EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made this 2nd day of
October, 2000 by and between Piranha, Inc. a Delaware corporation (the
"Company"), and Dr. Xxxxxxx Xx ("Executive").
WHEREAS, the Company wishes to employ Executive and Executive desires
to be employed by the Company as its Director of Research and Development upon
the terms and conditions set forth herein;
WHEREAS, the Company is engaged in the business of developing,
marketing and selling data compression technology and consulting and integrating
related business technology solutions (the "Business").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and promises in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Executive agree as follows:
1. EMPLOYMENT. The Company agrees to employ Executive and Executive
agrees to be employed by the Company as Director of Research and Development.
2. TERM OF EMPLOYMENT. Executive's employment will commence on October
2, 2000 and unless earlier terminated in accordance with P. 8 below will
continue for a term of three years, ending on October 1, 2003 (the "Initial
Term"). At the end of the Initial Term, the term of employment will be
automatically extended for successive one year terms (each an "Extended Term")
unless either party elects not to renew this Agreement by giving written notice
of such election at least sixty days prior to the scheduled expiration of the
Initial Term or then-current Extended Term, as applicable. The Executive's
entire term of employment hereunder is hereinafter called the "Employment Term."
3. POSITION AND RESPONSIBILITIES. As Director of Research and
Development, the Executive shall report directly to the President and Chief
Operating Officer of the Company and shall have such duties and responsibilities
as said President and the Board of Directors of the Company shall from time to
time prescribe.
4. COMMITMENT. During the Employment Term, Executive shall devote all
of his business time, attention, skill, and efforts to the faithful performance
of his duties herein.
5. COMPENSATION.The following shall constitute Executive's compensation
hereunder:
(A) BASE SALARY. During the Employment Term, the Company will pay
Executive an initial base salary (the "Base Salary") of $160,000 per year
payable in accordance with the Company's then-current executive salary payment
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practice. The Base Salary may be reviewed during the Employment Term in the sole
discretion of the Company's Board of Directors, and shall not be decreased
without the prior written consent of Executive.
(B) FRINGE BENEFITS. Executive will be entitled to participate in group
life and medical insurance plans, profit-sharing and similar plans and other
fringe benefits (collectively, "Fringe Benefits"), comparable to those made
available by the Company to its other executive employees, in accordance with
the terms of such plans. The Company will reimburse Executive for the cost of
Executive's health care benefits for Executive and Executive's spouse during the
Employment Term.
(C) WITHHOLDING. All compensation payable to Executive under this
Agreement is stated in gross amount and to the extent required by law will be
subject to all applicable withholding taxes, other normal payroll deductions,
and any other amounts required by law to be withheld.
(D) EXPENSES. The Company, in accordance with its then-current policies
and past practices, will promptly pay or reimburse Executive for all expenses
(including travel and entertainment expenses) reasonably incurred by Executive
during the Employment Term in connection with the performance of Executive's
duties under this Agreement, provided that Executive, if so requested by the
Company's President, must provide to the Company documentation or evidence of
expenses for which Executive seeks reimbursement.
6. VACATION AND HOLIDAYS. During the Employment Term, Executive will
be entitled to receive paid vacation for four weeks each year and paid holidays
in accordance with then-current Company policy.
7. LOCATION OF EMPLOYMENT. Executive will be entitled to perform his
duties under this Agreement at 0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxx,
Xxxxx or such location(s) that the Company and Executive mutually determine to
be in the best interests of the Company.
8. TERMINATION.
(a) If there has been a material breach of this Agreement or any other
agreement executed by Executive in favor of the Company, the Company may
terminate this Agreement upon fifteen days' prior written notice to Executive.
Executive shall have the right to cure any such breach within such fifteen-day
period. Any uncured breach shall be considered "cause" hereunder. Upon
expiration of such notice period, this Agreement shall without any further
notice or action be automatically terminated and Executive shalll not be
entitled to receive any further compensation (whether in the form of Base
Salary, Incentive Compensation, Fringe Benefits or otherwise) other than accrued
but unpaid Base Salary and any vested stock options. Notwithstanding the
foregoing, any of the following events will also be deemed a material breach of
this Agreement that is incapable of being cured:
(i) Executive's continued and deliberate neglect of, willful misconduct
in connection with the performance of, or refusal to perform his duties
hereunder;
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(ii) Executive's failure to devote his full business time to the
Company's business;
(iii) willful misconduct on the part of Executive that causes or is
likely to cause a material financial injury to the Company, including, without
limitation, Executive's embezzlement of the Company's funds or theft or
misappropriation of the Company's or any other party's property; or
(iv) Executive's conviction of a felony class crime.
(b) The Employment Term will terminate immediately upon the death or
disability of Executive. Disability of Executive will be deemed to have occurred
whenever Executive has suffered physical or mental illness, injury, or infirmity
that prevents Executive from fulfilling his duties under this Agreement for 120
consecutive days and the Company determines in good faith that such illness or
other disability is likely to continue for at least the next following 30 days.
In the case of death or disability, Executive will be entitled to receive
accrued but unpaid Base Salary as of the date of such termination but all other
obligations of the Company to pay Executive any further compensation (other than
death and disability benefits, if any) or otherwise, will terminate. Executive's
Base Salary during any period of disability will be reduced by any benefits
Executive receives from Company-provided disability insurance (if any such
insurance exists).
(c) The Company may elect to terminate this Agreement without cause
upon 60 days prior written notice; provided, that the Company shall continue to
pay Executive all compensation in accordance with P. 5 hereof for the remainder
of the Initial Term or then-current Extended Term as applicable.
(d) Executive may elect to terminate this Agreement upon 30 days prior
written notice to the Company if there has been a material breach of this
Agreement by the Company, unless such breach has been cured within such 30 day
period.
9. MODIFICATION AND WAIVER. This Agreement may not be modified or
amended except by an instrument in writing signed by the parties. No term or
condition of this Agreement will be deemed to have been waived, except by
written instrument of the party charged with such waiver. No such written waiver
will be deemed to be a continuing waiver unless specifically stated therein, and
each such waiver will operate only as to the specific term or condition waived
and shall not constitute a waiver of such term or condition for the future or as
to any act other than that specifically waived.
10. SEVERABILITY. If, for any reason, any provision of this Agreement
is held invalid, such invalidity will not affect any other provision of this
Agreement, and each provision will to the full extent consistent with law
continue in full force and effect. If any provision of this Agreement is held
invalid in part, such invalidity will in no way affect the rest of such
provision, and the rest of such provision, together with all other provisions of
this Agreement, will, to the full extent consistent with law, continue in full
force and effect.
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11. NOTICES. Any notice or consent required or permitted pursuant to
the provisions of this Agreement must be in writing and will be deemed to have
been properly given if sent by certified or registered United States mail;
prepaid, by overnight courier; or when personally delivered, addressed to the
respective party at his address shall appear on the records of the Company.
12. HEADINGS. The headings and other captions in this Agreement are
included solely for convenience of reference and will not control the meaning
and interpretation of any provision of this Agreement.
13. GOVERNING LAW. The validity, interpretation, performance, and
enforcement of this Agreement shall be governed by the laws of the State of
Illinois, except with respect to conflicts of laws principles.
14. BINDING EFFECT. This Agreement will be binding upon and inure to
the benefit of Executive, the Company, and their respective successors and
permitted assigns. The Company will be entitled to assign its rights and duties
under this Agreement provided that the Company will remain liable to Executive
should such assignee fail to perform its obligations under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Piranha, Inc.
By:___________________________________________
Xxxxxxx Xx
