SOFT-EX COMMUNICATIONS LIMITED AND IAN SPARLING EMPLOYMENT AGREEMENT
Exhibit 10.1
SOFT-EX COMMUNICATIONS LIMITED
AND
XXX XXXXXXXX
1
THIS AGREEMENT is effective 01 May 2014 and made
between:
(1)
Soft-ex
Communications Limited, the “Company”
(2)
Xxx Xxxxxxxx, the
Chief Executive Officer, “CEO”
IT IS HEREBY AGREED as follows:
1. DEFINITIONS
1.1 In this Agreement
the following expressions have the following meanings and cognate
words are to be construed accordingly:
the
Board means the board of
directors of the Company;
the
Compensation Committee means
the Compensation Committee of the Board of Directors of WidePoint
Corporation;
A
resignation by CEO shall not be deemed to be voluntary and shall be
deemed to be a resignation with Good Reason if it is based upon (i) a
material diminution in CEO’s title, duties, responsibilities,
authority or salary; (ii) a material reduction in bonus target or
benefits; (iii) a requirement that the CEO relocate; or (iv) the
Company’s material breach of this Agreement, provided that
CEO cannot terminate CEO’s employment for Good Reason unless
CEO has provided written notice to the Company of the existence of
the circumstances providing grounds for termination for Good Reason
within 90 days of CEO’s knowledge of the initial existence of
such grounds and the Company has had at least 30 days from the date
on which such notice is provided to cure such circumstances if they
are susceptible to cure. If CEO does not terminate CEO’s
employment for Good Reason within 180 days after the first
occurrence of the applicable grounds, then CEO will be deemed to
have waived CEO’s right to terminate for Good Reason with
respect to such grounds.
Group means the Company and its
Subsidiaries;
Subsidiary has the meaning given to that
expression in section 155 of the Companies Act, 1963;
and
WidePoint Companies shall mean the
Companies, WidePoint Corporation and any direct or indirect
Subsidiary of WidePoint Corporation.
Headings are
inserted for convenience only and do not affect the construction of
this Agreement and where the context so admits the singular
includes the plural and vice versa.
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2. EMPLOYMENT
2.1 The CEO shall serve
the Company and any other members of the Group as may be required
by the Board (together the “Companies”) subject to the terms
and conditions hereinafter contained until the CEO’s
appointment hereunder is terminated as hereinafter
provided.
3. RESPONSIBILITIES
3.1 The CEO shall
perform the duties and be entitled to exercise the powers which are
from time to time assigned to him or vested in him by the Board,
whether or not those duties shall be of a nature normally performed
by an employee holding the position of the CEO.
3.2 The CEO shall,
unless prevented by illness or if otherwise agreed by the Board,
devote the whole of his business time and attention to his duties,
and to the business of the Companies, other than those specifically
approved by the Board, and shall well and faithfully serve and use
his best endeavours to promote the interests of the Companies at
all times.
3.3 The CEO shall use
his reasonable endeavors to promote, develop, and extend the
business and interests of the Companies, and at all times and in
all respects to conform to and comply with the proper and
reasonable directions and regulations of the Board.
3.4 The CEO shall give
to the Board and/or to such persons as it may direct such
information and such explanations regarding the affairs of any of
the Companies as the Board may require.
3.5 The CEO’s
principal base of operation is within the Republic of Ireland but
he shall travel to such places (whether within or outside the
Republic of Ireland) in such manner and on such occasions as the
Board may from time to time reasonably require.
4. REMUNERATION
4.1 The Company shall
pay to the CEO an annual salary (paid monthly in arrears) of
€200,000.00. The payment of such salary shall be net of PAYE
and PRSI payments and all other statutory deductions required by
law.
4.2 The
salary payable to the CEO hereunder is the minimum salary payable
and shall be reviewed annually in each calendar year on or before
1st May by
the Board and the Compensation Committee against the background of
inflation, national wage agreements and job enlargement (if any) in
that calendar year. Any increase in salary agreed between the
Company and the CEO will not affect the remainder of the terms of
this Agreement which will remain in full force and effect
notwithstanding such increase. The CEO
shall also be eligible to receive annual bonus compensation of 50%
of annual salary with potential to earn up to 100% of annual
salary, as determined in the sole discretion of the Board and the
Compensation Committee, with such bonus compensation and criteria
to be reviewed by the Board and Compensation Committee on an annual
basis.
