Exhibit 10.6A
EMPLOYMENT AGREEMENT
AGREEMENT dated April 2, 1998, by and between Level 8 Technologies, Inc., a New
York corporation ("Level 8") and Gonen Ziv ("Executive").
BACKGROUND Level 8 desires to employ Executive as a Vice President Technical
Services of ▇▇▇▇▇ ▇, and Executive desires to be employed by ▇▇▇▇▇ ▇ ▇▇ ▇ ▇▇▇▇▇
▇ ▇▇▇▇ President Technical Services, upon the terms and conditions herein
stated.
NOW THEREFORE, INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual
covenants and agreements stated below, Executive and Level 8 agree as follows:
1. Employment and Term. Level 8 hereby employs Executive and Executive
accepts such employment, subject to all the terms and conditions of this
Agreement, for a term of three (3) years beginning with the date of [the
merger] (the `Commencement Date"), unless sooner terminated in accordance
with other provisions hereof.
2. Duties.
Executive shall be employed as a Vice President Technical Services of
Level 8 and shall perform such duties and functions and hold such
positions as the Board of Directors of Level 8 shall from time to time
determine and in the performance of his duties, comply with the policies
of and be subject to the reasonable direction of the Board of Directors of
Level 8 and the Chief Operating Officer.
2.1 Executive agrees to devote his entire working time, attention and
energies to the performance of the business of Level 8; and Executive
shall not, directly or indirectly, alone or as a member of any
partnership, or as an officer, director or employee of any other
corporation, partnership or other organization, be actively engaged in or
concerned with any other duties or pursuits which interfere with the
performance of his duties hereunder, or which, even if not interfering,
may be inimical to or contrary to the best interest of Level 8.
2.3 Executive agrees that the "Proprietary Information and Inventions
Agreement" annexed hereto as Exhibit "A' and made a part hereof shall be
deemed to be a part of this Employment Agreement.
3. Compensation, Benefits and Exgenses.
3.1 Salary. Level 8 shall pay Executive as his base compensation for all
services rendered hereunder an annual gross salary of One Hundred Twenty
Thousand Dollars ($120,000), payable no less frequently than monthly.
Level 8 shall deduct or cause to be deducted from such salary all taxes
and amounts required by law to be withheld. The base salary paid to the
Executive shall be reviewed yearly by the Chief Operating Officer which
shall take into account the productivity of Level 8, available resources,
the performance of Executive, the cost of living and other factors deemed
relevant; however the Chief Operating Officer shall have no obligation to
make any adjustments in the salary of the Executive.
Performance Bonus. The Board of Directors and Chief Operating Officer of
Level 8 shall establish a performance bonus for the Executive each fiscal
year based on the then current
1
responsibilities of the Executive. The Bonus shall be determined based on
sales of X*IPC. The following is the method of calculating the Bonus. The
calculation is done Quarterly and will be based on Quarterly Sales of
X*IPC only not including any maintenance fees. Up to $500,000 in X*IPC
sales the bonus will be 0%. From $500,001 to $2,000,000 in X*IPC sales the
bonus will be 0.75% of X*IPC Sales. From $2,000,001 and up in X*IPC sales
the bonus will be 1.5% of X*IPC sales, retroactive to the first dollar.
3.3 Benefits. Executive shall be entitled to participate and shall be
included in any vacation, savings, pension, profit sharing, group
insurance, disability or similar plan or program of Level 8 that is
established for the Company employees, to the extent he is eligible under
the general provisions thereof. Executive shall receive Three (3) week
vacation per year as part of this agreement.
3.4 Business Expenses. Executive shall be reimbursed by ▇▇▇▇▇ ▇ for all
actual, ordinary, necessary and reasonable expenses incurred by Executive
in the course of his performance of services hereunder. Executive shall
keep an itemized account of such expenses to be rendered to Level 8
monthly in accordance with the Company's travel and living policy.
4. Stock Options. As an inducement to Executive to accept employment and as
an incentive for Executive to enhance the value of ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇▇.
▇▇▇▇▇, ▇▇▇▇▇ ▇ Systems, Inc. agrees to provide the Executive with 30,000
stock options. The stock options will vest 25% immediately and 25% each
year over the next three years. The stock options will be granted at fair
value in accordance with Level 8 Systems, Inc.'s stock option program. For
any change of control of Level 8 Systems all stock options will vest
immediately.
5. Termination.
5.1 Termination by Death. If Executive dies, Executive's employment and
his rights to salary and benefits in accordance with Section 3 hereunder
shall terminate as of the date of death.
5.2 Termination by Disability. If Executive becomes disabled, Executive
shall continue to receive all of his compensation and benefits in
accordance with Section 3 for a period of three (3) months following the
Onset of Disability (as defined in this section). Any amounts due to
Executive under this section 5.2 shall be reduced, dollar-for-dollar, by
any amounts received by Executive under any disability insurance policy or
plan provided to Executive by Level 8. `Onset of Disability' means the
first day on which Executive shall be unable to attend to the regular
affairs of Level 8 on a full time basis by reason of physical or mental
incapacity, sickness or infirmity. If Executive remains disabled for three
(3) months following the Onset of Disability, Level 8 may terminate the
Executive's employment and his right to further compensation and benefits
under Section 3.
