EXHIBIT 10.2
CTI Data Solutions (USA) Inc.
000 Xxxxx Xxxxxxx Xxxx
P.O. Box 80360
Valley Forge, PA 19484 USA
December 13, 1996
Xxxx X. Xxxxx, President
Soft-Com Inc.
000 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxx:
CTI Group (Holdings) Inc. (the "Company") agrees to retain you as the
President of Soft-Com Inc., which Subsidiary shall be responsible for the parent
Company's and any Subsidiary's telemanagement business.
1. Term: The term of your employment under this agreement shall begin
on the 2nd day of January, 1997 and end on the 31st of March, 2000 ("the
Employment Period").
2. Duties: During the Employment Period, you shall devote substantially
all of your working time and effort to Soft-Com's affairs. You shall not be
employed by or devote substantial time to any other business. You may, however,
attend to personal and charitable activities that do not conflict with the
affairs of Soft-Com or your duties as President of Soft-Com Inc. Your duties
shall be those normally performed as President.
3. Standards: During the Employment Period, you shall manage the
affairs of Soft-Com Inc. in good faith, in the long-term best interests of the
Company and in accordance with law and Soft-Com's organizational documents. You
shall be subject to the direction of the Company's President & Chief Executive
Officer whom you shall keep informed of Soft-Com's affairs in accordance with
the normal business practices of a President of an operating subsidiary company.
4. Director: During the Employment Period, the Company shall nominate
you to be a director of the Company. The Company shall use its best efforts to
cause you to be elected and continue to remain a director of the Company and
Soft-Com Inc. during the Employment Period, unless you resign.
5. Base Salary: During the Employment Period, the Company will cause
Soft-Corn Inc. to pay you a base salary at a rate of $110,000 per annum (less
taxes and other amounts required to be withheld by law). The base salary shall
be paid to you in equal installments on the 15th day and the last day of each
month.
6. Commission/Review: For a period of 12 months from the commencement
date of this
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agreement you shall be entitled to receive commission at the rate of 10% based
on the achieved selling price of all sales of the UNITY windows version
software. For the avoidance of doubt, such commission is not applicable to any
other aspect of the sale of software such as hardware, installation, set-up
costs, maintenance or specific custom software enhancement. A Sale is defined as
an installed, accepted and invoiced customer. The payment due date of commission
will be in accordance with payment receipt from the respective customer and will
be included within the relative salary payment at the end of each monthly
period.
Following this first period of 12 months from the commencement date of
this agreement, the rate of commission will reduce to 5% under the same
parameters as above for the second 12 month period.
Following this first and second period of 12 months from the
commencement date of this agreement, the rate of commission will reduce to
2-1/2% under the same parameters as above for the remainder of this agreement.
The Company and Xxxx Xxxxx will attempt to negotiate a salary review
and profit sharing arrangement before the end of the first 12 month period of
this agreement which will eliminate any further commissions due beyond this
point. Should agreement not be reached, the Company and Xxxx Xxxxx will attempt
to negotiate a salary review and profit sharing arrangement before the end of
the second 12 month period of this agreement which will eliminate any further
commissions due beyond this point. No agreement need be reached on an
alternative compensation plan if the parties don't agree.
7. Benefit Plans: During the Employment Period, you may participate, on
the same terms the President/CEO is entitled to participate in which includes
any health insurance plan, pension plan, 401K plan, and similar benefit plans
the Company may maintain, at the Company's expense, for the benefit of its
employees. Additionally, the Company shall cause Soft-Com Inc. to continue to
contribute towards your current disability program up to an amount of $2,200 per
annum in substitution of the Company's standing disability program. The Company
shall cause Soft-Com Inc. to provide you with an automobile allowance of $885
per month for the purpose of leasing, maintaining and fueling an automobile of
your choice which payment is not dependent on the cost of such automobile.
8. Expenses: The Company shall cause Soft-Com Inc. to pay or reimburse
all your reasonable and properly documented travel, business, and other expenses
in the performance of services for Soft-Com and the Company during the
Employment Period.
9. Vacation: You shall be entitled to take one week of vacation during
each fiscal quarter during the Employment Period, which vacation, if not taken
in any such quarters, shall be cumulated with vacation accrued in a later
quarters. Perri will be paid for accrued and unused vacation upon termination of
this agreement.
10. Termination: (a) The Company may terminate your employment and your
position as a director of the Company by the unanimous vote of the Board of
Directors with your abstention
(1) if you shall die;
(2) if you shall become physically or mentally unable to
perform fully your duties under this agreement for a
continuous period exceeding four (4) months;
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(3) if you shall be unable to legally reside in the
United States;
(4) if you shall materially fail to perform your duties
as normally performed by an operating Subsidiary
President, which failure is likely to cause a
substantial adverse effect to such subsidiary;
(5) if you shall be formally convicted of a felony
involving moral turpitude, commit a fraudulent or
dishonest act against the Company or its
Subsidiaries, breach your fiduciary duty or breach
any other duty imposed by law on an officer;
(b) Upon any termination of your employment pursuant to Section
10(a), the Company shall not be obligated to make any payment
and shall have no further obligation under this agreement
except for the payment of base salary accrued under Section 5
and any commission payment accrued under Section 6 through the
date of such termination; this to include commission to be due
on all sales made prior to the termination date at the time of
payment on these sales from the respective customers. In the
event of termination pursuant to Section 10a(l) such
payment(s) will be made to your estate.
