EXHIBIT 10.16
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 12th day of
November, 1997, and is by and between Quadrant International, Inc., a
Pennsylvania corporation with an office for purposes of this Agreement at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter the "QI") and
▇▇▇▇▇ ▇▇▇ with an address at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter "LIU").
W I T N E S S E T H
WHEREAS:
(a) QI wishes to retain the services of LIU to render services for
and on its behalf in accordance with the following terms, conditions and
provisions; and
(b) LIU wishes to perform such services for and on behalf of QI, in
accordance with the following terms, conditions and provisions.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained the parties hereto intending to be legally bound hereby agree
as follows:
1. EMPLOYMENT. QI hereby employs LIU and LIU accepts such employment and
----------
shall perform his duties and the responsibilities provided for herein in
accordance with the terms and conditions of this Agreement.
2. EMPLOYMENT STATUS. LIU shall at all times be QI's employee subject to
-----------------
the terms and conditions of this Agreement.
3. TITLE AND DUTIES. QI agrees to employ LIU and LIU accepts such
----------------
employment as a full-time employee and agrees as per the terms and conditions of
this Agreement to serve as and have the title of Chief Financial Officer of QI
with the authority and responsibilities normally associated with that position,
it being agreed LIU will report directly to QI's President and will be subject
to the President's direction and will perform diligently, faithfully, and to the
best of his ability all duties assigned and instructions given.
4. TERM OF SERVICES. The initial term of this Agreement is for a two
----------------
year period commencing January 1, 1998, subject to the termination section of
this agreement, with the parties agreeing to confirm any subsequent extension of
this initial term either in a one year extension or in any other format in a
signed written agreement setting forth any amended or supplemental conditions.
5. BASE COMPENSATION. The employees base salary for rendered services for
-----------------
the initial term of this agreement shall be $125,000 an annual amount payable in
accordance with QI's payroll procedures and policies as implemented during the
term of this Agreement.
6. ADDITIONAL COMPENSATION. The additional package compensation proposed
-----------------------
by this section is subject to QI's receipt of further capital funds required to
finance the management compensation program. QI's Board of Directors will also
have to vote approval of these or any other specific additional compensation
packages proposed for payment or for vesting to LIU during the term of this
agreement. The proposed post funding
-2-
compensation program allocated for LIU will be comprised of the following
elements:
a) An annual Cash Bonus of $35,000
b) Further incentive stock options as specified and approved
by the Board of Directors by means of stock options at the rate of 25,000
shares per year for significant performance with an additional stock option
at the rate of 12,500 shares per year for exceptional performance as
defined and determined by the Board of Directors.
7. EXTENT OF SERVICES. - LIU shall devote his entire business time,
------------------
attention, and energies to the business of QI, but this shall not be construed
as preventing LIU from investing his assets as a passive investor in such form
or manner as he sees fit as long as the investments will not require any
personal service from LIU. However, LIU agrees not to knowingly invest in any
entities that compete directly with QI or affiliated or related companies.
8. TERMINATION. A. In the event QI terminates LIU's employment for any
-----------
reason other than LIU's gross malfeasance or gross nonfeasance, LIU will
continue to be paid his salary by QI for a period of six months after such
notice of termination is given or until LIU shall commence employment of a
comparable nature and salary with another entity, whichever shall first occur.
In this regard, it is understood and agreed that LIU shall use his best efforts
in attempting to locate such other employment and QI agrees to cooperate in
helping LIU in the pursuit of any such position and QI agrees to provide the
requisite references and if such employment is of a lesser salary than his then
current salary at QI, QI agrees to reimburse LIU for the difference between such
-3-
salaries for the six month period specified above. It is agreed that any stock
options awarded LIU will continue to vest and be exercisable during this six
month period.
B. QI shall have the absolute right to terminate this agreement
immediately in the event of gross malfeasance or gross nonfeasance on the part
of LIU.
C. It is understood and agreed that this is a personal services
contract, and that QI shall have the right to terminate this agreement on 10
days notice to LIU, if appropriate, in the event of the disability or death of
LIU which would otherwise prevent him from performing his or her duties. For
purposes of this provision, "disability" shall be defined in accordance with the
definition of "disability" as contained in QI's disability insurance policy. In
the event of LIU's death, any guaranteed monies due under this agreement would
be paid directly to QI's estate as probated.