5.3 Termination for Cause. ▇▇▇▇▇ ▇ may terminate Executive's employment
and his rights to compensation and benefits in accordance with Section 3
hereunder for Cause (as defined in this Section), except that Executive
shall be entitled to any unpaid portion of his salary and accrued benefits
under Section 3 hereof up to the date of termination. For the purpose of
this Agreement, "Cause" shall mean, (a) willful misconduct in connection
with the Executive's employment (b) willful failure to perform his
employment responsibilities in the best interest of Level 8 (including,
without limitation, breach by the Executive of any provision of any
employment, nondisclosure, non-competition or other similar agreement
between the Executive and Level 8), (c) an act or omission by Executive
constituting a felony or resulting or intended to result directly or
indirectly
2
in material gain to or material personal enrichment of Executive at Level
8's expense or (d) Executive's habitual drunkenness or misuse of drugs.
5.4 Termination By Company Other than for Cause. Level 8 may upon prior
three (3) months written notice to Executive terminate Executive's
employment hereunder without Cause. Executive shall be entitled to any
unpaid portion of his salary and accrued benefits under Section 3 hereof
up to the date of termination. Upon such written notice, Executive may, at
his option, elect to terminate employment at an earlier date and receive
pay and benefits for the duration of the notice period.
5.5 Termination by Executive. Executive may upon prior three (3) months
written notice to Level 8 terminate Executive's employment hereunder. Upon
such written notice, Level 8 may, at its option, elect to terminate at an
earlier date Executive's employment and his right to compensation and
benefits in accordance with Section 3 hereunder.
5.6 Procedure upon Termination. Upon termination of his employment,
Executive shall promptly return to ▇▇▇▇▇ ▇ all materials and property of
Level 8.
6. Non-Competition: Confidentiality. During the term of this Agreement and
for a period of one year thereafter, Executive agrees not to engage in any
business activity which is in competition with business conducted by Level
8 and/or its affiliates. Executive shall keep in confidence, and shall not
divulge or use any information of Level 8 and or its Affiliates which is
confidential by its nature except for purposes of performing his
obligation hereunder.
7. Non-Solicitation. Executive agrees that he will not, during the term of
his employment with Level 8 and for a period of one year thereafter
directly or indirectly, individually or on behalf of other persons, aid or
endeavor to solicit or induce: (a) any employees or consultants of Level 8
or its Affiliates to leave their positions with Level 8 and or its
Affiliates in order to accept a position with another person or entity; or
(b) any clients of Level 8 or its Affiliates to purchase products or
services sold or provided by ▇▇▇▇▇ ▇ or its Affiliates from another person
or entity. Executive will not otherwise in any manner interfere with the
business of Level 8 or any other clients or customers of ▇▇▇▇▇ ▇, or its
business or business relationships with any of its clients or customers or
any other person.
8. Applicable Law. This Agreement shall be governed by and construed in
accordance with the Laws of, and litigated in the State of New York
without regard to the conflict of laws rules thereof.
9. Notices. All notices, consents or other communications required or
permitted to be given under this Agreement shall be in writing and shall
be deemed to have been duly given (a) when delivered personally, (b) five
business days after being mailed by first class certified mail, return
receipt requested, or (c) two business days after being sent by a
nationally recognized express courier service, to the parties at their
respective addresses as follows: if to ▇▇▇▇▇ ▇, at ▇▇▇▇ ▇▇▇▇▇▇, Chief
Operating Officer, ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ 101 19, and if
to Executive, Gonen Ziv at, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. In the
event of a change in address each party shall notify the other in writing
of the change.
10. Other Provisions. This Agreement sets forth the entire understanding of
the parties hereto with respect to the subject matter hereof and
supersedes all prior and contemporaneous, oral or written, expressed or
implied, agreements and understandings. This Agreement shall not be
modified or terminated except in writing. No action taken by Level 8
hereunder, including without limitation
3
any waiver, consent or approval, shall be effective unless approved by the
Chief Operating Officer or the President and Chief Technology Officer of
Level 8. Neither the failure nor the delay on the part of either party to
exercise any right, remedy, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with
respect to any occurrence. No waiver shall be effective unless it is in
writing and is signed by the party asserted to have granted such waiver.
Any headings preceding the text of any of the Sections or Subsections of
this Agreement are inserted for the convenience of reference only, and
shall neither constitute a part of this Agreement nor affect its
construction, meaning or effect.
WITNESS THE DUE EXECUTION AND DELIVERY HEREOF on the date first above written.
▇▇▇▇▇ ▇ Technologies, Inc.
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------
▇▇▇▇ ▇▇▇▇▇▇, CEO
EXECUTIVE
/s/ Gonen Ziv
----------------------
Gonen Ziv
4
