the Company. All such benefits are subject to plan documents (where applicable) and the Company's policies and procedures. Nothing in this Section 5(c) guarantees that any specific benefit will be provided or offered by the Company which has the right to add, modify, or terminate benefits at any time. 6. Bonus. a. For the period from the Effective Date through July 31, 2003 (the end of the 2003 fiscal year), and in each fiscal year during the Employment Term thereafter, Executive shall be eligible to receive a bonus of up to $100,000 based upon the Company's performance and Executive's performance of objectives during that time period as determined by the Board in its reasonable discretion. Such objectives will be established by the Board after consultation with Executive within 60 days of the Effective Date, and may relate to, without limitation, financial performance, raising new capital, successful resolution of certain outstanding matters that have been discussed with Executive, development and implementation of a strategic plan, and management of the Company. b. With respect to fiscal years after 2003, in lieu of the bonus described in Section 6(a), the Company may adopt an executive bonus plan. The terms of such bonus plan and the payment of any bonuses to Executive shall be in the reasonable discretion of the Board or its Compensation Committee. 7. Stock Options. The Company shall grant to Executive certain ten year options ("Plan Options") for the purchase of an aggregate of 300,000 shares of the Company's common stock ("Common Stock") at the mean average of the high and low price for such shares on the Effective Date. The Plan Options shall vest 25 percent on each of the first four anniversaries of the Effective Date and in each 25 percent which may vest, the maximum number of such options as permitted by law shall be Incentive Stock Options ("ISOs") and the remainder shall be Non-statutory Stock Options ("NSOs"). The grant and exercisability of the Plan Options described in this Section 7 are granted pursuant to and subject to: (i) the terms and conditions contained in the Company's 1997 Employee's Stock Option Plan as may be amended from time to time in the Company's sole discretion ("Option Plan"); and (ii) the terms and conditions of a definitive Stock Option Agreement (the "Option Agreement") to be entered into as of the Effective Date between the parties pursuant to the Option Plan that will set forth all of the rights, duties and obligations regarding such Options. 8. Termination and Severance Benefits. a. Death. The death of Executive shall automatically terminate the Company's obligations under this Agreement; provided however, that: (i) the Company shall pay to Executive's estate Executive's Base Compensation and accrued benefits through the date of termination; and (ii) any unvested Plan Options granted under this Agreement will upon such termination become fully vested and immediately exercisable. b. Disability. If Executive is unable, in the reasonable determination of the Board, to render services of substantially the kind and nature, and to substantially the extent, required to be rendered by Executive under this Agreement due to illness, injury, physical or mental incapacity or other disability, for 90 days, whether consecutive or not, within any 12 month period, Executive's employment may be terminated by the Company and: (i) the Company's sole obligation shall be to pay to Executive his Base Compensation and accrued benefits through the date of termination; and (ii) any unvested Plan Options granted under this Agreement will upon such termination become fully vested and immediately exercisable. c. Resignation. If Executive resigns his employment during the Employment Term other than for Good Reason (as defined below), the Company shall have no liability to Executive except to pay Executive's Base Compensation and any accrued benefits through his last day worked, and Executive shall not be entitled to receive severance or other benefits. d. Resignation for Good Reason. If Executive resigns his employment for Good Reason, he shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Severance Benefit (as defined below). e. Termination By Company for Cause. If the Executive's employment is terminated for Cause (as defined below), the Company shall have no liability to Executive except to pay Executive Base Compensation and any accrued benefits through his last day worked and Executive shall not be entitled to receive severance or other benefits. f. Termination By Company Without Cause. If the Company terminates Executive's employment during the Employment Term without Cause (and for reasons other than death or Disability), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Severance Benefit. g. Termination Due to Change in Control. If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below). h. Cause. The following acts by Executive, as determined by the Board in its reasonable discretion, shall constitute "Cause" for termination: i. theft or embezzlement, or attempted theft or embezzlement, of money or material tangible or intangible assets or property of the Company or its employees or business relations; ii. a violation of any law or any act or