(c) Should the Company terminate this agreement other than for
reasons as provided within the agreement, the Company will be
liable to continue to pay the base salary as provided for
under section 5 for the remaining period of the agreement.
(d) Xxxx Xxxxx shall have the right to terminate his employment at
any time for no reason upon giving 90 days prior written
notice to the Company and upon giving such notice. Xxxx Xxxxx
shall be entitled to the payment of base salary accrued under
Section 5 any commission payment accrued under Section 6
through the date of such termination.
(e) Under all circumstances, the Company shall reimburse you for
expenses incurred by you as set forth in paragraph 8.
(f) The Company may terminate your position as a director of the
Company and Soft-Com Inc. and all your rights as director
under this agreement by the unanimous vote of the Board of
Directors, with your abstention, for cause that would permit
the removal of a director of a Delaware corporation for cause.
11. Competition: (a) For three years from the date of this Agreement,
regardless of whether or not your employment is terminated, you shall not
directly or indirectly engage in, invest in or support any competing business
which the Company and its subsidiaries is actively engaged in the United States
at the time of termination of this agreement.
(b) Engaging in, investing in or supporting any business includes
being an officer, director, owner, employee, shareholder or
partner or a beneficial owner of less than 5% of the
outstanding stock of a publicly traded company of such
business and includes assisting others in engaging in such
business and inducing employees of the Company or its
Subsidiaries to engage in such business.
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(c) Competing business includes any business substantially similar
to that of the Company or any of its subsidiaries at any time
during the term of this agreement or at the time you enter
into the competing business, in any geographical area in which
the Company or any of its subsidiaries does or is doing
business at any such time.
12. Confidentiality: (a) All equipment, notebooks, documents,
memoranda, reports, files, correspondence and other written or graphic records
affecting or relating to the Company or any of its affiliates or their business,
customers, property or processes that you may prepare, use, observe, possess or
control shall be and remain the Company's sole property. You shall not retain
any copy, note or abstract of any such materials or of any confidential
information after the end of your employment by the Company.
(b) You shall not at any time during or after your employment by
the Company, disclose, use, copy or make notes of any
confidential information except that (1) during the term of
your employment you may make disclosures in publicly filed or
released documents in accordance with securities laws, (2) you
may disclose information when compelled by law or judicial
process, (3) you may use, copy and make notes of information
in the ordinary exercise of your duties to the Company and (4)
you may disclose information to employees, officers,
directors, agents, customers and potential customers of the
Company.
(c) Confidential information includes all ideas, materials and
information you may learn, conceive, create, observe, prepare
or develop in the course of or in connection with your
employment by the Company concerning any matters affecting or
relating to the Company or its affiliates or their business,
customers, property or processes. It also includes any other
confidential or proprietary information you may have about the
Company, its affiliates or their business, customers, property
or processes. It does not include information in the public
domain before you use or disclose it.
(d) You shall promptly and fully disclose to the Company all
tangible work product, contacts or possible transactions with
customers and ideas, trade secrets or know-how made, developed
or conceived by you during the Employment Period (whether or
not conceived or developed during your working hours) with
respect to which the equipment, supplies, facilities or
information of the Company was used, which shall in any way
relate to the business conducted or contemplated to be
conducted by the Company or its affiliates. All such work
product, ideas, trade secrets and know-how shall be and remain
the sole and exclusive property of the Company. At the request
of the Company, you shall assist the Company in any reasonable
way (but at the Company's expense) to vest in the Company
title to all such product, ideas, trade secrets and know-how
and to obtain any patents, trademarks or copyrights thereon.
13. No conflict: You hereby represent to the Company that you are not a
party to, you are not bound by, nor have you agreed to become a party to any
employment, consulting, agency or other agreement or understanding (other than
this agreement) or any other agreement that could in any way conflict with this
agreement or your ability to perform your duties hereunder in accordance with
the standards set forth herein.
14. Miscellaneous: (a) This agreement constitutes the entire
understanding of the parties relating to the subject matter hereof. Neither
party shall be bound by any change, release or termination of this
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agreement unless it is in writing and signed by such party.
(b) If any provision of this agreement shall be
adjudicated to be invalid or unenforceable, such
provision shall be amended to delete therefrom the
portion thus adjudicated to be invalid or
unenforceable, such deletion to apply only for the
operation of such provision in the particular
jurisdiction in which such adjudication is made.
(c) If you breach or threaten to breach any provision of
this agreement, the Company shall be entitled to any
injunction restraining you from such breach. The
Company shall not be prohibited from pursuing any
other remedy available at law or equity for such
breach or threatened breach of this agreement.
(d) The Company shall withhold such amounts from any
compensation or other benefits referred to in this
agreement as payable to you on account of payroll and
other taxes as may be required by applicable law or
regulation of any governmental authority.
(e) Pennsylvania law governs this agreement.
(f) You may not assign any interest you have in this
agreement. The Company may assign this agreement to
any successor of its business upon which you shall
receive a minimum 30 days advance written notice of
assignment.
15. The Company agrees not to relocate you during the term of this
agreement except by mutual agreement between the parties hereto.
Please confirm your agreement to the foregoing by signing below. This
agreement will be effective when you have signed and returned a copy of this
agreement. The parties hereto, intending to be legally bound hereby, do agree to
all of the above terms and conditions.
CTI Group (Holdings) Inc.
Approved on behalf of the
Board of Directors
By: /s/ Xxxxxxx X. Xxxxx and By: /s/ Xxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxx, Chairman Xxxx X. Xxxxxxxxx, Director
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
Attest:/s/ Xxxx Xxxxx
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