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EXHIBIT 10.43
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made this 27th day of April, 1999, but
effective as of February 1, 1999 (the "Effective Date"), between LASON SYSTEMS,
INC., a Delaware corporation, the address of which is 0000 Xxxxxxxxxx Xxxxxxx,
Xxxx, Xxxxxxxx 00000 ("Corporation"), and XXXX X. XXXXXXXXX, whose address is
0000 Xxxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx 00000 ("Employee").
R E C I T A L S:
Corporation is engaged in the business of providing a wide
range of document management, records management and business communication
services. Employee is experienced in running all aspects of such business.
The parties are desirous of entering into a contract of
employment on the terms and conditions set forth below.
THEREFORE, the parties agree as follows:
1. ENGAGEMENT OF EMPLOYEE. Corporation hereby employs Employee
for the term of this Agreement as set forth in Paragraph 4 hereof and, during
the term of this Agreement, Employee agrees to provide the following services to
Corporation on the terms contained in this Agreement. Employee shall hold the
title of President and Chief Operating Officer and shall be responsible for
providing the services customarily required of a Chief Operating Officer
including, but not limited to, direction of Corporation's day-to-day operations,
general supervision of all subordinate officers, employees and agents of
Corporation, and general supervision of its sales and marketing activities.
Employee shall also serve as President and Chief Operating Officer of
Corporation's parent, Lason, Inc. and may also serve as President and Chief
Operating Officer of other affiliates. Employee shall devote his full time and
attention to discharging the duties of his position and shall report to
Corporation's Chairman of the Board and Chief Executive Officer, Xxxx X. Xxxxxx.
2. BASE COMPENSATION.
A. BASE SALARY. Corporation shall pay to
Employee a base salary of One Hundred
Seventy Five ($175,000.00) Dollars per
calendar year; subject to review on the
first anniversary of the Effective Date.
Such base salary shall be paid in equal
bi-weekly installments (less appropriate and
necessary withholdings for employment
taxes), commencing on Corporation's next
regular pay day and continuing on the same
day of every other week thereafter during
the term of this Agreement.
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B. BONUS. Predicated on Corporation's
performance, Employee shall be entitled to
an annual bonus of a minimum of 50% of the
base salary set forth in Section 2(A) above.
The amount of the bonus shall be determined
by Corporation's Chairman of the Board.
C. BENEFITS. Employee shall have the right to
receive or participate in any fringe
benefits, including, but not limited to,
personal days, group term life insurance
programs, disability insurance programs,
medical expense reimbursement plans,
flexible benefit plans, so-called qualified
"pension or profit sharing plans," and other
reasonable and customary fringe benefits
which may from time-to-time be made
available by Corporation's Board of
Directors (and further subject to any
applicable eligibility requirements of each
such program). Further Employee shall be
entitled to an automobile allowance and
other similar benefits as determined by
Corporation's Chairman of the Board.
3. TERM AND SEVERANCE.
The term of this Agreement shall be for two (2) years from and
after the Effective Date of this Agreement.
In the event that Employee is terminated during the term of
this Agreement with or without cause or in the event that he resigns because of
a material change in the scope of his duties then, and in that event, Employee
shall be entitled to receive severance pay in an amount equal to his base salary
plus his actual bonus for the preceding year or an average of all bonuses paid
to him during the preceding years of his employment with Corporation, whichever
is greater. Such severance pay shall be paid for the unexpired term of this
Agreement or 12 months, whichever is greater. Additionally, in the event that
Employee is terminated without cause then, and in that event, Corporation shall
immediately pay $16,000 to Employee to reimburse him for the cost of his golf
club initiation fee. Notwithstanding anything to the contrary set forth herein
or otherwise, in no event shall Employee be entitled to receive severance pay or
the golf club initiation reimbursement discussed above in the event that he
voluntarily resigns his position for any reason other than a material change in
the scope of his duties.
4. NON-COMPETITION/CONFIDENTIALITY. In consideration of the
compensation described in this Agreement, Employee agrees that while he is
employed by Corporation and for the two (2) year period following the conclusion
of his employment with Corporation (the "Non-Compete Period"), Employee shall
not, either directly or indirectly (and whether or not for compensation), work
for, be employed by, own, participate or engage in, or have any interest in, any
person, firm, entity, partnership, limited partnership, limited liability
company, corporation or business (whether as an employee, owner, partner,
member, shareholder, officer, director, agent, creditor, consultant or in any
capacity which calls for the rendering of personal services, advice, acts of
management, operation or control) that engages in activities in any of the
counties in any of the states in which Corporation or any of its affiliates (the
"Lason Group") transacts business which are substantially the same as or
competitive with the activities engaged in by the Lason Group including
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but not limited to the following: document management, records management and
business communications including, but not limited to, photocopying, imaging,
scanning and conversion and related services ancillary to all of the foregoing
and outgrowths thereof (the "Business"), so long as the Lason Group (or any
successor) shall, directly or indirectly, be engaged in the Business in any such
county. The foregoing shall not, however, be deemed to prevent Employee from
owning in the aggregate up to 5% of the securities of any corporation the shares
of which are traded on a securities exchange or in the over-the-counter market.
