PRINTWARE, INC.
EXHIBIT 10.2(a)
EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND XXXXXXX X. XXXXXX
THIS EMPLOYMENT AGREEMENT (this "Agreement") between Printware, Inc.
(the "Company") and Xxx Xxxxxx (the "Employee") is dated as of January 11,
2001 (the "Effective Date").
WHEREAS, the Company desires to employ Employee as the Company's
Vice President of Sales and Marketing and the Employee desires to accept
such employment;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants herein contained, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Employment. During the term of this Agreement the Company shall employ
Employee as the Vice President of Sales and Marketing of the Company.
Employee shall have such authority, responsibility and duties consistent with
that position as may from time to time be assigned by the President and Chief
Executive Officer of the Company.
2. Compensation.
(A) Base Salary. During the term of this Agreement the Company shall
pay Employee an annual base salary of $100,000. The Company shall pay the
annual salary in equal installments on the Company's regular payroll dates.
The Company shall withhold and deduct from such installment payments such
amounts as are required under federal, state and local law to be withheld
for income tax or Social Security withholding purposes.
(B) Signing Bonus. The Company shall pay Employee, as a signing
bonus, $10,000 within thirty (30) days after Employee executes this Agreement
(the "Signing Bonus"). If Employee terminates this Agreement earlier than
January 10, 2002, Employee shall pay the Company, as repayment of the Signing
Bonus, $10,000 within fifteen (15) days of such termination.
(C) Incentive Compensation. Employee shall be eligible to receive
incentive compensation, payable as a bonus of up to fifty percent (50%) of
Employee's base salary within thirty (30) days after the date on which the
Company's independently audited financial statements for the applicable fiscal
year have been completed (a "Performance Bonus"). One-half of the
Performance Bonus shall be based on fulfillment of sales objectives by the
sales and marketing organization led by Employee and one-half of the
Performance Bonus will be based on achievement of personal goals. The sales
objectives and personal goals upon which the Performance Bonus shall be based
shall be mutually determined by Employee and the Company and attached as an
exhibit to this Agreement (the "Performance Bonus Exhibit") within thirty
(30) days of the date of execution of this Agreement. The amount of any
Performance Bonus shall ultimately be determined by the President and Chief
Executive Officer of the Company in good faith, by reference to the
Performance Bonus Exhibit.
(D) Transaction Severance. If a sale of a majority of the Company's
stock or assets takes place on or before January 10, 2002 (a "Sale
Transaction"), and Employee elects to terminate employment with the Company
or the purchaser of the Company's assets or stock within ten (10) days of the
closing of such Sale Transaction, the Company shall pay employee a severance
payment equal to Fifty Thousand Dollars and 00/100 ($50,000). In the event
that the purchaser of the Company's stock or assets elects to terminate
Employee's employment upon the closing of a Sale Transaction, the Company
shall pay Employee a severance payment equal to One Hundred Thousand and
00/100 Dollars ($100,000).
3. Term. The term of this Agreement shall begin on the Effective Date and
end on the date a party terminates the Agreement pursuant to Section 4.
4. Termination.
(A) Termination by the Company for Cause. The Company may terminate
Employee's employment at any time for Cause, effective immediately upon notice
of such termination, which notice must articulate the cause supporting the
proposed termination. "Cause" means (i) failure by Employee to meet
objectives set by the President or Chief Executive Officer, (ii) willful
failure by Employee to perform Employee's duties under this Agreement or
comply with the directions of the President or Chief Executive Officer, (iii)
malfeasance in the performance of Employee's duties under this Agreement
including, without limitation, Employee's continued or repeated
absence from work for reasons other than disability or sickness, (iv)
Employee's commission of (a) a felony or, to the extent the President or Chief
Executive Officer determines in good faith that the same reflects adversely
upon the character or integrity of Employee or of the Company, a misdemeanor,
under the laws of the United States or any state (whether or not in connection
with Employee's employment), (b) unethical business practice on the part of
Employee in connection with the affairs of the Company or (c) a material
breach of any of the provisions of this Agreement. Upon termination of
Employee's employment pursuant to this Section 4(A), Employee shall have a
period of ten (10) days (the "Response Period") to respond in writing to the
Company's President or Chief Executive Officer with respect to the basis for
termination articulated by the Company in the notice of termination presented
to Employee. During the Response Period, the Company shall continue to pay a
base salary to Employee. After receipt of employee's response (if any is
given) the President or Chief Executive Officer may elect to terminate this
Agreement, effective immediately, or reinstate Employee's employment and
continue this Agreement in full force and effect. Upon termination of this
Agreement pursuant to this Section 4(A), the Company's obligation to pay any
amount to Employee, including but not limited to any base salary, Performance
Bonus, severance, any amount payable under any benefit plan or any other
amount, shall immediately cease.
(B) Termination by the Company without Cause. The Company may terminate
this Agreement at any time without Cause, effective immediately upon notice to
Employee. Within thirty (30) days of termination without Cause pursuant to
this Section 4(B), the Company shall pay Employee the sum of One Hundred
Thousand and 00/100 Dollars ($100,000). Thereafter, the Company's obligation
to pay to Employee any base salary, severance or any amount payable under any
benefit plan shall immediately cease, but Employee shall remain eligible for a
Performance Bonus pursuant to Section 2(C), determined on a pro rata basis.
(C) Death and Disability. This Agreement shall terminate upon
Employee's death. The Company may terminate this Agreement if Employee is
physically or mentally incapacitated such that Employee has been unable for
sixty (60) days in any 360-day period to perform Employee's duties under this
Agreement. Upon termination of this Agreement pursuant to this Section 4(C),
the Company's obligation to pay any amount to Employee, including but not
limited to any base salary, severance or any amount payable under any benefit
plan (other than such benefits to which Employee may be entitled under any
such plan as a result of disability), shall immediately cease, but Employee
shall remain eligible for a Performance Bonus pursuant to Section 2(C),
determined on a pro rata basis. This Section 4(C) shall not be construed as
a waiver by Employee of any rights Employee may have under the Family Medical
Leave Act, the Americans with Disabilities Act or any state law regarding
disability leave or disability discrimination.
(D) Termination by Employee without Cause. Employee may terminate this
Agreement at any time, without cause, on thirty (30) days' written notice to
the Company. Upon the termination of this agreement by Employee, the
Company's obligation to pay Employee any base salary, Performance Bonus,
severance, any amount payable under any benefit plan payment or any other
amount shall immediately cease. If this Agreement is terminated pursuant to
this Section 4(D) on or before January 10, 2002, Employee shall pay the
Company, as repayment of the Signing Bonus, $10,000 within fifteen (15) days
of such termination, as provided in Section 2(B) of this Agreement.
5. Assignment. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns,
except that neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by Employee without the prior written
consent of the Company.
6. Severability. If any provision of this Agreement is determined to be
prohibited by or unenforceable or invalid under applicable law, such provision
will be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.
7. Entire Agreement. This Agreement, together with a stock option agreement
between the Company and Employee of even date herewith, contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any prior understandings, agreements or representations by or
between the parties.
8. No Waiver. No term or condition of this Agreement shall be deemed to have
been waived except by a statement in writing signed by the party against whom
enforcement of the waiver or estoppel is sought.
9. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall be deemed one
agreement.
10. Applicable Law. This Agreement is to be interpreted and enforced in
accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
PRINTWARE, INC.
By: /s/Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, President and CEO
By: /s/Xxx Xxxxxx
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Xxx Xxxxxx
