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EXHIBIT 10.14
Employment Agreement
This Agreement is made and entered into as of the _____ day of October,
1997 by and between Universal Document Management Systems, Inc., an Ohio
corporation (the "Employer"), and ▇▇▇ ▇▇▇▇▇ (the "Executive").
Whereas, the Employer desires to employ the Executive on the terms and
conditions set forth in this Agreement and the Executive is willing to accept
such employment.
Now, Therefore, In consideration of the mutual covenants and promises
set forth in this Agreement, the Employer and Executive, intending to be legally
bound, agree as follows:
1. Employment. The Employer hereby employs the Executive, and the
Executive hereby accepts employment, upon the terms and conditions set forth in
this Agreement. The relationship between the Executive and Employer is that of
employee and employer.
2. Term. Subject to the provisions for termination set forth in this
Agreement , the term of this Agreement shall be for a period of three (3) years,
beginning on the date of the Initial Public Offering of Employer's common stock.
3. Compensation. For all services rendered by the Executive under this
Agreement, the Employer shall pay Executive during the term of this Agreement:
(i) an annual base salary of One Hundred Fifty Thousand Dollars ($150,000),
payable in twelve (12) equal installments, and (ii) additional annual incentive
compensation of $100,000 which shall be based on profitability objectives for
the Division as may be mutually agreed upon by the parties. All payments made
pursuant to this Section 3 shall be subject to withholding and other applicable
taxes.
4. Fringe Benefits. The Executive shall be entitled to the same fringe
benefits as are offered, from time to time, to other employees of Employer who
are employed in positions similar to that of Executive, including the Chief
Executive Officer. These benefits shall include, without limitation, the grant
of stock options under Employer's stock option plan.
5. Duties. The Executive is engaged as Divisional President and shall
perform such services and assume and discharge such responsibilities, which are
commensurate with his position, as the Employer, in its reasonable discretion,
may, from time to time, require of, or assign to Executive. The Executive shall
not delegate the duties and responsibilities which are vested in him. He,
nevertheless, may utilize and delegate to such individuals who may also be
employed by the Employer those tasks which he deems necessary or appropriate to
help him carry out the duties and responsibilities assigned to him as an
employee of the Employer; except that he shall remain accountable for such tasks
to the Employer. Executive further agrees that he shall devote substantially his
full time, energy and best efforts to the business of the Employer during the
hours that the business remains open and such additional time as is reasonably
necessary to complete Executive's tasks. Executive agrees to exercise his best
efforts, judgment, skills and talents in performing his duties and, in general,
to comply with the policies and be subject to the direction of the Board of
Directors of the Employer.
6. Direction of Services. The Employer shall direct, control and
supervise the duties and work of Executive; provided, however, that the Employer
shall not impose employment duties or constraints of any kind which would
require Executive to violate any ordinance or law.
7. Exclusive Services. The Executive shall devote his entire business
time, attention, and energies to the business of the Employer, and shall not
during the term of this Agreement, either directly or indirectly, engage in any
other profession or business whether or not such business activity is pursued
for gain, profit, or other pecuniary advantage to which the Executive would be
giving of his time and effort to the detriment of Employer; but this shall not
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be construed as preventing the Executive from investing his assets in such form
or manner as will not require any substantial services on the part of the
Executive in the operation of the affairs of the companies in which such
investments are made; provided, however, that no such investment shall be made
in any company which competes with Employer in any aspect of the computer
business, except that Executive shall be able to invest in any such public
company provided such investment does not exceed 5% of such company's issued and
outstanding shares.
8. Working Facilities. The Executive shall be furnished, at the expense
of the Employer, with all necessary facilities and equipment for performing his
services hereunder.
9. Disclosure of Information.
A. (i) Executive acknowledges that as a result of his
employment by Employer, he will be making use of, acquiring and/or adding to
confidential information of a special and unique nature and value relating to
Employer's intellectual property, proprietary information, trade secrets,
systems, procedures, manuals, confidential reports and customer lists and all
information related to customer lists and customer sales and service (the
"Confidential Information"). As a material inducement to Employer to enter into
this Agreement and to pay Executive the compensation set forth in this
Agreement, Executive covenants and agrees that, except as authorized by
Employer, he shall not, at any time during or following the term of this
Agreement, directly or indirectly, divulge or disclose for any purpose
whatsoever any Confidential Information. Executive acknowledges that
unauthorized disclosure or misuse of the Confidential Information will cause
irreparable damage to the Employer. Employer and Executive also agree that
covenants by Executive not to make unauthorized disclosures of the Confidential
Information are essential to the growth and stability of the Employer.
