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EXHIBIT 6(1)(i)
EMPLOYMENT AGREEMENT
Global Election Systems, Inc. (U.S.A.) ("Company") and Xxxxxx X. Xxx Xxxx
("Employee") agree:
1. EMPLOYMENT. Company employs Employee for the period beginning on the
date of this Employment Agreement and ending three years from its date or upon
discharge or resignation of Employee, if earlier (the "Employment Period").
During the Employment Period, Employee will serve as President and chief
executive officer of Company. Employee will devote sufficient time and energies
to the business of Company to accomplish the duties assigned, will perform to
the best of Employee's ability all duties assigned to Employee by Company and
will devote Employee's best efforts to advance the interests of Company.
Employee will have the power and authority normally held by a President and
chief executive officer of a corporation.
2. COMPENSATION. For all services performed by Employee for Company
during the Employment Period, Company will pay Employee the salary set forth on
Schedule A. Employee will be entitled to participate in employee benefit plans
established by Company. Vacation in amounts designated by Company will be taken
at the times designated by Company. During that vacation, Employee will receive
Employee's usual compensation.
3. REIMBURSEMENT OF EXPENSES. Company recognizes that Employee, in
performing Employee's duties hereunder, may be required to spend sums of money
in connection with those duties for the benefit of Company. Employee may
present to Company an itemized voucher listing expenses paid by Employee in the
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performance of Employee's duties on behalf of Company, and, on presentation of
such itemized voucher, Company will reimburse Employee for all reasonable
expenses itemized thereon, including, but not limited to, travel, meals,
lodging, entertainment, and promotion. Employee may receive advances from
Company for anticipated expenses. Employee agrees that the amount by which an
advance exceeds actual expenses ("Amount") will be promptly refunded to Company
upon determination by Company that it is due.
4. SICK LEAVE AND DISABILITY. Employee will be entitled to sick leave
for the number of days determined by Company ("Sick Leave"). Employee will be
considered to be disabled during any period in excess of Sick Leave during
which Employee is unable to work because of illness or incapacity ("Disability
Period"). Employee will be entitled to receive Employee's full salary during
Sick Leave and will be deemed to be on leave, without pay, during the
Disability Period. If the Sick Leave plus Disability Period exceeds the initial
eligibility or waiting period between the time of disability and the date
disability benefits commence as provided in any disability insurance policy
provided by the Company for the benefit of Employee, or, if there is no such
policy, 180 days, Employee will be considered to have resigned as of the end of
the waiting period or 180 days, as the case may be, and will receive no further
compensation. In no event will Employee be entitled to payment or other
compensation for unused Sick Leave or Disability Period, unless required by law
or otherwise provided in a policy or employment manual adopted by the Board of
Directors of Company.
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5. RESIGNATION AND DISCHARGE. Employee may resign by giving two weeks
written notice to Company before resigning. Employee's death will constitute a
resignation. Company may discharge Employee only for cause. If Employee is
discharged for cause for other than criminal behavior, Employee will receive
six months severance benefit, determined on Employee's base salary at the time
of discharge. If Employment Period is terminated by resignation, Employee will
be paid Employee' salary on a pro rata basis through the effective date of
resignation ("Effective Date"), and if requested by Company, Employee will
continue to render Employees services through the Effective Date. If Employee
refuses, upon Company's request, or fails to render services competently and in
good faith to the Company's benefit through the Effective Date, Company may
deem the Effective Date to be the date of refusal or failure, as the case may
be. In no event will Employee be entitled, upon resignation or discharge, to
payment for sick leave or similar benefits of any kind, unless required by law
or otherwise provided in a policy or employment manual adopted by the Board of
Directors of Company.
6. CONFIDENTIAL INFORMATION. Employee acknowledges and recognizes that
Employee is, or will be, employed by Company in a confidential relationship and
may receive and have access to the confidential business information, customer
names, contracts and other customer data, business methods, techniques and
trade secrets of Company not otherwise known by Employee and not information
generally known in the Industry in which Company is engaged
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("Confidential Information"). Employee may receive disclosures of ideas,
conceptions, inventions, processes, methods, products and improvements made by
other employees of Company ("Company Inventions"). Employee may participate
with Company in improving and developing Confidential Information and Company
Inventions. Confidential Information and Company Inventions developed on behalf
of Company are neither commonly known nor readily accessible to others, and are
used by Company in its business to obtain a competitive advantage over
Company's competitors who do not know or use the Confidential Information or
Company Inventions. Protection of the Confidential Information and Company
Inventions against unauthorized disclosure and use is of critical importance to
Company in maintaining its competitive position. Employee agrees that Employee
will assign to Company Inventions developed on Company time, and that Company
is the owner of those Company Inventions. Employee agrees that Employee will
not, at any time, during or after the Employment Period, make any independent
use of, or disclose to any other person or organization, except as authorized
by Company in writing, any Confidential Information or Company Inventions.
Upon termination of the Employment Period for any reason, Employee shall
promptly deliver to Company all drawings, manuals, letters, notes, notebooks,
reports, customer lists, customer data, mailing lists, and all other materials
and records of any kinds, and all copies thereof, that may be in the possession
of, or under the control of, Employee, and which contain any Confidential
Information or Company Inventions.
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7. PERSONNEL POLICIES. Company's personnel policies apply to all of the
Company's employees, including Employee, and describe additional terms and
conditions of employment of Employee. Those terms and conditions, as they may
be revised from time to time by Company, are incorporated by reference into
this Employment Agreement. Company reserves the right to revise the personnel
policies from time to time, as Company deems necessary. If any personnel policy
provision conflicts with a provision of this Employment Agreement, the terms of
this Employment Agreement shall govern.
8. ALCOHOL AND DRUG TESTING. Employee agrees to comply with and submit to
any Company program or policy for testing for alcohol abuse or use of drugs.
9. BINDING EFFECT. This Employment Agreement constitutes the entire
understanding of the parties, may be modified only in writing, is governed by
laws of Texas, U.S.A., and will bind and inure to the benefit of Employee and
Employee's personal representative and Company and Company's successors and
assigns.
DATED: August 1st, 1997
EMPLOYEE COMPANY
GLOBAL ELECTION SYSTEMS, INC.
(U.S.A.)
/s/ XXXXXX X. XXX XXXX BY: /s/ XXXXX X. XXXXX
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Xxxxxx X. Xxx Xxxx ITS: /s/ Chairman
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Aug 7/97
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SCHEDULE "A"
TO EMPLOYMENT AGREEMENT BETWEEN
GLOBAL ELECTION SYSTEMS, INC. (U.S.A.) and
XXXXXX X. XXX XXXX, "EMPLOYEE"
Base Salary: $180,000.00 per year.
Bonus: Three percent (3%) of earnings, not to exceed $200,000 per
year.
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