EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between
(CompName) (the "Company" or "We/Our/Us") and (FullName)("You").
IN CONSIDERATION of...
(i) your employment or continued employment by the Company,
(ii) the compensation and benefits to be provided to you by the Company,
(iii)the confidential business information, trade secrets, specialized
knowledge, training, experience and customer relationships that you have or
will acquire as a result of your employment with the Company,
(iv) and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, ...the Company and You agree as follows:
1. Employment. We agree to employ You, and You accept such employment, in
accordance with the terms and conditions of this Agreement.
2. Duties and Responsibilities. You shall assist Us in developing
commercial and custom software solutions and applications, with such titles and
responsibilities as We may from time to time assign to You. You agree to devote
your full time, attention, energy and skills to the business and good will of
the Company and its affiliates and to perform all services and duties as may be
assigned by the Company in a competent, conscientious and timely manner. You
agree to comply with all Company policies, procedures and directives. You will
not engage in any outside employment or business activities (except passive
investments) without Our express written permission.
3. Compensation and Benefits. You shall receive base compensation of
$(Compensastion) per year, payable at the Company's normal payroll intervals
and subject to withholdings for taxes and other normal payroll deductions. Your
base compensation may be adjusted from time to time as approved by Us. In
addition to base compensation, You shall be entitled to participate in such
standard benefits as may be provided from time to time generally to other full
time employees of the Company, including vacation, medical sick/personal leave,
401(k), Money Purchase Pension Plan and ESOP. Your participation in such
benefits shall be governed by the normal requirements, terms and conditions of
any applicable plans or policies, as may from time to time be amended, changed
or terminated by the Company in its sole discretion.
4. Term and Termination.
4.1 Term. This Agreement shall extend from December 17, 1998 through
December 17, 2000 (hereinafter the "Term"). Any extension or renewal of this
Agreement must be in writing signed by You and the Company.
4.2 Termination. During the Term, this Agreement and Your employment
hereunder may be terminated by either You or the Company at any time, with or
without cause or notice.
5. Special Pay.
5.1 Stock Options. Pursuant to the Incentive Stock Option Agreement
attached hereto as Exhibit "A", the Company will provide you with (Options)
incentive stock options which shall vest on the one year anniversary of this
Agreement provided you are still employed. The exercise price of the options
shall be fair market value as determined by the Compensation Committee for the
Company on the day granted.
5.2 Severance and Special Pay. If, during the Term, the Company terminates
Your employment pursuant to a reduction in workforce, the Company agrees to pay
You special severance pay equal to $(SpecialPay)(less withholdings for taxes and
other applicable deductions) payable in twelve equal monthly installments
commencing on the last day of the month in which Your employment was terminated
(as noted above), and that your stock options described in Subsection 5.1 above
shall become immediately vested. This pay ("Special Pay") shall be instead of
any severance pay You may be granted pursuant to Our typical severance pay plan.
The Company will determine in its discretion whether the termination is a
reduction in workforce. Generally, the Company will consider a termination to be
a reduction in workforce if Your job is eliminated and You have not refused a
transfer to another position commensurate with your skills and within fifty
miles of your then current work location (i.e., ALX, CHY, MLB, COS, DEN, LAP,
etc.). You will not be eligible for severance pay under this Agreement if (1)
Your employment is terminated for any other reason, or (2) if You lose Your job
as a result of a merger or acquisition or the sale of any or all of the assets
of the Company but Your employment is continued or reinstated by the new
organization.
6. Restrictions on Competition.
6.1 Noncompetition. During your employment with the Company and for a
period of one year thereafter, commencing on the date of termination, whether
such termination is voluntary or involuntary, with or without good cause shown,
You agree that You will not, on Your own behalf or on behalf of any other
person, business or entity:
(a) directly or indirectly engage in any business that competes with
the Company's products and services anywhere in the world,
(b) sell or attempt to sell products or services of the same general
character provided by the Company to or seek or obtain employment with any
existing or prospective customer of the Company, regardless of location.
(c) hire, solicit, induce or attempt to hire, solicit or induce away
any employee/subcontractor or former employee/subcontractor of the Company.
The previous restrictions are not intended to prevent you from working as
an engineer with software companies. The restrictions in 6.1(a)/(b) are
only intended to apply to any company that is a competitor or customer of
the Company and only insofar as is necessary to protect Our legitimate
business interests.
