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Exhibit 10.16
EMPLOYMENT AGREEMENT
MADE this 13th day of June 2001, by and between SEEC, INC. a Pennsylvania
Corporation, ("SEEC" hereinafter), and XXXXX X. XXXXXXX, an individual,
("EMPLOYEE" hereinafter);
WHEREAS, SEEC is in the business of developing and marketing business solutions
consisting of software and services; and
WHEREAS, SEEC wishes to offer employment with SEEC, and EMPLOYEE wishes to
accept such employment, on the terms and conditions set forth in this Agreement;
In consideration of the covenants contained herein, and intending to be legally
bound hereby, the parties hereto do covenant and agree as follows:
1. TERM AND SCOPE OF EMPLOYMENT.
1.1. Term. This Agreement will commence effective June 13, 2001, and will
continue in full force and effect until terminated in accordance with its
provisions.
1.2. Scope of Employment.
1.2.1 Title: EMPLOYEE will hold the position of SENIOR VICE PRESIDENT, WORLDWIDE
SALES AND SERVICES and perform such duties and responsibilities as SEEC's
President and Board of Directors may from time to time designate in connection
with the said position. This position will include management and supervision of
sales and services for SEEC and all of its branches and subsidiaries worldwide,
including without limitation, SEEC's subsidiaries in the United Kingdom and
India, and such branches as each of them may have, from time to time.
1.2.2 Duties. Initially, EMPLOYEE's duties are described IN EXHIBIT A, attached
to and a part of this Agreement. SEEC expressly reserves the right, in the
exercise of its sole discretion, to make changes in EMPLOYEE's duties and
responsibilities, so long as such changes are appropriate to EMPLOYEE's position
and do not amount to a demotion.
1.2.3 Exclusive Full Time Employment. During the term of EMPLOYEE's employment,
EMPLOYEE shall work for SEEC exclusively, on a full time basis, and shall use
his best efforts to further the best interests and welfare of SEEC. During the
term of his employment, EMPLOYEE agrees that he will refrain from performing,
directly or indirectly, any work or services whatsoever for any third person,
without the written authorization of SEEC.
1.2.4 Policies and Regulations. EMPLOYEE agrees to abide by such lawful
employment policies and regulations as SEEC may from time to time adopt, and
such specific instructions and directions to EMPLOYEE as SEEC lawfully may give,
from time to time.
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2. SALARY, INCENTIVE COMPENSATION AND FRINGE BENEFITS.
2.1 Start Work Date. EMPLOYEE's employment with SEEC will commence on June 13,
2001, and EMPLOYEE will start work on that date, but at EMPLOYEE's
request, EMPLOYEE's Base Salary entitlement will start on July 1, 2001, to
offset the time off that EMPLOYEE needs in July. EMPLOYEE shall have
compensatory time off in July, for time worked in June, without such time
off being charged to vacation.
2.2 Base Salary. EMPLOYEE shall be paid a gross annual salary of One Hundred
Eighty Thousand Dollars ($180,000) ("Base Salary"), in periodic payments
in accordance with such normal payroll practices as SEEC may adopt from
time to time, and subject to required deductions for withholding taxes as
well as EMPLOYEE authorized deductions.
2.3 Sign On Bonus. EMPLOYEE shall be paid a sign-on bonus of Twenty-Five
Thousand ($25,000) Dollars, no later than July 12, 2001.
2.4 Incentive Compensation. For SEEC's Fiscal Year 2002, EMPLOYEE shall be
entitled to incentive compensation, as set forth in EXHIBIT B attached to
and a part of this Agreement.
2.5 Stock Options. EMPLOYEE will be granted incentive stock options ("ISOS")
to purchase up to 100,000 shares of SEEC common stock pursuant to the
provisions of the SEEC, Inc. 1997 Stock Option Plan ("PLAN"). The exercise
price for the ISOs will be the fair market value of SEEC's stock as traded
on the NASDAQ exchange at the grant date. ISOs for Ten Thousand (10,000)
shares will vest 100% and be exercisable at six months following the grant
date. ISOs for the remaining Ninety Thousand (90,000) shares will vest and
become exercisable in equal portions over the next four years - 25% at
each anniversary of the first grant date. The Plan provides for full
vesting of ISOs in the event of a sale of SEEC that results in a Change of
Control (all as more particularly set forth in the Plan, and subject to
its provisions). Additional ISOs may be granted annually by the Board of
Directors, based on EMPLOYEE's performance.
