EXHIBIT 10.14
EMPLOYMENT AGREEMENT
(H. Xxxxxx Xxxxxxx)
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of April 1, 2000
(the "Effective Date"), by and between APPLIED VOICE RECOGNITION, INC., a
Delaware corporation doing business as x-XXXX.xxx ("Employer"), and H. XXXXXX
XXXXXXX, an individual residing in Sugar Land, Texas ("Employee").
W I T N E S S E T H:
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WHEREAS, Employer and Employee desire to enter into an agreement regarding
Employee's employment with Employer pursuant to the terms and conditions set
forth herein;
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and the
premises and the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, the parties covenant and agree as follows:
1. EMPLOYMENT.
a. Employer agrees to employ Employee on the terms and conditions set
forth herein and in that certain Employment Agreement dated April 1, 1997 (the
"L&H Employment Agreement"), executed by and between Employee, as employee, and
Applied Voice Recognition, Inc., a Utah corporation, predecessor-in-interest by
merger of Employer, as employer, and subsequently assigned (with the consent of
Employee) to Lernout & Hauspie Speech Products N.V., which L&H Employment
Agreement is hereby incorporated herein by this reference.
b. To the extent that any terms or provisions set forth in this
Agreement conflict with the terms and provisions of the L&H Employment
Agreement, the terms and provisions set forth in this Agreement shall control.
2. TERM OF EMPLOYMENT. Section 2 of the L&H Employment Agreement is
hereby replaced in its entirety with the following:
"The term of Employee's employment hereunder (the "Term") shall commence as
of April 1, 2000 (the "Commencement Date") and shall continue (subject to
termination by either Employer or Employee as hereinafter provided) for a
term (the "Term") expiring on September 30, 2000 (the "Expiration Date").
At the expiration of the Term, Employer shall have no further obligation to
Employee other than payment of any earned and unpaid Base Salary (as
hereafter defined) under Section 3(a) and Bonus (as hereafter defined)
under Section 3(b), and Employee shall have no further obligation to
Employer except as set forth in Sections 7, 8, 9 and 10."
3. COMPENSATION AND BENEFITS. Section 3 of the L&H Employment Agreement
is hereby replaced in its entirety with the following:
"a. As compensation for services rendered by Employee as an employee of
Employer, Employer shall pay Employee a monthly base salary of Fourteen
Thousand Five Hundred Eighty-Three and 33/100 Dollars ($14,583.33) (the
"Base Salary"). Such compensation shall be payable in equal semi-monthly
installments or in the manner and on the timetable which Employer's payroll
is customarily handled or at such intervals as Employee and Employer may
agree from time to time.
"b. In addition to receiving the Base Salary provided for in Section
3(a), Employee shall be entitled to a bonus equal to twelve and one half
(12 1/2%) of Employee's annualized Base Salary (the "Bonus"). The Bonus
shall be earned if, and only if, Employee has met the criteria set by
Employer for the Term. In connection therewith, Employer agrees that prior
to April 30, 2000, it shall set criteria for Employee's Bonus to be earned
during the Term and shall communicate such criteria to Employee in writing.
If Employee successfully meets the criteria established by Employer (in the
discretion of Employer), Employer shall pay to Employee the Bonus at the
end of the Term.
"c. Employee shall be entitled to be reimbursed by Employer for all
reasonable and necessary expenses incurred by Employee in carrying out
Employee's duties under this Agreement in accordance with Employer's
standard policies regarding such reimbursements.
"d. Employee shall be entitled during the Term, upon satisfaction of
all eligibility requirements, if any, to participate in all health, dental,
disability, life insurance and other benefit programs now or hereafter
established by Employer which cover substantially all other of Employer's
employees and shall receive such other benefits as may be approved from
time to time by Employer.
"e. Employee shall be entitled to receive one week of paid vacation
during the Term and shall be entitled to receive paid holidays as enjoyed
by all other employees of Employer.
"f. Employee shall be entitled to receive an automobile allowance of
$750 per month, payable on the first day of each month during the Term.
Employee shall be responsible for paying all costs related to ownership of
Employee's vehicle, including maintenance and repairs, insurance and fuel."
4. NO STOCK OPTIONS. Section 5 of the L&H Employment Agreement is hereby
replaced in its entirety with the following:
"Except as otherwise agreed to by Employee and Employer, Employee shall not
be entitled to receive any stock options of Employer pursuant to this
Agreement."
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5. TERMINATION OF EMPLOYMENT.
a. Sections 6.a. and 6.e. of the L&H Employment Agreement are hereby
deleted in their entirety.
b. Section 6.f. of the L&H Employment Agreement is hereby replaced in
its entirety with the following:
"Employer shall have the right to terminate Employee's employment hereunder
without prior notice and without cause; provided, however, in such event,
Employee shall continue to receive his Base Salary for the remaining
portion of the Term. In such event, Employee shall not be eligible to
receive the Bonus for any quarter beyond the quarter in which Employee's
employment is terminated."
6. NOTICES. Employer's address for notice in Section 14 of the L&H
Employment Agreement is hereby replaced in its entirety with the following:
"If to Employer, at: Applied Voice Recognition, Inc.
0000 Xx. Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: President
Facsimile No.: (000) 000-0000
"With a copy to: Xxxxx & Xxxxxx
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: J. Xxxxxxx Xxxxx, Esq.
Facsimile No.: (000) 000-0000"
7. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Texas.
8. ENTIRE AGREEMENT; AMENDMENTS. This Agreement sets forth the entire
understanding of the parties hereto. This Agreement may not be amended or
modified except by a written instrument executed by the parties hereto.
9. BINDING ON SUCCESSORS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns.
10. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, but all of which shall
constitute one and the same agreement.
EXECUTED this 5th day of March, 2000, to be effective as of the Effective
Date.
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EMPLOYER:
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APPLIED VOICE RECOGNITION, INC., d/b/a x-XXXX.xxx
By: /s/ Xxxxxxx X. Xxxxxxxx
_______________________________________
Xxxxxxx X. Xxxxxxxx, President
EMPLOYEE:
--------
/s/ H. Xxxxxx Xxxxxxx
_____________________________
H. XXXXXX XXXXXXX
Signature Page to
Employment Agreement
(H. Xxxxxx Xxxxxxx)
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