EMPLOYMENT AGREEMENT by bBQ7075

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									EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT("Employment Agreement" ) made and entered into this 1st day
of October, 1974, by and between Kanto G.T Kabushiki Kaisha("Employer"), a Japanese stock
company, and M.SAKAMAKI("Employee" ).

 WITNESSETH THAT :

WHEREAS, Employer has agreed to acquire certain assets of Kanto G.T., pursuant to an Asset
Purchase Agreement (the "Agreement") dated                   ,19 ;and

WHEREAS, Employer presently intends to continue the business operations of Kanto G.T., ;
andWHeREAS, Employee has been serving as the President of Kanto G.T.

for a period in excess of 10 years ; and

WHEREAS, Employer desires to obtain the benefit of the services of Employee in connection with
the conduct of the business presently being carried on by Kanto G.T. and the Employee is willing
to render such services on the terms herein set forth,

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereinafter set forth, it is covenanted and agreed as follows :

Article 1. Employment

Employee is hereby employed by Employer for an Employment period commencing on the
Closing Date of the Agreement, as that terms is defined in Article 1 (i) thereof("Closing Date"),
and ending five(5) years thereafter(the "Employment Period" ). If for any reason the Agreement is
not consummated, this Employment Agreement shall be without effect and neither party shall
have any liability to the other hereunder.

Article 2. Employment Services

Employee agrees that during the Employment Period, he will faithfully render such executive and
managerial services, with respect to the continuation of the business operations of Kanto G.T..
by Employer, or otherwise as any be delegated to Employee by or under the authority of the Board
of Directors of Employer, and will devote substantially his entire business time and attention
thereto.

Article 3. Compensation-During the Employment Period :

(a) Employer shall pay employee upon Employee's performance of the services described above,
    a salary in the amount of yen per year or such greater amount as Employer may determine,
    and such amount shall be paid in accordance with Employer's usual payment policies and
    procedures.
(b) Employer shall grant Employee all other benefits of Employment generally made available to
   other members of Employer's management.

Article 4. Confidential Information

Employee, during the Employment period and thereafter, will not, directly or indirectly(without
Employer's prior written consent), use for himself or use for, or disclose to, any party other than
Employer, or any subsidiary of Employer(as that terms is defined herein) , any secret or
confidential information or data regarding the business of Employer or its subsidiaries or any
secret or confidential information or data regarding the costs, uses,methods, applications or
customers, trade accounts or suppliers(and pertinent Information respecting transactions and
prospective transactions therewith) of products made, produced or sold by Employer or this
subsidiaries, or regarding any secret or confidential apparatus, process, system,manufacturing
or other methods at any time used, developed or Investigated by or for Employer or its
subsidiaries, whether or not invented, developed, acquired, discovered or investigated by
Employee. At the termination of Employee's employment or at any other time Employer or any of
its subsidiaries may request, Employee shall promptly deliver to Employer all memoranda, notes,
records, plats, sketches, plans or other documents made or compiled by, delivered to, or
otherwise acquired by, Employee concerning costs, uses, methods designs, applications or
purchasers of products made or sold by Employer or its subsidiaries or any secret or confidential
products, apparatus or process, manufactured, used, developed, acquired or investigated by
Emerson or its subsidiaries.

Article 5. Discoveries

Any and all inventions, discoveries, processes, methods, designs and know-how, whether or not
patentable, which Employee may conceive or make, either alone or in conjunction with others,
during Employee's term of employment with Employer or its subsidiaries(or heretofore shall have
conceived or made, either alone or In conjunction with others, during Employee's prior
employment by Kanto G.T ) relating to, or in any way pertaining to or connected with the business
of Employer or its subsidiaries, shall be the sole and exclusive property of Employer ; and
Employee, whenever requested to do so by Employer or any subsidiary thereof, and without
further compensation or consideration, shall promptly execute any and all applications,
assignments and other instruments which Employer shall deem necessary in order to apply for
and obtain letters patent of Japan and of foreign countries for said inventions and discoveries
and in order to assign and convey to Employer the sole and exclusive right, title and interest in
and to said inventions, discoveries, processes, methods, designs and know-how, or any
applications or patents thereon. Employee hereby confirms that he neither holds nor has any
interest inany patent, patent right, patent application, trademark, trademark application or license
agreement.

