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EXHIBIT 10.8
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made this 7th day of August, 1996, between LASON
SYSTEMS, INC, a Delaware corporation, the address of which is 0000 Xxxxxxxxxx
Xxxxxxx, Xxxx, Xxxxxxxx, 00000 ("Corporation"), and Xxxx X. Xxxxxx, whose
address is 0000 Xxxx Xxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx 00000 ("Employee").
R E C I T A L S:
Corporation is engaged in the business of providing a wide range of
document management, records management and business communication services.
Employee is experienced in running all aspects of such business.
The parties are desirous of entering into a contract of employment on
the terms and conditions set forth below.
THEREFORE, the parties agree as follows:
1. Engagement Of Employee. Corporation hereby employs Employee
for the term of this Agreement as set forth in Paragraph 4 and, during the term
of this Agreement, Employee agrees to provide the following services to
Corporation on the terms contained in this Agreement: Employee shall hold the
title of Chief Executive Officer and shall be responsible for providing the
services customarily required of a Chief Executive Officer including, but not
limited to, direction of both Corporation's day-to-day operations and its sales
and marketing activities. Employee shall devote his full time and attention to
discharging the duties of his position and shall report to Corporation's Board
of Directors, through its Chairman of the Board, Xxxxxx X. Xxxxxxx.
2. Base Compensation.
A. Base Salary. Corporation shall pay to Employee a base
salary of One Hundred Seventy-Five Thousand and 00/100
($175,000.00) Dollars per calendar year. Such base
salary shall be paid in equal bi-weekly installments
(less appropriate and necessary withholdings for
employment taxes), commencing on Corporation's next
regular pay day and continuing on the same day of every
other week thereafter during the term of this Agreement.
B. Bonus. Predicated on Corporation's performance,
Employee shall be entitled to an annual bonus of a
minimum of 50% of the base salary set forth in Section
2(A) above. The
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amount of the bonus shall be determined by
Corporation's Board of Directors.
C. Benefits. Employment shall have the right to
receive or participate in any fringe benefits,
including, but not limited to, personal days,
group term life insurance programs, disability
insurance programs, medical expense reimbursement
plans, flexible benefit plans, so-called qualified
"pension or profit sharing plans," and other
reasonable and customary fringe benefits which may
from time-to-time be made available by Corporation's
Board of Directors (and further subject to any
applicable eligibility requirements of each such
program). Further, Employee shall be entitled to an
automobile allowance and other similar benefits as
determined by Corporation's Board of Directors.
3. Grant of Options. Employee shall be eligible to participate in
the Lason Holdings, Inc. 1995 Stock Option Plan (the "Plan") pursuant to the
terms of an Employee Stock Option Agreement entered into between Employee and
Lason Holdings, Inc. dated December ___, 1995 (the "Stock Option Agreement").
4. Term and Severance.
The term of this Agreement shall be for two (2) years from and after
the date of this Agreement.
In the event that Employee is terminated during the term of this
Agreement with or without cause or in the event that he resigns because of a
material change in the scope of his duties then, and in that event, Employee
shall be entitled to receive severance pay in an amount equal to his base
salary plus his actual bonus for the preceding year or 50% of base salary,
whichever is greater. Such severance pay shall be paid for the unexpired term
of this Agreement or 12 months, whichever is greater.
5. Non-Competition/Confidentiality. In consideration of the
compensation described in this Agreement, Employee agrees that while he is
employed by Corporation and should he elect to voluntarily leave Corporation's
employ prior to the expiration of the term of this Agreement (except in the
event of a material change in his duties) then, and in that event, for the
unexpired term of this Agreement, (the "Non-Compete Period"), Employee shall
not, either directly or indirectly (and whether or not for compensation), work
for, be employed by, own, participate or engage in, or have any interest in,
any person, firm, entity, partnership, limited partnership, limited liability
company, corporation or business (whether as an employee, owner, partner,
member,
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shareholder, officer, director, agent, creditor, consultant or in any capacity
which calls for the rendering of personal services, advice, acts of management,
operation or control) that engages in activities in any of the counties in
which Corporation transacts business which are substantially the same as or
competitive with the activities engaged in by Corporation including but not
limited to the following: document management, records management and business
communications, so long as Corporation (or any successor) shall, directly or
indirectly, be engaged in such activity in such county. The foregoing shall
not, however, be deemed to prevent Employee from investing in any corporation
the shares of which are traded on a securities exchange or in the
over-the-counter market.