Employee further agrees that he shall not, directly or
indirectly, at any time during the Non-Compete Period: (i) divert or attempt to
divert from the Lason Group any business of any kind in which the Lason Group is
engaged; (ii) take any action that causes the termination of a business
relationship between the Lason Group and any customer or supplier of the Lason
Group; or (iii) induce or attempt to induce any person who is an employee of the
Lason Group to leave the employ of the Lason Group.
During the term of this Agreement and the Non-Compete Period,
Employee shall keep secret and inviolate and shall not divulge, communicate, use
to the detriment of the Lason Group or for the benefit of any other person or
persons or misuse in any way any knowledge or information of a confidential
nature, including, without limitation, all trade secrets, information, computer
programs, technical data, customer lists and unpublished matters relating to the
business, assets, accounts, books, records, customers and contracts of the Lason
Group which he may or hereafter come to know as a result of his association with
and which is unique to the Lason Group ("Confidential Information"). Information
shall not be considered Confidential Information if: (i) the information is
known by or subsequently becomes generally available to the public through no
fault or breach on the part of Employee; (ii) the information is independently
developed by Employee without the use of any Confidential Information; or (iii)
the Employee rightfully obtains the information after the term of this Agreement
from a third party that has the right to disclose it. Employee may disclose
Confidential Information if required by any judicial or governmental request,
requirement or order; provided that Employee will take reasonable steps to give
the Lason Group sufficient prior notice in order to contest such request,
requirement or order.
Employee has had knowledge of the affairs, trade secrets,
customers, potential customers and other proprietary information of the Lason
Group, and Employee acknowledges and agrees that compliance with the covenants
set forth in this Paragraph 5 is necessary for the protection of the business,
goodwill and other proprietary interests of the Lason Group and that any
violation of this Agreement will cause severe and irreparable injury to the
business, goodwill and proprietary interests of the Lason Group, which injury is
not compensable by money damages. Accordingly, in the event of a breach (or
threatened or attempted breach) of this Paragraph 5, the Lason Group and any
successor shall, in addition to any other rights and remedies, be entitled to
immediate appropriate injunctive relief or a decree of specific performance,
without the necessity of showing any irreparable injury or special damages.
If, in any judicial proceeding, a court shall refuse to
enforce any of the covenants included herein, then said unenforceable
covenant(s) shall be deemed eliminated from these provisions for the purpose of
those proceedings to the extent necessary to permit the remaining
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separate covenants to be enforced. It is the intent and agreement of Corporation
and Employee that these covenants be given the maximum force, effect and
application permissible under law.
The provisions of this Paragraph 5 shall survive the
termination of this Agreement.
5. MISCELLANEOUS. Employee shall not assign his rights and
obligations hereunder. Subject to the foregoing, all of the terms and conditions
of this Agreement shall be binding upon and shall inure to the benefit of the
heirs, successors, administrators, legal representatives and assigns, as the
case may be, of the parties hereto.
6. PARTIAL INVALIDITY. If any provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable
in any manner, the remaining provisions of this Agreement shall nonetheless
continue in full force and effect without being impaired or invalidated in any
way. In addition, if any provision of this Agreement may be modified by a court
of competent jurisdiction such that it may be enforced, then that provision
shall be so modified and as modified shall be fully enforced.
7. ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein, supersedes all prior and contemporaneous agreements, understandings and
negotiations, and any and all employment agreement(s) between Corporation and
Employee dated prior to the date hereof; and no evidence of prior or
contemporaneous agreements, understandings and negotiations shall govern or be
used to construe or modify this Agreement. Except as provided in this Agreement,
no modification or alteration hereof shall be deemed effective unless in writing
and signed by the parties hereto. Neither this Agreement nor any of its
provisions may be changed, waived, or discharged orally, but only by an
instrument duly signed by the party against which enforcement of the change,
waiver, or discharge is sought.
8. NOTICES. All notices, demands, and requests required or
permitted to be given under the provisions of this Agreement shall be in writing
and shall be deemed given (a) when personally delivered or sent by facsimile
transmission to the party to be given the notice or other communication or (b)
on the business day following the day such notice or other communication is sent
by overnight courier to the addresses set forth above or at such other address
as either party may designate from time to time by appropriate notice to the
other.
9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan.
10. HEADINGS. The headings in this Agreement are for reference
only and shall not limit or otherwise affect any of the terms or provisions
hereof.
11. COUNTERPARTS. This Agreement may be executed in two (2) or
more counterparts, each of which shall be considered an original, but all of
which together shall constitute one and the same instrument.
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THIS AGREEMENT was executed as of date and year first set forth above.
"CORPORATION"
LASON SYSTEMS, INC., A DELAWARE
CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Its: Chairman of the Board and Chief
Executive Officer
"EMPLOYEE"
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
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