acts of moral turpitude which negatively affects the interests, property, business, operations or reputation of the Company; iii. other than as a result of a disability, a material failure to carry out effectively Executive's duties and obligations to the Company, or failure to devote to the Company's business the time required in Section 3(b) above, upon not less than ten (10) days' advance written notice of the asserted problem and a reasonable opportunity to cure; iv. gross negligence or willful misconduct in the performance of Executive's duties; v. Executive's material breach of this Agreement which, after written notice by the Company of such breach, is not cured within ten (10) days of such notice. i. Resignation for Good Reason. Resignation by Executive of his employment for "Good Reason" shall mean a resignation by Executive with sixty days after the following events which occur without Executive's consent: i. a material diminution in Executive's position, duties or responsibilities; ii. a relocation of the Company's headquarters more than 50 miles from its present location; iii. a reduction in Executive's then Base Compensation; or iv. the Company's material breach of this Agreement. Prior to a Resignation for Good Reason, Executive shall give the Company written notice of the basis for his claim that he has Good Reason to terminate his employment and 10 days to cure. j. Change in Control. For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following events: i. a merger or consolidation involving the Company or any subsidiary of the Company after the completion of which: (A) in the case of a merger (other than a triangular merger) or a consolidation involving the Company, the stockholders of the Company immediately prior to the completion of such merger or consolidation beneficially own (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or comparable successor rules), directly or indirectly, outstanding voting securities representing less than fifty percent (50%) of the combined voting power of the surviving entity in such merger or consolidation, and (B) in the case of a triangular merger involving the Company or a subsidiary of the Company, the stockholders of the Company immediately prior to the completion of such merger beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rules), directly or indirectly, outstanding voting securities representing less than fifty percent (50%) of the combined voting power of the surviving entity in such merger and less than fifty percent (50%) of the combined voting power of the parent of the surviving entity in such merger; ii. an acquisition by any person, entity or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act or any comparable successor provisions), other than any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate of the Company and other than in a merger or consolidation of the type referred to in clause "(i)" of this Section 7(b), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rules) of outstanding voting securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company (in a single transaction or series of related transactions); or iii. in the event that the individuals who, as of the Effective Date, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least fifty percent (50%) of the Board. (However, if the subsequent election, or nomination by the Board for election by the Company's stockholders, of any new member of the Board is approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new member of the Board shall be considered as a member of the Incumbent Board.) k. Severance Benefit. The "Severance Benefit" shall mean: (i) continuation of Executive's Base Compensation in effect immediately prior to such termination or resignation for a period of six months ("Severance Benefit Period"); (ii) continuation of Executive's group insurance benefits (to the extent such can be continued under the terms of the governing plans) for the Severance Benefit Period; and (iii) continued vesting of the Plan Options through the end of the Severance Benefit Period or the next employment anniversary date, whichever is longer. l. Change in Control Benefit. The "Change in Control Benefit" shall mean: (i) continuation of Executive's Base Compensation in effect immediately prior to such termination or resignation for a period of twelve months ("Change in Control Benefit Period"); (ii) continuation of Executive's group insurance benefits (to the extent such can be continued under the terms of the governing plans) for the Change in Control Benefit Period; and (iii) any unvested Plan Options granted under this Agreement will become fully vested and immediately exercisable. m. Resignations. Upon the end of Executive's employment for any reason, Executive shall be deemed to have resigned from any positions which he holds as a director or officer of the Company and any of its Subsidiaries or affiliates. n. Release. Payment of the Severance Benefit or the Change in Control Benefit will be subject to Executive signing an agreement reconfirming his post-employment obligations contained in this Agreement and releasing the Company and all Subsidiaries and related parties from any claims, such agreement to be prepared by the Company or its designee. 