Accordingly, Executive agrees to the confidentiality covenants in this Section
of the Agreement.
Confidential information shall not include information
which (i) is or becomes generally available to the public other than as a result
of a disclosure by the Executive or (ii) is or becomes available to the
Executive on a non-confidential basis from a source other than the Employer
provided that such source is not, to the knowledge of the Executive, bound by a
confidentiality agreement with the Employer.
(ii) Because a remedy at law for any breach of the provisions
of this Section may be inadequate, in addition to any and all other remedies
available to Employer, Employer shall have the remedies of a restraining order,
injunction or other equitable relief to enforce the provisions hereof.
(iii) Executive acknowledges, warrants, represents, and agrees
that the confidentiality covenants contained in this Section are necessary for
the protection of the Employer's legitimate business interests and are
reasonable in scope and content, and Executive represents and warrants that his
attorney has thoroughly and completely reviewed this Agreement with him, and he
understands the contents hereof.
B. Executive agrees to indemnify and hold Employer harmless
from any loss, cost or expense incurred by the Employer arising out of any
material breach of the agreements set forth in this Section or the fact that any
material representation made by Executive in this agreement was false when made.
It is further understood and agreed that in the event there is a material breach
of any of the provisions set forth above, all obligations of Employer shall end,
and Executive's employment with the Employer's may be terminated immediately.
10. Expenses. Executive may, from time to time, incur reasonable
expenses for promoting the business of Employer, including expenses for
entertainment, travel and similar items. In such instances, the Employer will
reimburse the Executive upon submission of an itemized account of such
expenditures.
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11. Vacations. The Executive shall be entitled to a vacation of four
(4) weeks per year during the term of this Agreement, during which time his
compensation shall be paid in full.
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12. Termination of Employment.
(a) (i) The Employer may terminate this Agreement and
Executive's employment at any time for cause which shall include but not be
limited to (a) Executive's fraud, felony conviction (whether or not employment
related), misappropriation, embezzlement or the like, or (b) if, for any reason,
Executive fails or neglects to perform his duties hereunder in any material
respect, or if Executive violates any of the provisions hereunder in any
material respect and such failure, neglect or violation is not cured by the
Executive to the Employer's reasonable satisfaction within a period of thirty
(30) days following the Executive's receipt of written notice from the Employer
making specific reference to this Section 12(a)(i)(b) and stating with
particularity all alleged actions or omissions in the Executive's service being
relied upon by the Employer hereunder.
(ii) Executive may terminate this agreement and his
employment, if (a) the Employer requires Executive to relocate more than 40
miles from the current location of Executive's branch of Employer or (b) there
is a material and adverse change in Executive's position, duties,
responsibilities or status with the Employer; a material reduction in
Executive's salary or benefits, other than a reduction in salary or benefits
comparable to reductions generally applicable to similarly situated employees of
the Employer; or the Employer violates any of the provisions of this Agreement
in any material respect and such change, reduction or violation is not cured to
the Executive's reasonable satisfaction within a period of thirty (30) days
following the Employer's receipt of written notice from the Executive making
specific reference to this Section 12(a)(ii)(b) and stating with particularity
all alleged actions or omissions of the Employer being relied upon by the
Executive hereunder.
(b) The Employer or Executive may terminate this Agreement
without cause upon thirty (30) days written notice to the other party.
(c) This Agreement shall also be terminated (i) by the mutual
agreement of Employer and Executive; (ii) by the dissolution and liquidation of
Employer (other than as part of a reorganization, merger, consolidation, or sale
of all or substantially all of the assets of Employer through which the business
of the Employer is continued); and (iii) by the total or complete disability of
the Executive for more than 90 consecutive days.
(d) If this Agreement is terminated pursuant to Section
12(a)(i), by Executive pursuant to Section 12(b) or pursuant to Section
12(c)(i), Executive shall be paid only such amounts as are accrued under
Sections 3, 4 and 10, but are unpaid as of the date of termination. Payment
pursuant to this Section 12(d) shall be made to Executive as soon as
practicable, and shall be subject to withholding and other applicable taxes.
