Exhibit 10.25
Employment Agreement
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 2nd day of
June, 1999, and is by and between DIVICORE Inc. a Pennsylvania corporation with
an office for purposes of this Agreement at 0 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx,
Xxxxxxxxxxxx 00000 (hereinafter the "DIVICORE") and Xxx X. Xxxxxx with an
address at 000 Xxxxxxxx Xxxx Xxxxxx, XX 00000 (hereinafter "XXXXXX").
WITNESSETH
WHEREAS:
(a) DIVICORE wishes to retain the services of XXXXXX to render
services for and on behalf of DIVICORE, in accordance with the following
terms, conditions and provisions; and
(b) XXXXXX wishes to perform such services for and on behalf of
DIVICORE, in accordance with the following terms, conditions and provisions.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions herein contained and intending to be legally bound hereby, the
parties agree as follows:
1. EMPLOYMENT. DIVICORE hereby employs XXXXXX and XXXXXX 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. XXXXXX shall at all times be DIVICORE's
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employee subject to the terms and conditions of this Agreement.
3. TITLE AND DUTIES. DIVICORE agrees to employ XXXXXX and XXXXXX
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accepts such employment as a full time employee and agrees as per the terms and
conditions of this Agreement to serve as and have the title of Vice President,
Chief Legal Officer, General Counsel and perform diligently, faithfully, and to
the best of his ability. XXXXXX will report directly to the Chief Financial
Officer until December 31, 1999, and thereafter shall report directly to the
Chief Executive Officer of DIVICORE.
4. TERM OF SERVICES. The initial term of this Agreement is for a
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two year period commencing on June 2, 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. XXXXXX'x base salary for rendered services
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for the initial term of this Agreement shall be at least $125,000, an annual
amount payable in accordance with DIVICORE's payroll procedures and policies
as implemented during the term of this Agreement.
6. ADDITIONAL COMPENSATION. The additional package compensation
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proposed by subsections a) and b) of this Section is subject to DIVICORE's
receipt of further capital funds required to finance the management
compensation program. DIVICORE's Board of Directors will also have to vote
approval of these or any other specific additional compensation packages
proposed for payment or for vesting to XXXXXX during the term of this
Agreement. The compensation program allocated for XXXXXX will be comprised of
the following elements:
a) An annual Cash Bonus of: - Significant Performance $25,000
- Exceptional Performance $12,500
b) Bonus payments as per the approved 1999 Executive Compensation
Plan
c) Car Allowance - $500 monthly
7. EXTENT OF SERVICES. XXXXXX shall devote his entire business time,
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attention, and energies to the business of DIVICORE, but this shall not be
construed as preventing XXXXXX 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 XXXXXX. However, XXXXXX
agrees not to knowingly invest in any entities that compete directly with
DIVICORE or affiliated or related companies, except where such investment
comprises less than one percent (1%) of the outstanding stock of such competing
entity or except where such investment is part of a mutual fund investment.
8. TERMINATION.
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A. In the event DIVICORE terminates XXXXXX'x employment for
any reason other than XXXXXX'x xxxxx malfeasance or gross nonfeasance, or in
the event XXXXXX terminates his employment for "cause", as defined in Section
8.D. hereof, XXXXXX will continue to be paid his salary by DIVICORE for a
period of six months after such notice of termination is given or until XXXXXX
shall commence employment of a comparable nature, prestige and salary with
another entity, whichever shall first occur. In this regard, it is understood
and agreed that XXXXXX shall use his best efforts, if possible, in attempting
to locate such other employment and DIVICORE agrees to cooperate in helping
XXXXXX in the pursuit of any such position and DIVICORE agrees to provide the
requisite references and if such employment is of a lesser salary than his
then current salary at DIVICORE, DIVICORE agrees to reimburse XXXXXX for the
difference between such salaries for the six month period specified above. It
is
agreed that any stock options awarded to XXXXXX will continue to vest and be
exercisable during this six month period.
