EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered as of the 5th day of May 5, 1998 by and
between Docucon, Incorporated, a corporation organized and existing under the
laws of the State of Delaware ("Company"), and Xxxxxxx X. Xxxxxx, an individual
residing in Virginia ("Employee").
It is the intent and purpose of the Company and Employee to specify in this
Agreement the terms and conditions of Employee's employment with the company. In
consideration of Employee's employment by Company, Employee agrees to the terms,
conditions, and covenants of this Agreement.
This Agreement shall be effective on the date it is signed by Company and
Employee and will be effective for 36 months from the signing date.
Employee is hereby employed as, and shall serve in the capacity of Senior Vice
President, Federal Government Business Development. Employee shall have the
duties and responsibilities normally performed by an executive officer in such
position, and shall perform services commensurate with such position for
Company. Employee shall report to the Chief Operating Officer of Company and
shall perform services hereunder as directed by the Chief Operating Officer.
During the term of this Agreement Employee's primary business interest shall be
the Company, and Employee shall devote such of his time, attention, skills, and
energies as may be necessary to discharge his duties and responsibilities
hereunder. Employee shall, in the performance of services hereunder, use his
best efforts to serve and advance the interests of Company well and faithfully.
The compensation and other benefits payable to Employee under this Agreement are
as stated in the Offer Letter dated April 15, 1998.
Employee represents, warrants, and agrees that: (i) Employee is not currently
bound by any employment agreement, restriction or other obligation of any kind
which would materially interfere with or be inconsistent with the services to be
provided by Employee to Company hereunder, (ii) Employee shall not, during the
term of this Agreement, become engaged as an employee, consultant, independent
contractor or representative or in any other capacity which would materially
interfere with the or be inconsistent with the services to be provided by
Employee to Company hereunder, (iii) in no event and at no time shall Employee,
whether during or after the term of this Agreement, disparage, denigrate or
otherwise defame Company or the business, services, properties or assets, or any
of the officers, directors, employees, agents or other representatives of
Company to any person or entity
Employee shall, during the term of this Agreement, comply with all Company
regulations and policies, including, without limitation, security regulations.
Employee acknowledges and agrees that in his employment by Company he occupies a
position of trust and confidence and that during the term of his employment
under this Agreement he will have access to and will become familiar with
Company's Confidential Information. Employee further acknowledges and agrees
that the Confidential Information, including any and all copies thereof,
constitutes trade secrets of Company and is confidential and proprietary
information of Company. Employee further acknowledges and agrees that he has no
right, title, interest or claim in or to any of the Confidential Information or
any copies thereof. Employee agrees to maintain the confidentiality of the
Confidential Information and agrees that he will not take, or permit to be
taken, any action with respect to the Confidential Information (or any portion
thereof) which is inconsistent with the confidential and proprietary nature of
such information. Employee agrees to take any and all steps reasonably necessary
to protect the confidentiality of the Confidential Information and shall, upon
termination of this Agreement, immediately return to Company all Confidential
Information in Employee's possession or control, including, without limitation,
any and all copies thereof.
During the term of this Agreement and for a period of one (1) year commencing
upon the termination of this Agreement, Employee shall not, directly or
indirectly, own, manage, operate, join, control or participate in, or be
connected with, directly or indirectly, as an officer, owner, agent, director,
employee, advisor, consultant, partner, or in any other capacity, any
"Competitive Business". As used herein, the term "Competitive Business" shall
mean and include any person, firm, corporation, or any other entity that offers
services or products offered by Company or which it is reasonably anticipated
will be offered by Company in the foreseeable future.
Employee acknowledges and agrees that the value of the Confidential Information
and the success and long-term viability of Company depends largely upon
Employees performance of his obligations under this Agreement.
Employee's employment is terminable, with or without cause, at the will of
either Company or Employee upon the giving of 30 days' prior written notice by
either party. If Employee's termination is voluntary or "for cause", Company
shall discontinue Employee's compensation as of the effective date of the
termination of Employee's employment. If Employee's termination is involuntary
and/or without cause, including, without limitation, termination resulting from
the death or mental or physical disability of Employee, Employee's regular base
compensation shall continue to be paid for a period of eighteen (18) months from
the effective date of termination of employment. For purpose of this Agreement,
"for cause" shall mean:
(a) Any willful or intentional act of Employee which has or will
have the effect of injuring the reputation or business relationships
of Company or its affiliates.
(b) Employee's conviction of or entering a plea of nolo contendere
to a charge of felony.
(c) Employee's material breach of any of the terms, covenants or
conditions contained in this Agreement; PROVIDED, HOWEVER, that with
respect to any breach which can be effectively cured by some act of
Employee, such termination of this Agreement shall be revoked if,
within ten (10) days after receipt of notice of such breach from
Company, Employee cures such breach to the reasonable satisfaction
of Company or, if such cure cannot reasonably be accomplished within
such ten (10) day period, if Employee initiates efforts to cure such
breach
within such ten (10) day period and diligently pursues such cure
efforts thereafter until such cure is accomplished; or
(c) Employee's repeated or continuous failure, neglect or refusal to
perform the duties specified in this Agreement.
From time to time, the Board of Directors may grant employee options to purchase
shares of the Company's common stock. Such grants will vest to the employee over
varying periods of time as stated specifically in each grant. In the event that
a Change of Control of the Company occurs, all unvested grants will become fully
vested on the effective date of the Change of Control. Change of Control is
defined as; the acquisition of more than 50% of the Company's voting stock by
another company or entity, or the replacement of a majority of the Board of
Directors.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
DOCUCON, INCORPORATED
BY: /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
Chief Operating Officer
/S/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