6.2 Confidentiality. Except in connection with the performance of Your
duties and responsibilities under this Agreement, You will not at anytime during
or after Your employment with the Company use, disclose or furnish to any other
person, business or entity any confidential information belonging to the
Company. Such information includes, but is not limited to the Company's customer
lists, customer contact persons, price lists, trade secrets, intellectual
property, inventions, innovations, discoveries, designs, know-how, methods,
software, and any other confidential information, knowledge or intelligence
relating to the Company's markets, customers, products, pricing, procedures,
strategies, formulas, plans, assets, liabilities, costs, revenues, profits,
organization, employees and business in general.
6.3 Inventions. You shall promptly disclose to the Company all products,
designs, styles, processes, discoveries, materials, ideas, creations, inventions
and technical or business innovations, whether or not such items are patentable
or copyrightable, that You have made or conceived or may hereafter make or
conceive, either solely or jointly with others during the period of Your
employment with the Company that (a) relate to that business, work or
investigations of the Company to which Your employment relates or as to which
You may receive information due to Your employment, or (b) that result from or
are suggested by any work that You may do for the Company, or (c) that are
otherwise made through the use of the Company's time, facilities or materials.
You hereby forever assign, and hereby agree to do all such acts and execute,
acknowledge and deliver all such documents and provide other assistance, both
during and subsequent to Your employment, as may be necessary to vest in the
Company the entire right, title and interest in and to all said inventions and
innovations, including all conceivable intellectual property rights and software
and related documentation, derivative works, copyrights, trade marks, service
marks, trade dress, patents, patent applications, know-how, discoveries,
proprietary and confidential information. Any written work, such as computer
software or "firm xxxx" and related documentation shall be considered a work
made for hire and all right, title and interest shall vest solely in the
Company.
6.4 Injunctive Relief. You recognize that the foregoing provisions
concerning noncompetition, confidentiality and inventions are reasonable and
necessary for the protection of legitimate interests of the Company and that the
Company will be irreparably harmed if these provisions are not specifically
enforced. Accordingly, in addition to other remedies available at law and loss
or termination of Special Pay, the foregoing provisions may be enforced by the
Company by means of a temporary or permanent injunction, without prejudice to
such damage rights as may exist.
6.5 Survive Term. The provisions of this Section shall survive any
termination or expiration of this Agreement.
7. Dispute Resolution. If a legally cognizable dispute arises out of or
relates to this Agreement or the breach, termination or validity thereof, or the
compensation, promotion, demotion, discipline, discharge or terms and conditions
of employment of the Employee, and if said dispute cannot be resolved through
direct discussions, the parties agree to try in good faith to settle the dispute
by mediation administered by the American Arbitration Association under its
National Rules for the Resolution of Employment Disputes.
8. Governing Law. This Agreement shall be governed by the law of the State
of Florida.
9. Severability. If any provision or part of any provision of this
Agreement shall not be valid for any reason, such provision shall be entirely
severable from, and shall have no effect upon, the remainder of this Agreement.
10. Company's Assignees and Successors. The Company has the right to assign
this Agreement to its successors and assigns and any such successors and assigns
shall be entitled to all of the Company's rights hereunder.
11. Entire Agreement. This Agreement constitutes the sole and entire
Agreement between You and the Company. All prior contracts, agreements, or
promises of any kind relating to the employment relationship of the parties are
hereby canceled and discharged and have no further effect whatsoever. Except as
specifically provided herein, this Agreement can be modified only by a written
agreement duly executed by both of us.
12. No Restrictions. You certify that You have not entered into a
non-compete agreement or any other agreement with any party which would in any
way prohibit or restrict your performance under this Agreement.
13. Plain Meaning. This Agreement shall be interpreted in accordance with
the plain meaning of its terms and not for or against the drafter.
IN WITNESS WHEREOF, the parties have voluntarily and with knowledge of
their rights executed this Agreement retroactively effective as of the 17th day
of December, 1998.
WITNESS: EMPLOYEE:
Signature:/s/
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(FullName)
Employee #(EmployeeID)
Date:
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WITNESS: (CompName)
Signature:/s/ B.R. "Xxxxxx" Xxxxxxx
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B.R. "Xxxxxx" Xxxxxxx
President