D. If the company decides to move outside a 25 mile radius of the
current company location then LIU has the option to exercise the provisions
under Paragraph 8, Section A.
9. NONDISCLOSURE. During the course of his employment with QI, LIU may
-------------
have occasion to conceive, create, develop, review, or receive information that
is considered by QI to be confidential or proprietary, including information
relating to inventions, patent, trademark and copyright applications,
improvements, know-how, specifications, drawings, cost and pricing date, process
flow diagrams, customer and supplier lists, bills, ideas, and/or any
-4-
other written material referring to same (Confidential Information). Both during
the term of employment and thereafter:
1. LIU, as an officer and employee, agrees to maintain in
strict confidence such Confidential Information.
2. LIU further agrees to use his best efforts to ensure that
all such Confidential Information is properly protected and kept from
unauthorized persons or disclosure.
3. If requested by QI, LIU agrees to promptly return to QI all
materials, writings, equipment, models, mechanisms, and the like
obtained from or through QI, including but not limited to, all
Confidential Information, all of which LIU recognizes is the sole and
exclusive property of QI.
4. LIU agrees that he will not, without first obtaining the
prior written permission of QI: (a) directly or indirectly utilize
such Confidential Information in his or her own business; (b)
manufacture and/or sell any product that is based in whole or in part
on such Confidential Information; or (c) disclose such Confidential
Information to any third party.
10. EMPLOYER PERQUISITES. LIU shall be entitled to and shall receive all
--------------------
employer perquisites as would normally be granted to employees of QI. Such
perquisites to include the following:
a. Health insurance under terms and conditions as provided to
other employees of QI.
b. Vacation of 10 business days per annum.
c. Paid holidays pursuant to QI's stated policy.
11. REPRESENTATIONS AND WARRANTIES. ▇. ▇▇▇ represents and warrants to
------------------------------
Company that he is not a party to or otherwise bound by any other employment or
services that may, in any way, restrict his right or ability to enter into this
agreement or otherwise be employed by QI.
-5-
▇. ▇▇▇ agrees that he will not reveal to QI, or otherwise utilize in
his employment with QI, any proprietary trade secrets or confidential
information of any previous employer.
12. NOTICES. Any written notice required to be given pursuant to this
-------
agreement shall be hand delivered or sent via fax or E-mail, or delivered by a
national overnight express service such as Federal Express.
13. JURISDICTION AND DISPUTES. A. This agreement shall be governed by the
-------------------------
State of Pennsylvania.
B. All disputes hereunder shall be resolved in the applicable state
or federal courts of Pennsylvania. The parties consent to the jurisdiction of
such courts, agree to accept service of process by mail, and waive any
jurisdictional or venue defenses otherwise available. The parties reserve the
right to mutually agree to binding arbitration in accordance with the policies
of the American Arbitration Association.
14. AGREEMENT BINDING ON SUCCESSORS. This agreement shall be binding on
-------------------------------
and shall inure to the benefit of the parties hereto, and their heirs,
administrators, successors, and assigns.
15. WAIVER. No waiver by either party of any default shall be deemed as a
------
waiver of any prior or subsequent default of the same or other provisions of
this agreement.
16. SEVERABILITY. If any provision hereof is held invalid or unenforceable
------------
by a court of competent jurisdiction, such invalidity shall not affect the
validity or operation of any other provision, and such invalid provision shall
be deemed to be severed from the agreement.
-6-
17. ASSIGNABILITY This agreement and the rights and obligations thereunder
-------------
are personal with respect to LIU and may not be assigned by any action of LIU or
by operation of law. QI shall, however, have the right to assign this agreement
to a successor in interest to QI or to the purchaser of any of the assets of QI
but not to any other third party.
18. INTEGRATION. This agreement constitutes the entire understanding of
-----------
the parties, and revokes and supersedes all prior agreements between the parties
and is intended as a final expression of their agreement. It shall not be
modified or amended except in writing signed by the parties hereto and
specifically referring to this agreement. This agreement shall take precedence
over any other documents that may be in conflict therewith.
IN WITNESS WHEREOF, QI and LIU confirm the foregoing accurately sets
forth the parties respective rights and obligations and agrees to be bound by
having the evidenced signature affixed thereto.
Quadrant International, Inc. ▇▇▇▇▇ ▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇
--------------------- ---------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, President Signature
Date: 12/16/97 Date: 12/16/97
------------------- ----------------
-7-
