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\ EXHIBIT 10.4
EMPLOYMENT AGREEMENT
This Agreement (the "Agreement") is made and entered into this 29th day of
September 1997 by and between INTEGRATED INFORMATION SYSTEMS, INC., an Arizona
corporation ("IIS" or "the Company"), having its principal place of business at
0000 X. Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000, and XXXXX X.
XXXXXXXX, an individual ("Employee") residing at 000 Xxxx Xxxxxx Xxxx, Xxxxxxx,
Xxxxxxx 00000.
1. EMPLOYMENT. Employee's employment hereunder shall commence on September 29,
1997 ("Employment Date"), and continue in effect thereafter until terminated as
hereinafter provided.
2. POSITION AND DUTIES. Employee is hereby employed to serve as Chief Financial
Officer of IIS. In this capacity, Employee shall do and perform all services,
acts, or things necessary or advisable to assist in the management of the
business of IIS, subject always to the policies and directions set by the
President and the Board of Directors.
3. COMPENSATION. As compensation for his services hereunder, Employee shall
receive a beginning annual salary of $110,000. Upon completion of a private
placement or other funding anticipated to occur within a few months of the
Employment Date, the annual salary will increase to $125,000. Salary will
increase periodically, generally annually, in accordance with the company's
policies and practices for salary increases. Salary will be paid in accordance
with the Company's normal payroll policies and practices.
4. EMPLOYEE BENEFITS.
a. REGULAR EMPLOYEE BENEFITS. Employee shall be entitled to participate in
any employee benefits offered by IIS to its full-time employees generally. IIS
reserves the right, however, to change, modify, add to, or delete all or any
portion of said benefits from time to time in its sole and absolute discretion.
b. CASH BONUS. Bonuses based on company and individual performance will be
paid to Employee periodically in accordance with the Company's policies and
practices for bonuses to officers and key employees, should such bonus policies
and/or practices be established by the Company.
c. STOCK OPTIONS. Stock options will be granted periodically to Employee in
accordance with the Company's policies and practices for stock option grants to
officers and key employees. Employee shall receive an initial grant of stock
options for 75,000 shares on the Employment Date ("Initial Stock Options"). The
terms and conditions governing price, vesting, and exercising of the Initial
Stock Options shall be as set forth in the Integrated Information Systems, Inc.
1997 Long-Term Incentive Plan Non-Qualified Stock Option Agreement entered into
between IIS and Employee on 29 September 1997.
d. VACATION. Employee shall annually accrue three weeks of paid vacation. At
Employee's option, the Company will pay Employee for unused vacation time at
the then current pay rate, but only to the extent that accrued vacation exceeds
ten days.
5. EMPLOYEE BUSINESS EXPENSES. IIS will promptly reimburse Employee for all
reasonable business expenses incurred by Employee in performing his duties
hereunder, including but not limited to expenditures for travel, business meals,
and cellular phone charges. Employee shall furnish to IIS adequate records and
other documentary evidence required by Federal and State statutes and
regulations for substantiation of each such expenditure as an income tax
deduction.
6. CONFIDENTIALITY AND NON-DISCLOSURE. During his employment with IIS
hereunder, Employee will have access to and become acquainted with various
information belonging to IIS including confidential
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and proprietary data, business plans, customer lists, and pricing
information. Said information shall be considered "trade secrets" of IIS,
and Employee will not disclose the same, directly or indirectly, to any
third party not entitled thereto, or use the same in any way detrimental to
the interests of IIS, either during his employment with IIS or anytime
thereafter. All documents containing or evidencing any such trade secrets
shall be immediately returned to IIS by Employee upon the termination of
his employment.
7. NON-COMPETITION. During his employment with IIS and for a period of one
year thereafter, unless his employment is terminated without cause by IIS,
Employee shall not, directly or indirectly, either as an employee,
employer, consultant, director, or in any other individual or
representative capacity, engage or participate in any business that is in
competition with the business of IIS.
8. COMPANY POLICIES AND PROCEDURES. In addition to his other duties and
obligations hereunder, Employee further agrees to comply with, and be bound
by, all company policies and procedures instituted by IIS from time to
time.
9. TERMINATION OF EMPLOYMENT. In the event IIS terminates Employee's
employment "for cause", Employee shall be entitled to the compensation and
benefits earned by him through the date of termination. In the event IIS
terminates Employee's employment without cause, Employee shall be entitled
to one year of his then current salary from the date of termination. In the
event Employee voluntarily terminates his employment, or his employment is
terminated because of death or total disability, Employee (or, in the case
of death, his estate) shall be entitled to the compensation and benefits
earned by him through the date of termination.
10. MISCELLANEOUS PROVISIONS
a. ENTIRE AGREEMENT. This Agreement contains the entire statement of the
agreement between the parties concerning the subject matter hereof.
This Agreement may only be amended by an instrument in writing, signed
by all parties hereto.
b. PARTIES BOUND BY AGREEMENT, SUCCESSORS AND ASSIGNS. The terms,
conditions, and obligations of this Agreement shall insure to the
benefit of, and be binding upon the parties hereto and the respective
heirs, executors, administrators, successors and assigns thereof. This
Agreement may not be assigned by Employee without IIS's prior written
consent.
c. HEADINGS. The headings of the Sections and paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction
hereof.
d. NOTICES. Any notices required or permitted to be given by either party
to the other party hereunder shall be given in writing, and shall be
deemed given when deposited in the United States Mail, registered or
certified mail, return receipt requested and postage prepaid, and
addressed to the party at the address set forth in the introductory
paragraph to this Agreement. Either party may change its said address
by written notice to the other party in accordance with the provisions
of this paragraph.
e. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Arizona.
f. ARBITRATION. Any dispute or controversy arising under or in connection
with this Agreement shall be settled by arbitration in Phoenix,
Arizona in accordance with the rules of the American Arbitration
Association. Judgment may be entered on the arbitrator's award in any
court having jurisdiction over this Agreement.
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g. ATTORNEY'S FEES. In the event any action be instituted by either party
to interpret or enforce any of the terms or conditions of this
Agreement, the prevailing party shall be entitled to recover attorney's,
accountant's, and expert witness fees and costs.
h. PARTIAL INVALIDITY. In the event any of the terms or provisions of this
Agreement are determined by a court of competent jurisdiction to be
invalid or unenforceable, such partial invalidity shall not affect the
remaining provisions of this Agreement all of which shall remain in full
force and effect, and to that end, this Agreement is severable.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on its behalf this 24th day of September 1997.
Employee Integrated Information Systems, Inc.
/s/ Xxxxx Xxxxxxxx /s/ Xxx Xxxxxx
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Xxxxx X. Xxxxxxxx Xxx Xxxxxx
President
Date 3/29/99 Date 3/29/99
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