2.6 Fringe Benefits. EMPLOYEE will have all of the benefits that other SEEC
executive officers have under SEEC's applicable insurance and other fringe
benefits plans. These benefits will be implemented and administered in
accordance with such employment policies as SEEC may adopt from time to
time. SEEC reserves the right to change the provisions of its fringe
benefit programs, their implementation, insurance carriers, and employment
policies, at any time, and from time to time, which may result in changes
to fringe benefits and policy provisions applicable to all employees. The
insurances, plans and other fringe benefits are currently as follows:
2.6.1 Comprehensive Medical and Dental insurance coverage under
SEEC's group plans, the premiums for which are currently paid
100% by SEEC;
2.6.2 Term Life Insurance of up to $150,000 under SEEC's group
policy;
2.6.3 Long-term disability insurance, under SEEC's group policy;
2.6.4 Immediate eligibility to participate in the SEEC 401K plan
(currently, SEEC makes no matching contributions);
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2.6.5 Participation in SEEC's Employee Stock Purchase Plan, under
which EMPLOYEE may voluntarily purchase shares of SEEC common
stock at a discount of 15% off of market value on designated
dates, through payroll deductions, up to maximums allowed by
law;
2.6.6 Paid Vacation of three (3) weeks per year, which will be
increased to four (4) weeks per year after ten years of
employment. Vacation accrues monthly;
2.6.7 Paid Sick Days of up to five (5) days per year, as needed.
Sick days also accrue monthly;
2.6.8 Ten (10) Paid Holidays per year consisting of seven (7) public
holidays, and three (3) personal or floating holidays.
2.7 Reimbursements. SEEC will reimburse EMPLOYEE monthly, in accordance with
SEEC's normal accounting practices, for all approved reasonable travel and other
expenses which EMPLOYEE incurs due to activities required by SEEC. All air
travel will be coach class, at the best rates available using leading carriers.
SEEC will pay nominal costs where available, to upgrade (for additional "leg
room"), if available coach class accommodations would be too constraining and
uncomfortable.
3. INVENTIONS, DISCOVERIES AND IMPROVEMENTS.
3.1. Discoveries. All inventions, discoveries, improvements or copyrightable
materials ("Discoveries") which EMPLOYEE conceives or makes, solely or in
conjunction with others, during his period of employment with SEEC, in any field
in which, during the term of this Agreement, SEEC is or plans to be engaged, and
in all related fields, are the sole and exclusive property of SEEC. All such
Discoveries made within two (2) years following termination of his employment
shall be deemed to fall within this provision, unless EMPLOYEE bears the burden
of proving, by evidence that is clear and convincing, that they were conceived
and made after the termination of his employment with SEEC.
3.2. Disclosure and Assignment. EMPLOYEE agrees that he will promptly disclose
all Discoveries to SEEC, and hereby assigns and conveys to SEEC all his right,
title and interest in and to all such Discoveries. EMPLOYEE will assist SEEC, at
its request, in preparing copyright, or patent applications, both United States
and foreign, covering all such Discoveries, and will sign and deliver all
documents, and, at SEEC's request, do all things reasonable or necessary to
secure and protect SEEC's ownership interests in all Discoveries. All costs
incidental to EMPLOYEE's performance under this Article, as requested by SEEC,
shall be born by SEEC.
4. CONFIDENTIALITY OF PROPRIETARY INFORMATION.
4.1 Proprietary Information. For the purposes of this Agreement, "PROPRIETARY
INFORMATION" means and includes all technical, commercial and business
information to which EMPLOYEE obtains access during the course of his
employment, including without limiting the generality of the foregoing, all
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memoranda, notes, computer data, software, methodology, know-how, spreadsheets,
graphs, print-outs, customer lists, customer and trade data, materials and
equipment data, market data, financial data, contracts, orders, plans, designs,
drawings, processes, formulae, codes, apparatus, products, discoveries,
inventions, bug-fixes, customer support information, improvements, and all other
data, or information whatsoever, whether the same belongs to SEEC, any
subsidiary, supplier or customer of SEEC, or to any other third party who may
have an actual or potential business relationship with SEEC, regardless of
whether verbal or recorded, regardless of whether or not such information is
marked "Confidential" or "Proprietary", and regardless of whether or not such
information falls within the common-law definition of trade secrets, and
excluding only, information that is lawfully in the public domain.
4.2 Disclosure and Use. EMPLOYEE agrees to keep confidential all Proprietary
Information to which he has access during the course of his employment. EMPLOYEE
agrees that he shall be deemed to hold all Proprietary Information in trust for
SEEC's sole benefit, and shall not use the same for any purpose, or disclose the
same to any person, other than in the performance of his required employment
duties for SEEC, without SEEC's written consent. Without limiting the generality
of the foregoing, EMPLOYEE acknowledges that in the course of his employment, he
may obtain access to the Proprietary Information of third parties who may have
an actual or potential business relationship with SEEC, and that all such third
parties shall be deemed third party beneficiaries of this Agreement.
