EXHIBIT 10.18
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the ____ day of
December, 1997, and is by and between Quadrant International, Inc., a
Pennsylvania corporation with an office for purposes of this agreement at 000
Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 (hereinafter the "QI") and
Xxxxxx Xxxxxxx with an address at 000 Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
00000 (hereinafter "Xxxxxxx").
W I T N E S S E T H
WHEREAS:
(a) QI wishes to retain the services of Xxxxxxx to render services for
and on its behalf in accordance with the following terms, conditions and
provisions; and
(b) Xxxxxxx 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 covenants and conditions
herein contained the parties hereto intending to be legally bound hereby agree
as follows:
1. EMPLOYMENT. QI hereby employs Xxxxxxx and Xxxxxxx accepts such
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employment and shall perform his duties and the responsibilities provided for
herein in accordance with the terms and conditions of this Agreement.
2. EMPLOYMENT STATUS. Xxxxxxx shall at all times be QI's employee subject
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to the terms and conditions of this Agreement.
3. TITLE AND DUTIES. QI agrees to employ Xxxxxxx and Xxxxxxx accepts such
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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 Director of Engineering and
perform diligently, faithfully, and to the best of his ability all duties
assigned and instructions given by the President of QI or other QI officer as
authorized by QI's Board of Directors.
4. TERM OF SERVICES. The initial term of this agreement is for a two year
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period commencing January 1, 1998, 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 for
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the initial term of this agreement shall be $125,000 an annual amount payable in
accordance with QI's payroll procedures and policies as implemented during the
term of this agreement.
6. ADDITIONAL COMPENSATION. The additional package compensation proposed
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by this section is subject to QI's receipt of further capital funds required to
finance the management compensation program. QI'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 Xxxxxxx during the term of this
agreement. The proposed post funding compensation program allocated for Xxxxxxx
will be comprised of the following elements:
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a) An annual Cash Bonus of $35,000
b) Further incentive stock options as specified and approved by the
Board of Directors by means of stock options at the rate of 25,000 shares
per year for significant performance with an additional stock option at the
rate of 12,500 shares per year for exceptional performance as defined and
determined by the Board of Directors.
7. EXTENT OF SERVICES. Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx. To that end, Xxxxxxx herewith
discloses that he has a present ongoing investment of approximately 10% with an
engineering services company, a former employer. Xxxxxxx agrees, in the future,
not to increase his investment in the engineering services company or to invest
in any entities that compete directly with QI or affiliated or related
companies.
8. TERMINATION. A. In the event QI terminates Xxxxxxx'x employment for
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any reason other than Xxxxxxx'x gross malfeasance or gross nonfeasance, Xxxxxxx
will continue to be paid his salary by QI for a period of six months after such
notice of termination is given or until Xxxxxxx shall commence employment of a
comparable nature and salary with another entity, whichever shall first occur.
In this regard, it is understood and agreed that Xxxxxxx shall use his best
efforts in attempting to locate such other employment and QI agrees to cooperate
in helping Xxxxxxx 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
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salary at QI, QI agrees to reimburse Xxxxxxx for the difference between such
salaries for the six month period specified above. It is agreed that any stock
options awarded Xxxxxxx will continue to vest 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 Xxxxxxx.
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 10
days notice to Xxxxxxx, if appropriate, in the event of the disability or death
of Xxxxxxx which would otherwise prevent him from performing his or her duties.
For purposes 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 Xxxxxxx'x death, any guaranteed monies due under this agreement
would be paid directly to QI's estate as probated.
9. NONDISCLOSURE. During the course of his employment with XX, Xxxxxxx may
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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, 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:
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1. Xxxxxxx, as an employee and as Director of Engineering,
agrees to maintain in strict confidence such Confidential Information.
2. Xxxxxxx 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 XX, Xxxxxxx 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 Xxxxxxx recognizes is the sole
and exclusive property of QI.
4. Xxxxxxx agrees that he will not, without first obtaining the
prior written permission of QI: (a) directly or indirectly utilize
such Confidential Information in his or her 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. Xxxxxxx shall be entitled to and shall receive
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all employer perquisites as 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 of 10 business days per annum.
c. Paid holidays pursuant to QI's stated policy.
11. REPRESENTATIONS AND WARRANTIES. Other than as disclosed in Section 7
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with regard to the relationship with the engineering services company:
X. Xxxxxxx represents and warrants to 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.
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X. Xxxxxxx agrees that he 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 by the
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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 of 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 on
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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 as a
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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 unenforceable
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by a 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.
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17. ASSIGNABILITY This agreement and the rights and obligations thereunder
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are personal with respect to Xxxxxxx and may not be assigned by any action of
Xxxxxxx or by operation of law. QI shall, however, have the right to assign this
agreement to a successor in interest to QI or to the purchaser of the assets of
QI but not to any other third party.
18. INTEGRATION. This agreement constitutes the entire understanding of
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the parties, and revokes and supersedes all prior agreements between 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 hereto 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 Xxxxxxx 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. Xxxxxx Xxxxxxx
By: /s/ Xxxxxxx Xxxxx /s/ Xxxxxx Xxxxxxx
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Xxxxxxx Xxxxx, President Signature
Date: 1/12/98 Date: 1/12/98
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