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4.3 The CEO shall
receive an annual car allowance that will be subject to tax as
income. This annual allowance shall amount to €16,500 pa (to
be adjusted for annual inflation on an annual basis) and the
Company will reimburse all business mileage, at prevailing
recommended Revenue guidelines. Appropriate documentation as
required by the Revenue should be maintained by the CEO. The
allowance shall be paid in equal monthly installments and shall be
subject to all applicable taxes.
4.4 All expenses of the
CEO properly incurred and vouched during the course of his
employment shall be reimbursed by the Company.
4.5 The CEO shall
remain a member of the Company’s employee benefit plan
relating to income continuance and death-in-service benefits, and
will remain a member of the Company’s pension scheme. The
Company will contribute up to €15,000 pa to the
Company’s pension scheme and the CEO is required to
contribute a minimum of 3% of the CEO’s pensionable salary to
the Company’s pension scheme.
4.6 The CEO will be
eligible to participate in profit sharing schemes and
performance-related bonus schemes of the Company which will be
administered by the Board and the Compensation Committee.
Entitlement in this regard lies exclusively at the discretion of
the Board and the Compensation Committee.
4.7 The Company shall
grant to CEO fifty thousand (50,000) restricted shares of common
stock of WidePoint Corporation, with the vesting of the
restrictions on such shares being performance-based, with such
performance goals to be agreed upon by WidePoint Corporation and
CEO. The restricted shares of common stock shall be evidenced by a
restricted stock agreement between the CEO and WidePoint
Corporation.
4.8 The Company shall
discharge health insurance premiums for the CEO in accordance with
Plan B of the Voluntary Health Insurance Board.
4.9 The Company shall
disburse all telephone rental and charges incurred by the CEO.
The Company shall pay the reasonable
costs of broadband internet service supplied to the CEO’s
primary residence.
4.10 The
Company shall also pay the annual costs of subscription to Woodbook
Golf Club (“Annual Golf Subscription”) and Chartered
Accountants Ireland.
5. ANNUAL
HOLIDAYS
The CEO
is entitled to annual holidays of 25 working days. Public holidays
are in addition to annual holidays together with any other holidays
granted by the Company to employees as a whole.
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6. WORKING
HOURS
The
CEO’s hours of work will be 9.00 a.m. - 5.30 p.m., Monday
– Friday, included is a one hour lunch break and a ten minute
break in the morning and afternoon. These times may vary for
individual and operational reasons. The CEO’s work is of such
a nature that from time to time the CEO may be required to work
such additional hours as are necessary to complete particular
tasks, and for no additional payment.
7. REASONABLENESS
OF RESTRICTIONS
The CEO
recognizes and agrees that, whilst performing the CEO’s
duties for the Companies the CEO will have access to and come into
contact with trade secrets and confidential information belonging
to the WidePoint Companies and will obtain personal knowledge of
and influence over its or their customers and/or employees. The CEO
therefore agrees that the restrictions contained in this Agreement
are reasonable and necessary to protect the legitimate business
interests of the WidePoint Companies and related entities both
during and after the termination of the CEO’s
employment.
8. CONFIDENTIALITY
8.1 The CEO will not,
except as authorised or required by the CEO’s duties, reveal
to any person, persons or company any information of a confidential
or proprietary nature, including (without limitation) any trade
secrets, computer programs, software designs, diagrams or methods,
secret or confidential operations, processes or dealings or any
information concerning the organisation, business, finances,
transactions or affairs of the WidePoint Companies or related
entities or their existing or potential customers which may come to
the CEO’s knowledge during the period of the CEO’s
employment with the Company, including any such information which
came to the CEO’s knowledge during his employment as Chief
Executive Officer of Soft-Ex Holdings Limited (“Confidential Information”). The
CEO will keep all Confidential Information entrusted to the CEO
completely secret and will not use or attempt to use any
Confidential Information in any manner which may injure or cause
loss either directly or indirectly to the WidePoint Companies or
their existing or potential customers or its or their business or
businesses, or may be likely so to do. This restriction will
continue to apply after the termination of the CEO’s
employment without limit in point of time but will cease to apply
to information or knowledge which may reasonably be said to have
come into the public domain other than by reason of breach of the
provisions of this Agreement.