9. Key Executive Insurance. The Company, at its discretion, may apply for and procure in its own name for its own benefit life and/or disability insurance on Executive in any amount specified by the Company. Executive agrees to cooperate in any medical or other examination, supply information and execute such applications as may be reasonably necessary to obtain and continue such insurance at the Company's expense. Executive represents that he has no reason to believe his life is not insurable at prevailing rates for men of his age. 10. Confidential and Proprietary Information. a. Executive agrees that he will not use or disclose to any person, entity, association, firm or corporation, any of the Company's Confidential Information, except with the written authorization of the Board or as necessary to perform his duties under this Agreement. The term "Confidential Information" means information and data not generally known outside of the Company (unless as a result of Executive's breach of any of the obligations imposed by this Agreement or the duties imposed by any then existing statute, regulation, ordinance or common law) concerning the Company's business and technical information, and includes, without limitation, information relating to: (i) the identities of clients and the Company's other Business Relations (as defined below) and their purchasing habits, needs, business information, contact personnel and other information; (ii) suppliers' and vendors' costs, products, contact personnel and other information; and (iii) the Company's trade secrets, products, research and development, financial and marketing information, personnel and compensation information, and business plans. Executive understands that this Section 10 applies to computerized as well as written information and to other information, whether or not in written form. It is expressly understood, however, that the obligations of this Section 10 shall only apply for as long as and to the extent that the Confidential Information has not become generally known to or available for use by the public other than by Executive's act or omission in violation of this Agreement. b. Executive agrees that upon the end of his employment with the Company for any reason, he will not take with him any Confidential Information that is in written, computerized, machine readable, model, sample, or other form of capable of physical delivery, without the prior written consent of the Board. The Executive also agrees that upon the end of his employment with the Company for any reason or at any other time that the Company may request, he will deliver promptly and return to the Company all such documents and materials in his possession or control, along with all other property and documents of the Company or relating to the Company's employees, suppliers, customers, and business. 11. Non-Solicitation. Executive agrees that he will not through the date one year after the end of his employment with the Company for any reason, directly or indirectly, on his own behalf or on behalf of any other person or entity, without the express written permission of the Board: (a) solicit or attempt to solicit any employee or representative of the Company to terminate or modify his or her relationship with the Company or to work for or provides services to another person or entity; or (b) solicit or attempt to solicit, any client, vendor, service provider or other business relation of the Company (each a "Business Relation"), about whom he learned or with whom he came into contact during his employment with the Company on behalf of any entity or with respect to any service or products which is or may be competitive with the Company or its services or products. 12. Non-Competition. a. Executive agrees that during the Restrictive Period (as defined below), he will not, without the express written consent of the Board, be associated with or engage in, directly or indirectly, as employee, consultant, proprietor, stockholder, partner, agent, representative, officer, or otherwise, the operation of any business that directly competes with the Company in business activities that are the same or substantially similar to the business activities engaged in by the Company within the United States or any other geographic area in which the Company does business during the Restrictive Period (the "Restricted Territory"). b. The term "Restrictive Period" shall mean the Employment Term plus a period of twelve months after the end of the Employment Term; provided that the twelve month period following the end of the Employment Term shall not apply if: (i) Executive's employment is terminated by the Company for reasons other than death, Disability or Cause, or (ii) Employee resigns his employment for Good Reason. c. Passive investment in less than two percent of the outstanding equity securities of an entity which is listed on a national or regional securities exchange shall not, in itself, constitute a violation of this Section 12. 