PRINTWARE, INC.
EXHIBIT 10.2(c)
EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND XXXXXXX XXXXXXXX
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") between Printware, Inc. (the
"Company") and Xxxxxxx Xxxxxxxx (the "Employee") is dated as of January 11,
2001 (the "Effective Date").
WHEREAS, the Company desires to employ Employee as the Company's
President and Chief Executive Officer 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 President and Chief Executive Officer of the Company.
Employee shall have such authority, responsibility and duties as may from time
to time be assigned by the Board of Directors of the Company.
2. Compensation.
(A) Base Salary. During the term of this Agreement the Company shall
pay Employee an annual base salary of $150,000. 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) Benefits. The Company shall allow Employee to participate in all
benefit plans, retirement plans and fringe benefits which may be available
from time to time to employee's of Employee's level of employment in
accordance with the Company's policies.
(C) Incentive Compensation. Employee shall be eligible to receive such
incentive compensation as may be determined by the Board of Directors of the
Company from time to time.
(D) Transaction Incentive. If a sale of substantially all of the
Company's stock or assets takes place either (i) during the term of this
Agreement or (ii) within twelve (12) months after this Agreement has been
terminated without cause pursuant to Section 4(B) if the sale is consummated
with a party with whom Employee had contact during the term of the Agreement
and in part as a result of Employee's efforts (a "Sale Transaction"), the
Company shall pay Employee a transaction fee (the "Transaction Fee") within
thirty (30) days of the closing of such Sale Transaction. If the Sale
Transaction involves the sale of assets, the Transaction Fee shall be the sum
of (i) two percent (2%) of the fair market value of non-cash assets sold, plus
(ii) one percent (1%) of the fair market value of cash assets sold plus (iii)
an amount equal to $12,500 for each month Employee shall have been employed as
of the date of the Sale Transaction (up to a maximum of six (6) months). If
the Sale Transaction involves the sale of stock, the Transaction Fee shall be
the sum of (i) two percent (2%) of the fair market value of the Company's non-
cash assets at the time of the sale, plus (ii) one percent (1%) of the fair
market value of the Company's cash assets at the time of the sale plus (iii)
an amount equal to $12,500 for each month Employee shall have been employed as
of the date of the Sale Transaction (up to a maximum of six (6) months).
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
this Agreement for Cause, effective immediately upon notice of such
termination. "Cause" means (i) willful failure by Employee to meet objectives
set by the Board of Directors, (ii) willful failure by Employee to perform
Employee's duties under this Agreement or comply with the directions of the
Board of Directors, (iii) malfeasance or negligence 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 Board of Directors 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 this Agreement for Cause pursuant to this Section 4(A), the Company's
obligation to pay any amount to Employee, including but not limited to any
base salary, incentive compensation, Transaction Fee or any amount payable
under any benefit plan or otherwise, shall immediately cease and the Company
shall have no further obligation to Employee.
(B) Termination by the Company without Cause. The Company may terminate
this Agreement without Cause, effective immediately upon notice to Employee.
Notwithstanding the Company's obligations to Employee pursuant to Section
2(D), within thirty (30) days of termination without Cause pursuant to this
Section 4(B), the Company shall pay Employee an amount equal to $12,500 for
each month Employee shall have been employed as of the date of termination (up
to a maximum of six (6) months). Thereafter, the Company's obligation to pay
any base salary or incentive compensation shall immediately cease.
(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 to Employee any base salary, incentive
compensation, Transaction Fee, severance or any amount payable under any
benefit plan (other than such benefits to which Employee may be entitle under
any such plan as a result of disability), shall immediately cease except the
obligations as specified in Section 2(C). 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.
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 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
PRINTWARE, INC.
By: /s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Chairman
By: /s/Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