Article 6. Non-Competition Agreement

Employee agrees that during his employment by employer or any subsidiary of Employer and for
a period of three(3) years following any termination of his employment by Employer or a
subsidiary(on account of the termination of this Agreement or otherwise) (the
"Non-Compensation Period"), Employee will not in Japan engage in or enter the employ of, or
have any interest in, directly or indirectly, any other person, firm, corporation or other entity
engaged in the businesses of manufacturing and selling bimetallic thermostatic controls or any
related or similar business activities competitive with the business of (a) Kanto G.T., as said
business operations are conducted by Employer, or (b) any other division of Employer or its
subsidiaries or affiliated companies, in which Employee shall be employed by Employer or with
respect to which Employee shall acquire proprietary, technical or special knowledge during his
employment by employer. This restriction shall be applicable only with respect to the
manufacturing and sales areas in which Employer or its subsidiaries shall conduct business
operations during his employment by Employer of the kind and character indicated. It is expressly
understood by and between the parties hereto that the covenants contained in this paragraph 6
shall be deemed to be a series of separate covenants, one for each line of business of Kanto G.T.
and Employer and their respective subsidiaries in each city or in each prefecture in which Kanto
G.T. previously conducted its business and in which Employer conducts its bimetallic
thermostatic controls business. Each separate covenant shall be referred to hereinafter as a
"separate covenant". If, in any judicial proceeding, a court shall refuse to enforce one or more of
the separate covenants because the time limit is too long, it is expressly understood and agreed
between the parties hereto that for the purpose of such proceedings such time limitation shall be
deemed reduced to the extent necessary to permit the enforcement of such separate covenant or
separate covenants. If, in any judicial proceeding, a court shall refuse to on(once all of the
separate covenants because, taken together, they are more extensive(whether as to geographic
area, scope of business, or otherwise) than necessary to protect the business and goodwill
transferred by Kanto G.T. to Employer, or to protect the bimetallic thermostatic controls business
or Employer, it is expressly understood and agreed between the parties hereto that hose of such
separate covenants which, if eliminated, would permit the remaining separate covenants to be
enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated
from the provisions hereof. It is further agreed that, if Employee shall violate the provisions of the
Paragraph 6, he shall pay to Employer the amount of ¥15,000,000.

Article 7. Definition of Subaidiary

The terms "subsidiary" or "subsidiaries" as used herein shall mean (a) a corporation owned or
controlled by Employer or otherwise affiliated with Employer directly or indirectly through stock
ownership, and shall include (but not be limited to) each corporation a majority of the voting
stock or which is owned by Employer or any such other majority owned subsidiary(or a chain
thereof) of Employer ; (b) any corporation owning Employer or under common control with
Licensor ; and (c) the business of Kanto G.T. asbeing acquired by Employer pursuant to the
Agreement.

Article 8. Non Waiver of Rights

The failure to enforce at any time any of the provisions of this Employment Agreement or to
required at any time performance by the other party of any of the provisions hereof shall in no way
be construed to be a waiver of such provisions or to affect either the validity of this Employment
Agreement, or any part hereof, or the right of either party thereafter to on force each and every
provision in accordance with the terms of this Employment Agreement.

Article 9. Invalidity of Provisions

The invalidity or unenforceability of any particular provision of this Employment Agreement shall
not affect the other provisions hereof, and this Employment Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.

Article 10. Assignment

This Employment Agreement shall be freely assignable by Employer and shall inure to the benefit
of, and be binding upon Employer, its successors and assigns and/or any other corporate entity
which shall succeed to the business presently being operated by Kanto G.T. but, being a contract
for personal services, neither this Employment Agreement nor any rights hereunder, shall be
assigned by Employee.

Article 11. Governing Law

This Employment Agreement shall be interpreted in accordance with and governed by the laws of
Japan.

Article 12. Amendments

No modification, amendment or waiver of any of the provisions of this Employment Agreement
shall be effective unless in writing specifically referring hereto, and signed by the parties hereto.

Article 13. Noticed

Any notice to be given by either party hereunder shall be in writing and shall be deemed to have
been duly given if delivered or mailed, certified or registered mail, postage prepaid, as follow :

                                     IF TO EMPLOYER : ABC

                                     WITH COPY TO , Esq.

                                         Abc    Law office

                                        111 Aoyama Bldg.


                                          11 00 1-chome

                                    Minato-ku, Tokyo, Japan.

and to Employee at his address as it appears on the payroll records of Employer, or to such other
address as may have been furnished to the other party by written notice.

Article 14. Applicable Language

This Employment Agreement shall be executed in both its English and Japanese versions. Beth
versions of this Employment Agreement are intended to be identical in meaning and effect. In the
event of a dispute, the Japanese version shall be considered the controlling.

IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be
executed as of the day and year first above written in the City of Tokyo.
     ABC
( "Employer" )

     By :

    BCD
("Employee" )

     By :

								
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