Exhibit 10.27
Employment Agreement
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 1st day of
March, 1999 and is by and between Quadrant International, Inc. a Pennsylvania
corporation with an office for purposes of this Agreement at 0 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 (hereinafter the "QI") and E. Xxxxxx
Xxxxxxx Xx. with an address at 0000 Xxxxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxxxx
00000 (hereinafter " VITETTA")
W I T N E S S E T H
WHEREAS:
(a) QI wishes to retain the services of VITETTA to render services
for and on behalf of QI, in accordance with the following terms, conditions and
provisions; and
(b) VITETTA 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 convenants and conditions herein
contained the parties hereto intending to be legally bound hereby agree as
follows:
1. EMPLOYMENT. QI hereby employs VITETTA and VITETTA accepts such
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employment and shall perform his duties and the responsibilities provided for
herein accordance with the terms and conditions of this Agreement.
2. EMPLOYMENT STATUS. VITETTA shall at all times be QI's employee
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subject to the terms and conditions of this Agreement.
3. TITLE AND DUTIES. QI agrees to employ VITETTA and VITETTA accepts
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such employment as a full time employee and agrees as per the terms and
conditions of
this Agreement to serve as and have the tile of Vice President of
Worldwide Sales of QI with the authority and responsibility normally associated
with that position, it being agreed VITETTA 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
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year period commencing on January 1, 1999, subject to the termination section of
this agreement, with the parties agreeing to confirm any subsequent extension of
this initial term in a signed written agreement setting forth any amended or
supplemental conditions.
5. BASE COMPENSATION. The employees base salary for rendered services
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for the initial term of this agreement shall be $110,000 an annual amount
payable in accordance with QI's payroll procedures and policies as implemented
during the term of this agreement.
6. ADDITIONAL COMPENSATION. In addition you are eligible to receive
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an incentive payment of $40,000 annually, calculated and paid quarterly, as well
as commission payments described in the 1999 Sales Commission Program. You are
also eligible for a car allowance in the amount of $600 per month.
7. EXTENT OF SERVICES. VITETTA shall devote his entire business time,
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attention, and energies to the business of QI, but this shall not be construed
as preventing VITETTA from investing his assets in the future 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 VITETTA. However, VITETTA agrees not to
knowingly invest in any entities that compete directly with QI or affiliated or
related companies.
8. TERMINATION. A. In the event this agreement is terminated for any
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reason other than a) VITETTA's gross malfeasance or gross nonfeasance, VITETTA
will continue to be paid his salary and bonus by QI for a period of six months
after such notice of termination is given b) if QI relocated to a non-
commutable location c) if Vitetta's role changed significantly d) Vitetta
resigns QI agrees to cooperate in helping VITETTA 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 VITETTA for the difference between such salaries for the six month
period specified above. It is agreed that any stock options awarded VITETTA will
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 VITETTA.
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 30
days notice to VITETTA, if appropriate, in the event of the long term disability
or death of VITETTA which would otherwise prevent him from performing his or her
duties. For purpose 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 VITETTA's death, any guaranteed monies due
under this agreement would be paid directly to VITETTA's estate as probated.
D. For purposes of this specific employment agreement, the
parties agree that any one of the following items shall be included as defining
a termination without cause.
1. Either QI moves its current headquarters out of the state
of Pennsylvania, or
2. VITETTA is transferred to a location outside of the state
of Pennsylvania. QI will relocate VITETTA and his immediate family, and
reimburse VITETTA for relocating in the amount of $40,000.
9. NONDISCLOSURE. During the course of his employment with QI,
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VITETTA 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, specifications, drawings, cost and pricing date,
process flow diagrams, customer and supplier lists, bills, and/or any other
written material referring to same Confidential or Proprietary Information. Both
during the term of employment and for 12 months thereafter:
1. VITETTA, as an officer and employee agrees to maintain in
strict confidence such Confidential Information.
2. VITETTA 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, VITETTA 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 VITETTA recognizes is the sole and exclusive
property of QI.
4. VITETTA agrees that he will not, without first obtaining
the prior written permission of QI: (a) directly or indirectly utilize such
Confidential Information in his 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. VITETTA shall be entitled to and shall
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receive all employee perquisites 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 pursuant to QI's stated policy
c) Paid holidays pursuant to QI's stated policy
11. REPRESENTATIONS AND WARRANTIES. X. XXXXXXX represents and
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warrants 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.
X. XXXXXXX agrees the he/she 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
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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
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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 or 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
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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
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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
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unenforceable by 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.
17. ASSIGNABILITY. This agreement and the rights and obligations
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thereunder are personal with respect to VITETTA and may not be assigned by any
action of VITETTA or by operation of law.
18. INTEGRATION. This agreement constitutes the entire understanding
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of 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 thereto
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 VITETTA 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.
/s/ Xxxxxxx Xxxxx, CEO & President /s/ E. Xxxxxx Xxxxxxx, Xx.
By:___________________________________ _____________________________
Xxxxxxx Xxxxx, CEO & President Signature
Date: March 1, 1999 Date: March 1, 1999
_________________________________ ________________________