4.3 Confidentiality Agreement. In addition to the foregoing provisions, EMPLOYEE
agrees as a condition of his employment, to sign SEEC's Non-Disclosure and
Intellectual Property Rights Agreement, a copy of which has already been made
available to EMPLOYEE. This Agreement and the aforesaid Non-Disclosure and
Intellectual Property Rights Agreement, supplement each other, and shall be
construed together so as to give SEEC, its subsidiaries, and third party
beneficiaries hereunder, the broadest protection allowed by law.
5. NON-COMPETE COVENANT.
5.1 Covenant. EMPLOYEE agrees that for a period of two (2) years after his
employment with SEEC is terminated, he will not, directly or indirectly, work in
the United States, India, Mexico or Canada, for any third party, or for himself,
in marketing and selling software products in direct competition with the
software products which were marketed or sold by SEEC while EMPLOYEE was
employed by SEEC.
5.2 Exclusions. The non-compete covenant described in SECTION 5.1 above shall
not be applicable in any of the following circumstances:
5.2.1 If EMPLOYEE is laid off or terminated by SEEC without Cause (as
defined herein); or
5.2.2 If EMPLOYEE terminates this Agreement for Good Reason; or
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5.2.3 If EMPLOYEE's employment is terminated for any reason that gives
rise to the incurrence by SEEC of a severance obligation to EMPLOYEE
under SECTION 6.2 of this Agreement.
6. TERMINATION.
6.1 Termination. Either SEEC or EMPLOYEE may terminate this Agreement at any
time on written notice, with or without Cause, or Good Reason, as those
terms are defined herein. Upon termination of employment, EMPLOYEE will be
entitled to all bonuses, salary, unused vacation, and other compensation
which has been earned through date of termination. All such amounts will
be paid to EMPLOYEE after termination, in accordance with SEEC's normal
accounting practices.
6.2 Entitlement to Severance Benefits: EMPLOYEE will not be entitled to any
severance benefits if EMPLOYEE terminates his employment without Good
Reason, or if SEEC terminates EMPLOYEE's employment for Cause. EMPLOYEE
will be entitled to Severance Benefits as defined IN SECTION 6.3 below
under any one or more of the following circumstances ("TRIGGERING EVENT"):
6.2.1 If EMPLOYEE terminates his employment for Good Reason. "GOOD REASON"
is defined as a material diminution by SEEC in any one or more of
the following: EMPLOYEE's title, responsibilities, salary, benefits,
incentives or other compensation;
6.2.2 If SEEC terminates EMPLOYEE's employment without Cause. "CAUSE" is
defined as any one or more of the following: negligence, failure,
refusal or unwillingness to perform some or all of EMPLOYEE's duties
in good faith and to the best of EMPLOYEE's ability, dishonesty,
disloyalty, willful misconduct, unlawful conduct, fraud,
embezzlement, unauthorized use of corporate funds, failure or
refusal to abide by lawful management directions, or any other
conduct that violates this Agreement;
6.2.3 If EMPLOYEE's employment is terminated within twelve months of a
sale of SEEC that results in a Change of Control. A "CHANGE OF
CONTROL" means any one of more or the following:
(i) Any merger, sale, or acquisition of SEEC which results in
ownership or management of SEEC passing to one or more
entities who do not currently own or manage the corporation;
or
(ii) An agreement by SEEC to consolidate or merge with any other
entity pursuant to which SEEC will not be the continuing or
surviving corporation or pursuant to which shares of the
Common Stock of SEEC would be converted into cash, securities
or other property, other than a merger of SEEC in which
holders of the Common Stock of the surviving corporation
immediately after the merger would have the same proportion of
ownership of Common Stock of the surviving corporation
immediately after the merger;
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(iii) An agreement of SEEC to sell, lease, exchange or otherwise
transfer in one transaction or a series of related
transactions substantially all the assets of SEEC;
(iv) The adoption of any plan or proposal for a complete or partial
liquidation or dissolution of SEEC; or
(v) An agreement by shareholders to sell more than 50% of the
outstanding voting securities of SEEC in one or a series of
related transactions other than a public offering of voting
securities registered with the Securities and Exchange
Commission.
6.3 Severance Benefits. "SEVERANCE BENEFITS" mean: Fifty percent (50%) of
EMPLOYEE's then current Base Salary, payable over a period not to exceed
twelve (12) months, at SEEC's regularly scheduled pay dates, subject to
applicable withholding taxes.