B. DIVICORE shall have the absolute right to terminate this
Agreement immediately in the event of gross malfeasance or gross nonfeasance
on the part of XXXXXX.
C. It is understood and agreed that this is a personal services
contract, and that DIVICORE shall have the right to terminate this Agreement
on 10 days notice to XXXXXX, if appropriate, in the event of the disability or
death of XXXXXX which would otherwise prevent him from performing his duties.
For purpose of this provision, "disability" shall be defined in accordance
with the definition of "disability" as contained in DIVICORE's disability
insurance policy. In the event of XXXXXX'x death, any guaranteed monies or
other guaranteed consideration due under this Agreement would be paid directly
to XXXXXX'x estate as probated.
X. XXXXXX may terminate his employment upon written notice to
DIVICORE at any time for any reason. XXXXXX will be considered to have "cause"
to terminate this Agreement if XXXXXX terminates this Agreement as a result of
DIVICORE breaching a material term of this Agreement and such breach is not
cured within thirty (30) days of XXXXXX giving notice of such breach to
DIVICORE.
9. NONDISCLOSURE. During the course of his employment with DIVICORE,
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XXXXXX may have occasion to conceive, create, develop, review, or receive
information that is considered by DIVICORE to be confidential or proprietary,
including information relating to inventions, patent, trademark and copyright
applications, improvements, know how, specifications, drawings, cost and pricing
date, process flow diagrams, customer and
supplier lists, bills, ideas, and/or any other written material referring to
same confidential or proprietary information. Both during the term of
employment and thereafter:
X. XXXXXX, as an officer and employee, agrees to maintain in
strict confidence such confidential information.
X. XXXXXX further agrees to use his best efforts to ensure that
all such confidential information in XXXXXX'X possession or control is
properly protected and kept from unauthorized persons or disclosure.
C. If requested by DIVICORE, XXXXXX agrees to promptly return
to DIVICORE all materials, writings, equipment, models, mechanisms, and the
like obtained from or through DIVICORE, including but not limited to, all
confidential information, all of which XXXXXX recognizes is the sole and
exclusive property of DIVICORE.
X. XXXXXX agrees that he will not, without first obtaining the
prior written permission of DIVICORE: (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. XXXXXX shall be entitled to and shall
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receive all employer perquisites as would normally be granted to employees,
officers and senior managers of DIVICORE. Such perquisites to include the
following:
A. Health insurance under terms and conditions as provided to
other employees of DIVICORE;
B. Vacation pursuant to DIVICORE's stated policy (but in no
event less than 10 days paid vacation per year); and
C. Paid holidays pursuant to DIVICORE's stated policy.
11. REPRESENTATIONS AND WARRANTIES.
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X. XXXXXX represents and warrants to DIVICORE 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 DIVICORE.
X. XXXXXX agrees the he/she will not reveal to DIVICORE, or
otherwise utilize in his employment with DIVICORE, 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.
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A. This Agreement shall be governed by the Commonwealth 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 XXXXXX and may not be assigned by any
action of XXXXXX or by operation of law. DIVICORE shall, however, have the right
to assign this Agreement to a successor in interest to DIVICORE or to the
purchaser of any of the assets of DIVICORE but not to any other third party.
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.
19. OPTION AGREEMENT. DIVICORE acknowledges that contemporaneously
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with the effectiveness of this Agreement, DIVICORE has granted XXXXXX certain
stock options to purchase the capital stock of DIVICORE, on such terms and
conditions as XXXXXX and DIVICORE have agreed upon.
IN WITNESS WHEREOF, DIVICORE and XXXXXX confirm the foregoing accurately
sets forth the parties respective rights and obligations and agrees to be
bound by having the evidenced signature affixed thereto.
DIVICORE INC.
By: /S/ Xxxxxxx Xxxxx /S/ Xxx X. Xxxxxx
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Xxxxxxx Xxxxx, CEO & President XXX X. XXXXXX