Employee further agrees that he shall not, directly or indirectly, at
any time during the Non-Compete Period: (i) divert or attempt to divert from
Corporation any business of any kind in which Corporation is engaged; (ii)
take any action that causes the termination of a business relationship between
Corporation and any customer or supplier of Corporation; or (iii) induce or
attempt to induce any person who is an employee of Corporation to leave the
employ of Corporation.
During the term of this Agreement and the Non-Compete Period, Employee
shall keep secret and inviolate and shall not divulge, communicate, use to the
detriment of Corporation or for the benefit of any other person or persons or
misuse in any way any knowledge or information of a confidential nature,
including, without limitation, all trade secrets, information, computer
programs, technical data, customer lists and unpublished matters relating to
the business, assets, accounts, books, records, customers and contracts of
Corporation which he may or hereafter come to know as a result of his
association with and which is unique to Corporation ("Confidential
Information"). Information shall not be considered Confidential Information
if: (i) the information is known by or subsequently becomes generally
available to the public through no fault or breach on the part of Employee;
(ii) the information is independently developed by Employee without the use of
any Confidential Information; or (iii) the Employee rightfully obtains the
information after the term of this Agreement from a third party that has the
right to disclose it. Employee may disclose Confidential Information if
required by any judicial or governmental request, requirement or order;
provided that Employee will take reasonable steps to give Corporation
sufficient prior notice in order to contest such request, requirement or order.
Employee has had knowledge of the affairs, trade secrets, customers,
potential customers and other proprietary information of Corporation, and
Employee acknowledges and agrees that compliance with the covenants set forth
in this Paragraph 5 is necessary for the protection of the business, goodwill
and other proprietary interests of Corporation and that any violation of this
Agreement will cause severe and irreparable injury to the business, goodwill
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and proprietary interests of Corporation, which injury is not compensable by
money damages. Accordingly, in the event of a breach (or threatened or
attempted breach) of this Paragraph 5, Corporation and any successor shall, in
addition to any other rights and remedies, be entitled to immediate appropriate
injunctive relief or a decree of specific performance, without the necessity of
showing any irreparable injury or special damages.
If, in any judicial proceeding, a court shall refuse to enforce
any of the covenants included herein, then said unenforceable covenant(s) shall
be deemed eliminated from these provisions for the purpose of those proceedings
to the extent necessary to permit the remaining separate covenants to be
enforced. It is the intent and agreement of Corporation and Employee that these
covenants be given the maximum force, effect and application permissible under
law.
The provisions of this Paragraph 5 shall survive the
termination of this Agreement.
6. Miscellaneous. Employee shall not assign his rights and
obligations hereunder. Corporation may assign its rights and obligations
hereunder with the consent of Employee which consent shall not be unreasonably
withheld. Subject to the foregoing, all of the terms and conditions of this
Agreement shall be binding upon and shall inure to the benefit of the heirs,
successors, administrators, legal representatives and assigns, as the case may
be, of the parties hereto.
7. Partial Invalidity. If any provision of this Agreement
is held by a court of competent jurisdiction to be invalid, void or
unenforceable in any manner, the remaining provisions of this Agreement shall
nonetheless continue in full force and effect without being impaired or
invalidated in any way. In addition, if any provision of this Agreement may be
modified by a court of competent jurisdiction such that it may be enforced, then
that provision shall be so modified and as modified shall be fully enforced.
8. Entire Agreement. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter
contained herein, supersedes all prior and contemporaneous agreements,
understandings and negotiations, and any all employment agreement(s)
between Corporation and Employee dated prior to the date hereof; and no
evidence of prior or contemporaneous agreements, understandings and
negotiations shall govern or be used to construe or modify this Agreement.
Except as provided in this Agreement, no modification or alteration hereof
shall be deemed effective unless in writing and signed by the parties hereto.
Neither this Agreement nor any of its provisions may be changed, waived, or
discharged orally, but only by an instrument duly signed by the party against
which enforcement
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of the change, waiver, or discharge is sought.
9. Notices. All notices, demands, and requests required or permitted
to be given under the provisions of this Agreement shall be in writing and
shall be deemed given (a) when personally delivered or sent by facsimile
transmission to the party to be given the notice or other communication or (b)
on the business day following the day such notice or other communication is
sent by overnight courier to the addresses set forth above or at such other
address as either party may designate from time to time by appropriate notice
to the other.
10. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Michigan.
11. Headings. The headings in this Agreement are for reference only
and shall not limit or otherwise affect any of the terms or provisions hereof.
12. Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute one and the same instrument.
THIS AGREEMENT was executed as of date and year first set forth above.
"CORPORATION"
LASON SYSTEMS, INC., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Its: Chairman of the Board
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"EMPLOYEE"
/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX
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