EXHIBIT 99(F)
EMPLOYMENT AGREEMENT
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BETWEEN:
OBJECTIVE SYSTEMS INTEGRATORS, INC., a corporation organized under the laws of
the State of California, United States of America, with its principal offices
located at 000 Xxxx Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx 00000, Xxxxxx Xxxxxx of
America, represented by its Vice President and General Counsel, Xx. Xxxxxx X.
Xxxxxxx (the "Company"),
ON THE ONE HAND,
AND
XX. XXXXXX XXXXXXXX, an American citizen resident at 00, xxx xx Xxxxxxxx, 00000
Xxxxx Xxxxxxx xx Xxxx (Xxxxxx) (hereinafter "Xx. Xxxxxxxx"),
ON THE OTHER HAND.
ARTICLE 1 - HIRING
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Xx. Xxxxxxxx, who declares that he is free of any conflicting commitment,
including any applicable notice period and non-competition clause, is hired by
the Company as Managing Director, Europe, Middle-East and Africa (the
"Territory").
This Agreement is governed by the provisions of the applicable collective
bargaining agreement for all questions not expressly dealt with by this
Agreement. Xx. Xxxxxxxx agrees to not disclose any of the terms of this
Agreement both during and after the term of his employment.
ARTICLE 2 - CONTRACTUAL INDEMNITY FOR TERMINATION
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In light of Xx. Xxxxxxxx'x responsibilities with the Company, it is agreed that
if this Agreement is terminated for any reason by the Company (other than
serious fault of Xx. Xxxxxxxx), the Company will pay to him an indemnity equal
to twelve months' salary. This fixed sum is intended to indemnify Xx. Xxxxxxxx
against harm from which he might suffer pursuant to a termination of this
Agreement by the Company and will be the Company's sole and exclusive obligation
for any such termination, in addition to the obligations in Article 11. It is
also agreed that if Xx. Xxxxxxxx is dispensed by the Company from carrying out
part or all of his statutory termination notice period (as provided for in
Article 11), the contractual indemnity for termination provided for in this
Article 2 will be reduced by the amount which Xx. Xxxxxxxx receives from the
Company for the non-executed notice period.
ARTICLE 3 - TERM OF THE AGREEMENT
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Subject to the provisions of Article 1, this Agreement is concluded for an
indefinite term beginning on January 1, 1997.
ARTICLE 4 - DUTIES
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Xx. Xxxxxxxx will carry out his activities as Managing Director for the
Territory, responsible for the sales and operations of the Company in the
Territory.
Xx. Xxxxxxxx will report directly to Xxxxxx X. Xxxxxxx, President and C.E.O. of
the Company, or such other person(s) as will be determined by the Company.
Moreover, the duties of Xx. Xxxxxxxx may evolve as a function of the
requirements and needs of the Company, on the one hand, and as a function of the
capacity and development of the competence of Xx. Xxxxxxxx, on the other hand.
ARTICLE 5 - PLACE OF WORK
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Xx. Xxxxxxxx will carry out his duties in the Paris area, and will assist the
Company in establishing its European office.
In addition, Xx. Xxxxxxxx may be asked to perform short or medium-term missions
located in France or abroad.
ARTICLE 6 - COMPENSATION
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In consideration for his services, Xx. Xxxxxxxx will receive a yearly base
salary of US $160,000.
This salary will be paid to Xx. Xxxxxxxx at such place as he will indicate to
the Company. In addition, Xx. Xxxxxxxx will be paid, at his option, in French
Francs or United States dollars. If he is paid in French Francs, his salary
will be converted at an exchange rate to be defined on January 1st of each year.
However, if the exchange rate between the United States dollar and the French
Franc varies by more than 5%, such exchange rate will be promptly modified to
take the variation into account.
In addition, Xx. Xxxxxxxx will receive a commission of .75% on the net amount of
all license revenues for which payment has been received by the Company for
transactions with end-users in the Territory, payable within thirty days after
receipt of the corresponding amount by the Company. This commission rate will
be reviewed and may be adjusted by the Company at the beginning of each of the
Company's fiscal years.