13. Intellectual Property Rights. Executive will, during the period of his employment, disclose to the Company promptly and fully all Intellectual Property made or conceived by Executive (either solely or jointly with others) including but not limited to Intellectual Property which relate to the business of the Company or the Company's actual or anticipated research or development, or result from work performed by him for the Company. All Intellectual Property and all records related to Intellectual Property, whether or not patentable, shall be and remain the sole and exclusive property of the Company. "Intellectual Property" means all copyrights, trademarks, trade names, trade secrets, proprietary information, inventions, designs, developments, and ideas, and all know-how related thereto. Executive hereby assigns and agrees to assign to the Company all his rights to Intellectual Property and any patents, trademarks, or copyrights which may be issued with respect to Intellectual Property. Executive further acknowledges that all work shall be work made for hire. During and after the Employment Term, Executive agrees to assist the Company, without charge to the Company but at its request and expense, to obtain and retain rights in Intellectual Property, and will execute all appropriate related documents at the request of the Company. Executive understands that this Paragraph 13 shall not apply to any Intellectual Property for which no equipment, supplies, facilities, trade secret, or other confidential information of the Company was used and which was developed entirely on his own time, and does not relate to the business of the Company, its actual or anticipated research, and does not result from any work performed by him for the Company. 14. Successors and Assignees. This Agreement may be assigned by the Company to any successor or assignee of a substantial portion of the business of the Company (whether by transfer of assets or stock, merger or other business combination). Executive may not assign his rights or obligations under this Agreement. 15. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, successors, legal representatives and permitted assigns. 16. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and either delivered in person by reputable messenger or overnight delivery service, by telecopy (with confirmation of receipt) or sent by certified mail, postage prepaid, if to the Company at the Company's principal place of business, c/o Chairman of the Board, and if to the Executive, at his home address most recently filed with the Company, or to such other address as either party shall have designated in writing to the other party. 17. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut for contracts to be performed in that State. 18. Severability and Construction. If any provision of this Agreement is declared void or unenforceable or against public policy, such provision shall be deemed severable and severed from this Agreement and the balance of this Agreement shall remain in full force and effect. If a court of competent jurisdiction determines that any restriction in this Agreement is overbroad or unreasonable under the circumstances, such restriction shall be modified or revised by such court to include the maximum reasonable restriction allowed by law. 19. Reasonable Restrictions/Remedies. Execution acknowledges that the provisions contained in Sections 10 through 13 of this Agreement are reasonable in scope, area and duration and are necessary for the Company to protect its legitimate business interests, including its confidential information and business relationships. Executive and Company acknowledge and agree that damages would not adequately compensate Company if Executive were to breach any of his covenants contained in Sections 10 through 13 above. Consequently, Executive agrees that in the event of any such breach, Company shall be entitled to enforce this Agreement by means of an injunction or other equitable relief, in addition to any other remedies including without limitation monetary damages, set off against any amounts due Executive by Company and termination of Executive's employment for Cause. 20. Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition. 21. Entire Agreement; Modifications. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, oral and written, between the parties with respect to the subject matter of this Agreement. This Agreement may be modified or amended only by an instrument in writing signed by both parties. 22. Employment and Income Taxes. All payments made to Executive by the Company will be subject to withholding of employment taxes and other lawful deductions, as applicable. COMPETITIVE TECHNOLOGIES, INC. S/ John B. Nano By: S/ Richard E. Carver John B. Nano Title: Chairman EX-99.1 5 ex99-1.txt Exhibit 99.1 Competitive Technologies Names John B. Nano President and CEO FAIRFIELD, Conn., June 17, 2002 (PRIMEZONE) -- Competitive Technologies, Inc. (AMEX:CTT - news) announced the appointment of John B. Nano as President and CEO and his election to the CTT Board of Directors, effective June 17, 2002. Mr. Nano has a proven track record in the creation of shareholder value through the profitable commercialization of technology. He brings a broad background in domestic and international operating experience with technology-based companies focusing on life sciences, physical sciences, digital technology and electronics. Prior