(e) If this Agreement is terminated by Executive pursuant to
Section 12(a)(ii), by Employer pursuant to Section 12(b), or pursuant to Section
12(c)(ii), or Section 12(c)(iii), Executive shall receive severance pay for the
remainder of the term of this Agreement or one year, whichever is greater, at
the rate of Executive's salary in effect at the time of termination. Payments
pursuant to this Section 12(e) shall continue to be made by Employer in equal
monthly installments, and shall be subject to withholding and other applicable
taxes.
(f) In the event of termination of this Agreement for any
reason, Executive agrees to resign from all positions held in Employer or any of
its affiliate or subsidiary companies, including without limitation any position
as a director, officer, trustee or consultant.
13. Restrictive Covenants.
(a) The provisions of the Section apply in the event this
Agreement is terminated for any reason whatsoever.
(b) (i) In the event Section 12(d) governs a termination of
this Agreement, then for a period of one (1) year after termination or
expiration of this Agreement, the Executive shall not, directly or indirectly,
(x) own, manage, operate, control, direct, be employed by, participate
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in, or be connected in any manner with the ownership, management, operation,
direction or control of any business which competes with the business conducted
by the Employer at the time of the termination of this Agreement; (y) solicit
any of Employer's customers; or (z) solicit for employment any of Employer's
employees.
(ii) In the event Section 12(e) governs a termination of
this Agreement, then for a period of time equal to the remainder of the term of
this Agreement or one (1) year after termination or expiration of this
Agreement, whichever is greater, the Executive shall not, directly or
indirectly, (x) own, manage, operate, control, direct, be employed by,
participate in, or be connected in any manner with the ownership, management,
operation, direction or control of any business which competes with the business
conducted by the Employer at the time of the termination of this Agreement; (y)
solicit any of Employer's customers; or (z) solicit for employment any of
Employer's employees.
(c) Executive acknowledges that the foregoing time and other
limitations are reasonable and properly required for the adequate protection of
the business affairs of the Employer, and in the event any such limitation is
found to be unreasonable by a Court of competent jurisdiction, Executive agrees
and submits to the reduction of said limitation to such an area, time or other
limitation or otherwise as the Court may determine to be reasonable. In the
event that any limitation under this Section is found to be unreasonable or
otherwise invalid in any jurisdiction, in whole or in part, Executive
acknowledges, warrants, represents, and agrees that such limitation shall
nevertheless be valid in all other jurisdictions.
(d) Executive acknowledges, warrants, represents, and agrees
that the restrictive covenants contained in this Section are reasonable and
necessary for the protection of the Employer's legitimate business interests and
are reasonable in scope and content and represents and warrants that Executive's
attorney has reviewed this Agreement with Executive and Executive understands
the contents of these restrictive covenants.
(e) Because a remedy at law for any breach of the provisions
of this Section will be inadequate, in addition to any and all other remedies
available to the Employer, the Employer shall have the remedies of a restraining
order, injunction or other equitable relief to enforce the provisions hereof.
14. Death During Employment. If the Executive dies during the term of
his employment hereunder, the Employer shall pay to the estate of the Executive
the compensation, if any, accrued but unpaid to the date of death.
15. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by certified or
registered mail or personally delivered to his residence in the case of the
Executive or to its principal place of business in the case of the Employer.
Either party, by notice to the other, may change the address to which further
notice is to be sent to such party.
16. Waiver of Breach. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach.
17. Assignment. The rights and obligations of the Employer and
Executive under this Agreement are of a personal nature and, therefore, this
Agreement and the rights and obligations of the parties are not assignable by
either party, without the prior written consent of the other party.
18. Entire Agreement; Amendments. This Agreement contains the entire
agreement of the parties. This Agreement may be amended at any time by mutual
consent of the parties provided, however, that no such amendment shall be valid
or enforceable unless set forth in writing and signed by Employer and Executive.
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19. Applicable Laws. This Agreement shall be interpreted and enforced
in accordance with the laws of the State of Ohio.
20. Severability. The invalidity or unenforceability of any provision
in the Agreement shall not in any way affect the validity of enforceability of
any other provision and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision had never been in the Agreement.
21. Headings. The various headings in this Agreement are inserted for
convenience only and are not part of the Agreement.
22. Expenses. All expenses, including reasonable attorney's fees and
expenses, arising out of claims under this Agreement, shall be borne by the
losing party to the fullest extent permitted by law.
IN WITNESS WHEREOF, Employer and Executive have executed this Agreement
as of the ______ day of October, 1997.
Universal Document Management Systems, Inc.
_________________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer and President
Executive:
_________________________________________________
▇▇▇ ▇▇▇▇▇
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