EXHIBIT 10.15
EMPLOYMENT AGREEMENT DATED JANUARY 19, 1999
BY AND BETWEEN C2I AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
[Letterhead of C2i Solutions, Inc.]
January 19, 1999
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇▇:
We are pleased to enclose this offer letter, which sets forth the basic terms
and conditions of your employment with C2i Solutions, Inc. ("C2i"). By signing
this letter, you will be agreeing to these terms. It is important that you
understand clearly both what your benefits are and what is expected of you by
C2i.
1. DUTIES. Your duties generally will include, but are not limited to,
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those duties normally performed by a Senior Vice President of Sales and
Operations. You may be assigned other duties as needed and your duties may
change from time to time on reasonable notice, based on the needs of C2i and
your skills, as determined by C2i. You will report directly to the
President/CEO.
As an employee, you are required to exercise your specialized expertise,
independent judgment and discretion to provide high-quality services. You are
required to follow company policies and procedures adopted from time to time by
C2i and to take such general direction as you may be given from time to time by
your supervisor. C2i reserves the right to change these policies and procedures
at any time. You are required to devote your full energies, efforts and
abilities to your employment with C2i.
2. HOURS OF WORK. As an employee, you are expected to work the number of
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hours required to get the job done. At a minimum, you are generally expected to
be present during the normal working hours of C2i, 8AM to 5PM local time. Your
primary office will be in San Diego, CA.
3. SALARY. Please see Exhibit A.
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4. EXPENSES. As an employee, you will be reimbursed for all reasonable
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travel and office expenses incurred on behalf of C2i. Any expense over $100.00
must be approved in writing in advance.
5. EMPLOYEE BENEFITS. You will be eligible for the Blue Shield health
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plan, the Fortis dental plan, the Fortis life insurance, the 401K plan and other
employee benefits, which are generally applicable to full-time employees. These
benefits are subject to change.
6. PROPRIETARY RIGHTS; DUTY TO DISCLOSE. Employee hereby acknowledges and
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agrees to be bound by the provisions of the C2i's enclosed "Confidentiality
Agreement". Employee agrees during and after the term of this employment, not
to reveal confidential information, or trade secrets to any person, firm,
corporation, or other legal entity for a period of two (2) years. Should
employee reveal or threaten to reveal this information, the Company shall be
entitled to an injunction restraining the employee from disclosing same, or from
rendering any services to any entity to whom said information has been or is
threatened to be disclosed. The right to secure an injunction is not exclusive,
and the Company may pursue any other remedies it has against the employee for a
breach or threatened breach of this condition, including the recovery of damages
from the employee.
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7. NONSOLICITATION OF EMPLOYEES. Employee specifically agrees that during
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the term of this Agreement and for a period of two (2) years thereafter,
employee shall not, directly or indirectly, either for himself or for any other
person, firm, corporation or other legal entity, solicit any then employee of
C2i to leave the employment of C2i.
8. GOVERNING LAW. This Agreement shall be governed by and construed and
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enforced in accordance with and subject to the laws of the State of California.
Any dispute or action between the employee and the Company resulting out of this
Agreement must be brought in the jurisdiction of the State of California or it
is void.
9. DISPUTE RESOLUTION PROCEDURE. The parties agree that any and all disputes
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arising out of the employment relationship between them, will be resolved under
the following procedures.
A. The party claiming to be aggrieved shall furnish to the other
party a written statement of the grievance identifying any witnesses
or documents that support the grievance and the relief requested or
proposed.
B. If the other party does not agree to furnish the relief requested
or proposed, or otherwise does not satisfy the demand of the party
claiming to be aggrieved, C2i may submit the dispute to non-binding
mediation before a mediator to be jointly selected by the parties.
The parties will share the cost of the mediation.
C. If the mediation does not produce a resolution of the dispute, C2i
may submit the dispute for final and binding arbitration before an
arbitrator mutually selected by the parties or, if no agreement is
reached, then under the Expedited Labor Arbitration Rules of the
American Arbitration Association, except that the arbitrator shall be
selected by alternately striking names from the panel of five (5)
neutral labor or employment arbitrators designated by the American
Arbitration Association.