to joining CTT, Mr. Nano held various executive leadership positions in operations, strategic planning, business development, M&A and finance including ICI Americas, as Director and Founder of the Electronics Group; Sunkyong America, as EVP, CFO and Division President; Pitney Bowes, as a VP of Finance and Director of Planning and Development; W.R. Grace, as a VP Finance and product development leader; and Stonehenge Networks as a Principal. Mr. Nano is a graduate of MIT's Sloan School Executive Program, holds an MBA in Finance from Northeastern University, and a B.S. in Chemical Engineering from Worcester Polytechnic Institute. He resides in Stamford, Connecticut with his wife and son. "John brings with him a wealth of experience, leadership and vision that will strengthen the team at CTT," said Richard E. Carver, Chairman of CTT's Board of Directors. "The Board is focused on accelerating CTT's growth and increasing shareholder value under his leadership." Mr. Nano commented that, "The global market for CTT's services continues to grow at an exponential rate; projections for the development of new technology during the next 25 years are equivalent to that developed over the past 100 years. I am excited about the opportunities available to CTT by rebuilding its pipeline of technology, adding new and leveraging existing business partners, and maximizing returns on CTT's portfolio of technology. We will position CTT to take advantage of this accelerated growth, being in the right market, at the right time, with the right services." About Competitive Technologies, Inc. Competitive Technologies, established in 1968, is a global leader in identifying, developing and commercializing innovative life sciences, physical sciences, digital technologies and electronics. CTT's specialized expertise and experience make it a valuable partner to assist technology-rich universities, companies and inventors of all sizes to maximize the value of their intellectual assets. Visit CTT's Website: http://www.competitivetech.net Statements about the Company's future expectations, including development and regulatory plans, and all other statements in this document other than historical facts are "forward-looking statements" within the meaning of applicable Federal Securities Laws and are not guarantees of future performance. These statements involve risks and uncertainties, including those set forth in Item 1 of the Company's most recent Form 10-K and in CTT's filings with the SEC, and are subject to change at any time. The Company's actual results could differ materially from these forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statement. Contact: Strategic IR, Inc. Johnnie D. Johnson (212) 754-6565 Fax: (212) 754-4333 jdjohnson@strategic-ir.com ctt@competitivetech.net EX-99.2 6 ex99-2.txt Exhibit 99.2 CTT Names McPike EVP FAIRFIELD, Conn., June 18, 2002 (PRIMEZONE) -- Competitive Technologies (AMEX:CTT - news) announced that Frank R. McPike, Jr. has been named Executive Vice President effective today. He will retain his title of Chief Financial Officer and Treasurer, as well as his position as a director of the company. For the past three years, Mr. McPike served in multiple roles including President, CEO and CFO, as well as Treasurer. Yesterday, CTT named John B. Nano as President and CEO. Mr. McPike has served as a member of CTT's executive management since 1988. Richard E. Carver, Chairman of CTT's Board of Directors commented: "Over the last four years Frank has led CTT through a period of cost-cutting, operational centralization, senior staff reorganization, and intensification of patent enforcement. Frank's contribution has been critical in establishing our strategic focus for the future." "I am pleased to have Frank as an integral part of the CTT team," said John B. Nano, newly named President and CEO of CTT. "His experience, counsel and insight into this company add greatly to advising our clients and licensees." About Competitive Technologies, Inc. Competitive Technologies, established in 1968, is a global leader in identifying, developing and commercializing innovative life sciences, physical sciences, digital technologies and electronics. CTT's specialized expertise and experience make it a valuable partner to assist technology-rich universities, inventors and companies, of all sizes, to maximize the value of their intellectual assets. Visit CTT's website: http://www.competitivetech.net Statements about the Company's future expectations, including development and regulatory plans, and all other statements in this document other than historical facts are "forward-looking statements" within the meaning of applicable Federal Securities Laws and are not guarantees of future performance. These statements involve risks and uncertainties, including those set forth in Item 1 of the Company's most recent Form 10-K and in CTT's filings with the SEC, and are subject to change at any time. The Company's actual results could differ materially from these forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statement. Contact: Strategic IR, Inc. Johnnie D. Johnson (212) 754-6565 Fax (212) 754-4333 jdjohnson@strategic-ir.com ctt@competitivetech.net -----END PRIVACY-ENHANCED MESSAGE-----