For business generated with customer accounts not currently on the Company's
prospect list (as approved by the President/C.E.O. of the Company), the
following commission plan will apply through June 30, 1997, in lieu of the plan
defined above:
5% of the net sale amount, when recognized by the Company in
accordance with Generally Accepted Accounting Purposes ("GAAP"), for
the quarter ending March 31, 1997, and
3% of the net sale amount, when recognized by the Company in
accordance with GAAP, for the quarter ending June 30, 1997;
such amounts will be paid to Xx. Xxxxxxxx within thirty days after receipt of
the corresponding amount by the Company. This exceptional commission plan will
expire as of June 30,1997.
The payment of any commission to Xx. Xxxxxxxx will be in accordance with the
instructions which he will provide to the Company.
In addition, Xx. Xxxxxxxx will receive all employee benefits accorded by French
law and business practices, as well as any supplementary benefits which the
Company offers to its executive level employees, provided that the totality of
such benefits will not exceed those offered to the Company's other executive
level employees.
At least once per year on the anniversary date of this Agreement, Xx. Xxxxxxxx
will be called to a meeting the purpose of which is to review his performance
and the quality of his work and to consider revision of his compensation.
Finally, the Company will recommend to its Board of Directors that Xx. Xxxxxxxx
be granted an option to purchase 25,000 shares of the Company's Common Stock.
The option price will be the fair market value of the Company's Common Stock on
the date of the grant and will vest in accordance with the provisions of OSI's
1994 Employee Stock Option Plan. In addition, Xx. Xxxxxxxx will be eligible for
additional grants on an annual basis based upon the Company's and his individual
performance. Stock option vesting will cease upon termination of this
Agreement.
ARTICLE 7 - PROFESSIONAL EXPENSES
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The professional expenses incurred by Xx. Xxxxxxxx will be reimbursed to him
each month on receipt by the Company of appropriate vouchers and receipts.
In addition, all travel expenses of Xx. Xxxxxxxx which he has incurred for the
purposes of fulfilling his obligations under this Agreement will be reimbursed
to him under the conditions provided for by the Company's internal regulations
and the applicable Collective Bargaining Agreement, if any.
ARTICLE 8 - PAID VACATION
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Xx. Xxxxxxxx will profit from all legal paid vacations as required by French
law.
ARTICLE 9 - EXCLUSIVITY
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During the entire term of this Agreement, Xx. Xxxxxxxx agrees to reserve his
professional activities exclusively for the Company. Consequently, he cannot
have any other professional activity which is competitive with the activities of
the Company.
ARTICLE 10 - CAR
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The Company will make available to Xx. Xxxxxxxx, as Managing Director for the
Territory, a company car the leased expense of which will not exceed FRF 3,750
(US $750) per month and the Company will assume all expenses thereof, such as
all insurance premiums and repairs, for the purposes of permitting Xx. Xxxxxxxx
to carry out his professional duties as Managing Director for the Territory.
Xx. Xxxxxxxx will return the car in accordance with the Company's instructions
on the last day of his employment, irrespective of the reason for termination of
his employment, or in the event that Xx. Xxxxxxxx assumes a position with the
Company for which the Company does not typically provide a company car.
ARTICLE 11 - TERMINATION OF THE AGREEMENT
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Each of the parties to this Agreement may terminate it at any time in accordance
with the conditions provided for by French law, and a prior notice period of
three months will be respected by both parties, irrespective of the reason for
termination of this Agreement (except for very serious fault). Such notice
period will commence on the date on which registered letter (return receipt
requested) is sent. The
Company will have the right if it so desires to dispense Xx. Xxxxxxxx from
carrying out his notice period of three months by paying him the corresponding
indemnity.
ARTICLE 12 - NON COMPETITION
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If this Agreement is terminated for any reason, and irrespective of the party
which terminates this Agreement, Xx. Xxxxxxxx is prohibited from accepting
employment from any company whose activities are competitive with those of the
Company, for a period of one year following the effective date of termination of
this Agreement.
This Agreement has been signed in two originals in Folsom, California, and
Paris, France on December 16, 1996.
OBJECTIVE SYSTEMS INTEGRATORS Xxxxxx XXXXXXXX
By: Xxxxxx X. Xxxxxxx ____________________________
Its: Vice President and General Counsel
