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EXHIBIT 6(1)(iii)
EMPLOYMENT AGREEMENT
GLOBAL ELECTION SYSTEMS, INC. (U.S.A.) ("Company"), and XXXXXX X. XXXXXXXXX
("Employee") agree:
1. EMPLOYMENT. Company employs Employee for the period beginning on the
date of this Employment Agreement and ending three years from its date or upon
discharge or resignation of Employee, if earlier (the "Employment Period").
During the Employment Period, Employee will serve as Vice President of Sales and
Marketing of Company. Employee will devote sufficient time and energies to the
business of Company to accomplish the duties assigned, will perform to the best
of Employee's ability all duties assigned to Employee by Company and will devote
Employee's best efforts to advance the interests of Company. Employee will have
the power and authority normally held by a Vice President of a corporation.
2. COMPENSATION. For all services performed by Employee for Company during
the Employment Period, Company will pay Employee the salary set forth on
Schedule A. Employee will be entitled to participate in employee benefit plans
established by Company. Vacation in amounts designated by Company will be taken
at the times designated by Company. During that vacation, Employee will receive
Employee's usual compensation.
3. REIMBURSEMENT OF EXPENSES. Company recognizes that Employee, in
performing Employee's duties hereunder, may be required to spend sums of money
in connection with those duties for the benefit of Company. Employee may present
to Company an itemized voucher listing expenses paid by Employee in the
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performance of Employee's duties on behalf of Company, and, on presentation of
such itemized voucher, Company will reimburse Employee for all reasonable
expenses itemized thereon, including, but not limited to, travel, meals,
lodging, entertainment, and promotion. Employee may receive advances from
Company for anticipated expenses. Employee agrees that the amount by which an
advance exceeds actual expenses ("Amount") will be promptly refunded to Company
upon determination by Company that it is due.
4. SICK LEAVE AND DISABILITY. Employee will be entitled to sick leave for
the number of days determined by Company ("Sick Leave"). Employee will be
considered to be disabled during any period in excess of Sick Leave during which
Employee is unable to work because of illness or incapacity ("Disability
Period"). Employee will be entitled to receive Employee's full salary during
Sick Leave and will be deemed to be on leave, without pay, during the Disability
Period. If the Sick Leave plus Disability Period exceeds the initial eligibility
or waiting period between the time of disability and the date disability
benefits commence as provided in any disability insurance policy provided by the
Company for the benefit of Employee, or, if there is no such policy, 180 days,
Employee will be considered to have resigned as of the end of the waiting period
or 180 days, as the case may be, and will receive no further compensation. In no
event will Employee be entitled to payment or other compensation for unused Sick
Leave or Disability Period, unless required by law or otherwise provided in a
policy or employment manual adopted by the Board of Directors of Company.
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5. RESIGNATION AND DISCHARGE. Employee may resign by giving two weeks
written notice to Company before resigning. Employee's death will constitute a
resignation. Company may discharge Employee only for cause. For purposes of this
Agreement, the term "cause" shall include Employee's dishonesty, violation of
any of the provisions of this Agreement, and Employee's indictment, conviction,
plea of guilty or nolo contendere of any felony or a misdemeanor involving moral
turpitude. If Employee is discharged for cause for other than criminal behavior,
Employee will receive twelve months severance benefit, determined on Employee's
base salary at the time of discharge. If Employment Period is terminated by
resignation, Employee will be paid Employee's salary on a pro rata basis through
the effective date of resignation ("Effective Date"), and if requested by
Company, Employee will continue to render Employees services through the
Effective Date. If Employee refuses, upon Company's request, or fails to render
services competently and in good faith to the Company's benefit through the
Effective Date, Company may deem the Effective Date to be the date of refusal or
failure, as the case may be. In no event will Employee be entitled, upon
resignation or discharge, to payment for sick leave or similar benefits of any
kind, unless required by law or otherwise provided in a policy or employment
manual adopted by the Board of Directors of Company.
6. CONFIDENTIAL INFORMATION. Employee acknowledges and recognizes that
Employee is, or will be, employed by Company in a confidential relationship and
may receive and have access to the
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confidential business information, customer names, contracts and other customer
data, business methods, techniques and trade secrets of Company not otherwise
known by Employee and not information generally known in the Industry in which
Company is engaged ("Confidential Information"). Employee may receive
disclosures of ideas, conceptions, inventions, processes, methods, products and
improvements made by other employees of Company ("Company Inventions"). Employee
may participate with Company in improving and developing Confidential
Information and Company Inventions. Confidential Information and Company
Inventions developed on behalf of Company are neither commonly known nor readily
accessible to others, and are used by Company in its business to obtain a
competitive advantage over Company's competitors who do not know or use the
Confidential Information or Company Inventions. Protection of the Confidential
Information and Company Inventions against unauthorized disclosure and use is of
critical importance to Company in maintaining its competitive position. Employee
agrees that Employee will assign to Company Inventions developed on Company
time, and that Company is the owner of those Company Inventions. Employee agrees
that Employee will not, at any time, during or the Employment Period, make any
independent use of, or disclose to any other person or organization, except as
authorized by Company in writing, any Confidential Information or Company
Inventions. Upon termination of the Employment Period for any reason, Employee
shall promptly deliver to Company all drawings, manuals, letters, notes,
notebooks, reports, customer
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lists, customer data, mailing lists, and all other materials and records of any
kinds, and all copies thereof, that may be in the possession of, or under the
control of, Employee, and which contain any Confidential Information or Company
Inventions.
7. PERSONNEL POLICIES. Company's personnel policies apply to all of the
Company's employees, including Employee, and describe additional terms and
conditions of employment of Employee. Those terms and conditions, as they may be
revised from time to time by Company, are incorporated by reference into this
Employment Agreement. Company reserves the right to revise the personnel
policies from time to time, as Company deems necessary. If any personnel policy
provision conflicts with a provision of this Employment Agreement, the terms of
this Employment Agreement shall govern.
8. ALCOHOL AND DRUG TESTING. Employee agrees to comply with and submit to
any Company program or policy for testing for alcohol abuse or use of drugs.
9. BINDING EFFECT. This Employment Agreement constitutes the entire
understanding of the parties, may be modified only in writing, is governed by
laws of Texas, U.S.A., and will bind and inure to the benefit of Employee and
Employee's personal representative and Company and Company's successors and
assigns.
DATED: AUGUST 1, 1997
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EMPLOYEE COMPANY
GLOBAL ELECTION SYSTEMS, INC.
(U.S.A.)
/s/ XXXXXX X. XXXXXXXXX BY: /s/ XXXXXX X. XXX XXXX
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Xxxxxx X. Xxxxxxxxx
ITS: President
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SCHEDULE "A"
TO EMPLOYMENT AGREEMENT BETWEEN
GLOBAL ELECTION SYSTEMS, INC. (U.S.A.) and
XXXXXX X. XXXXXXXXX, "EMPLOYEE"
Base Salary: $115,000.00 per year, together with such salary adjustments as may
be awarded to employee from time to time.
Moving Expenses: The Company shall also reimburse for reasonable living and
travel expenses until such time as the Employee is able to move his family and
residence to the McKinney, Texas area. The Company shall also provide Employee
with a reasonable moving allowance to be agreed upon by the parties.
Stock Options: The Employee will be provided with a Stock Option Agreement to
purchase the Company's stock, the terms and conditions of which to be mutually
agreed upon by the parties.
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