The arbitrator shall have the authority to grant any relief
authorized by law. The arbitrator shall not have the authority to
modify, change or refuse to enforce the terms of the employment
agreement. In addition, the arbitrator shall not have the authority
to require C2i to change any lawful policy or benefit plan. The
hearing shall be transcribed. Each party shall bear their respective
legal and arbitration fees.
D. Arbitration shall be the exclusive final remedy for any dispute
between the parties. Provided, however, that nothing in this
Paragraph 9 shall limit the right of C2i to go to court to obtain
injunctive relief for violation of C2i's Confidentiality Agreement.
E. Each party shall bear their respective legal fees.
10. NO ASSIGNMENT. This Agreement may not be assigned by the employee
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without the written consent of C2i.
11. INTEGRATED AGREEMENT. This Agreement supersedes any prior agreements,
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representations or promises of any kind, whether written, oral, express or
implied between the parties hereto with respect to the subject matter herein.
It constitutes the full, complete and exclusive agreement between you and C2i
with respect to the subject matters herein. This Agreement may only be modified
by a writing signed by you and the President or Chief Financial Officer of C2i.
12. NOTICES. All notices or other communications provided for by this
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Agreement shall be made in writing and shall be deemed properly delivered when
(i) delivered personally or (ii) by the mailing of such notice by registered or
certified mail, postage prepaid, to the parties at the addresses set forth on
the signature page of this Agreement (or to such other address as one party
designates to the other in writing).
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13. AMENDMENTS. No supplement, modification, or amendment of any term,
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provision or condition of this Agreement shall be binding or enforceable unless
evidenced in writing executed by the parties hereto.
14. COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
15. SEVERABILITY. If any provision of this Agreement is declared invalid
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by any court or tribunal, that provision is deemed deleted from this Agreement
as though such provision had never been included herein. The remaining
provisions of the Agreement shall remain in effect.
16. PERFORMANCE EVALUATION. There will be a probationary period of 90
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days commencing on the first day of employment. At the end of the probationary
period an employee performance evaluation will be conducted. A satisfactory
evaluation will result in regular employee status. Failure to obtain a
satisfactory evaluation may result in the following:
1.) The extension of the probationary period.
2.) Termination of the employee.
17. TERMS OF EMPLOYMENT. The term of this Agreement is at will. You
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or C2i may terminate the employment relationship at any time, with or without
cause.
In order to confirm your agreement with and acceptance of these terms, please
sign and return via FAX to our office no later than close of business (5 PM)
Friday, January 22, 1999. You will be sent two original copies, one copy for
your records and the other should be signed and returned to C2i, along with the
enclosed forms upon completion. If there is any matter in this letter, which
you wish to discuss further, please do not hesitate to speak to me.
Very truly yours,
C2i Solutions, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
President/CEO
JAW:ct
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I agree to the terms of employment set forth in this Agreement.
Dated: January 22, 1999
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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EXHIBIT A
EMPLOYEE: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
INITIAL POSITION: Senior Vice President of Sales and Operations
APPROXIMATE START DATE: January 25, 1999
REPORTS TO: President/CEO
SALES QUOTA: US Sales for the year ended 12/31/99 of approximately
$14,000,000.
Annual Salary: $120,000 payable semi-monthly on the 15th and the last
day of each month.
STOCK OPTIONS: A grant of Incentive Stock Options ("ISOs") for 60,000
shares of Common Stock upon commencement of work.
Options will vest monthly over 36 months with vesting
of first three months deferred until the 90 day
probation is completed and expire ten (10) years from
date of grant. In order to qualify for preferential tax
treatment, the exercise price of ISOs must be no less
than the fair market value of a share of Common Stock
on the date of the grant. All terms and conditions of
the stock option grants are in accordance with C2i's
standard stock option plan.
BONUS: A monthly bonus of 10% of earnings before taxes will be
paid for earnings before taxes in excess of budgeted
amounts, assuming earnings before taxes is positive.
All terms of such bonus are subject to approval by the
Compensation Committee of the Board of Directors.
BUSINESS EXPENSES: Reasonable travel and expense reimbursement, with
proper advance approval.
MEDICAL EXPENSES: C2i offers Blue Shield of California as our health plan
provider to our employees.
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