6.4 Changes in Compensation or Other Changes: SEEC may change EMPLOYEE's
Compensation Plan, (EXHIBIT B) after FY2002, from time to time, so long as
all such changes are in writing, and signed by EMPLOYEE. All other
provisions not specifically changed in writing shall be deemed to continue
in full force and effect.
6.5 Survival of Provisions: Except as specified to the contrary in this
Agreement, the following provisions shall survive termination of this
Agreement: Section 3 Inventions Discoveries and Improvements; Section 4
Confidentiality of Proprietary Data; Section 5 Non-Compete Covenant;
Sections 6.2 and 6.3 relating to entitlement to Severance Benefits; any
obligation of SEEC to pay any compensation which has been earned but
remains unpaid as of date of termination; and Section 7 Miscellaneous, to
the extent necessary to determine and enforce any post-termination rights
or remedies arising out of or related to this Agreement.
7. MISCELLANEOUS.
7.1 Notices. Any notices required or permitted to be sent under the terms of
this Agreement shall be sent to the parties as follows, or to such new address
as a party may designate in writing. If a party is aware that the following
address is incorrect, the party shall send written notices to both the address
set forth below, and to the last known address of the other party.
TO SEEC AT: TO EMPLOYEE AT:
Xxxx Xxxx Xxx, Xxxxx 000 000 Xxxxxx Xxxxx,
0000 Xxxxx Xxxx Xxxx, Xx. Xxxxxxx, XX 00000.
Xxxxxxxxxx, XX 00000.
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7.2 Governing Law. This Agreement and all causes of action related to or arising
out of the employment relationship, shall be governed by the laws of the
Commonwealth of Pennsylvania, and, where applicable, the laws of the United
States, excluding only their respective conflict of laws provisions, and not by
the laws of any other jurisdiction.
7.3 Contrary to Law. If any provision of this Agreement is in violation of
applicable laws prevailing at the time of dispute, the applicable provision
shall be modified by agreement of the parties, or by the adjudicating tribunal
as applicable, so as to effectuate the intent of this Agreement to the fullest
extent permitted under applicable law.
7.4 Binding Arbitration. The parties agree that all claims, disputes, causes of
action, and other matters in question between them, arising out of or related to
this Agreement, or the employment relationship, whether sounding in contract,
tort, or any other cause of action whatsoever, shall be decided only by
common-law arbitration in Pittsburgh, PA, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then prevailing,
unless the parties mutually agree otherwise; provided however, SEEC shall have
the right to obtain preliminary temporary or permanent injunctive relief from a
court of appropriate jurisdiction. The parties agree that with regard to all
claims, disputes, causes of action and remedies, relating to, or arising out of
this Agreement, the American Arbitration Association, and the Federal and State
Courts in Pittsburgh, PA and applicable appellate courts, shall have
jurisdiction over their persons.
7.5 Rights and Obligations. Except where this Agreement provides to the
contrary, the duties and obligations imposed by this Agreement, and the rights
and remedies available hereunder, shall be in addition to and not in limitation
of, any duties, obligations, rights and remedies otherwise imposed or available
in law or in equity.
7.6. Waiver. Except where this Agreement provides to the contrary, no action or
failure to act by either party shall constitute a waiver of any right or duty
accorded to any party under this Agreement, nor shall any such action or failure
to act constitute an approval of, or acquiescence in, any breach hereunder,
except as may be specifically agreed in writing.
7.7 Integration and Amendments. The provisions of this Agreement constitute the
full understanding of the parties, a complete allocation of the risks between
them, and a complete and exclusive statement of the terms and conditions of
their agreement on the subject matter hereof. No conditions, representations,
understandings, or agreements, not contained herein, and purporting to modify,
waive, vary, explain or supplement the terms or conditions of this contract
shall be binding unless hereafter made in writing and signed by a duly
authorized representative of the party to be bound.
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7.8 Assignment. This is an Agreement for personal services, and any attempted
assignment by EMPLOYEE of the rights and obligations created by this Agreement
during EMPLOYEE's employment shall be void. SEEC may at any time assign its
rights, obligations and interests in this Agreement. Except as provided to the
contrary herein, the terms and conditions of this Agreement shall be binding on
the parties, their respective executors, personal representatives, heirs,
successors in interest and assigns.
EFFECTIVE DATE: JUNE 13, 2001.
SEEC, INC.,
By: /S/ Xxxxxxxx Xxxx /S/ Xxxxx X. Xxxxxxx
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Signature of Xxxxx X. Xxxxxxx
Print Name: Xxxxxxxx Xxxx
Title: President & C.E.O.
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