8.2 The CEO will not
during the term of the CEO’s employment with the Company make
otherwise than for the benefit of the Company any notes or
memoranda relating to any matter within the scope of the business
of the WidePoint Companies or related entities or their existing or
potential customers or concerning any of the dealings or affairs of
any such company nor will the CEO either during the term of the
CEO’s employment with the Company or afterwards use or permit
to be used any such notes or memoranda otherwise than for the
benefit of the Company, it being the intention of the parties that
all such notes or memoranda made by the CEO will be the property of
the Company and left at its offices upon the termination of the
CEO’s employment with the Company.
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8.3 On termination of
the CEO’s employment hereunder, the CEO shall deliver to the
Company all documents, papers, notes and other media of any
description (including, without limitation, computer programs) in
the CEO’s possession or under the CEO’s control which
relate in any way to the affairs of the WidePoint Companies (or any
of them) or to property in which the WidePoint Companies (or any of
them) have an interest, and the CEO shall not retain any copies
thereof.
9. INTELLECTUAL
PROPERTY
9.1 In this clause 9,
“IP” means all
intellectual property rights of whatever nature,
including:
(a) copyright
(present and future), moral rights, patents, trademarks, design
rights and database rights (whether or not any of these is
registered and including any applications for registration of any
such rights);
(b) know-how,
Confidential Information and trade secrets and all rights or forms
of protection of a similar nature or having similar effect to any
of these which may exist anywhere in the world;
(c) concept,
discovery, invention, process, procedure, development or
improvement in process or procedure;
(d)
data, design,
formula, model, plans, drawings, documentation, database, computer
program or software (including related preparatory and design
materials) whether registrable or not and whether or not copyright
or design rights subsist in it; and
(e)
any idea, method,
information or know-how which is made, discovered, created or
generated by the CEO whether alone or with others and whether or
not in the course of the CEO’s employment which relates to or
affects the business of the Company or which is capable of being
used or adapted for use in connection with the
Company.
9.2 The CEO will
immediately disclose to the Board any discovery or invention or
process or improvement in procedure made or discovered by the CEO
(whether or not in conjunction with any other person or persons)
while in the employment of the Company in connection with or in any
way affecting or relating to the business of the Company or capable
of being used or adapted for use therein or in connection therewith
(“Inventions”).
All Inventions will belong solely to the Company or such other
person, persons or company as the Company may nominate for the
purpose.
9.3 Any IP developed in
whole or in part by the CEO during or in connection with the
CEO’s employment with the Company will immediately vest in
the Company (or a nominee of the Company where the Company
requires) absolutely.
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9.4 If and whenever
required so to do (whether during or after the termination of the
CEO’s employment) the CEO will without charge and at the
expense of the Company or its nominee apply or join in applying for
letters patent or other form of protection for any IP referred to
in this clause 9 and execute all instruments and do all things
considered necessary in the absolute discretion of the Company in
relation to the said IP including vesting all right and title to
such IP when obtained in the Company (or its nominee) as sole
beneficial owner, or in such other person as the Company may
require.
9.5 If the rights in
the IP belong to the Company or are capable of doing so, the CEO
will act as trustee for the Company in relation to
them.
9.6 The CEO hereby
irrevocably and unconditionally waives in favour of the Company the
moral rights conferred on the CEO by the Copyright and Related
Rights Xxx 0000 to 2007 in respect of any IP in which the copyright
is vested in the Company under this clause or otherwise. The CEO
may not under any circumstances exercise any IP against the Company
or any of the WidePoint Companies or associated companies or any
nominee of any of them.
9.7 If requested by the
Company, whether during the CEO’s employment or when the
CEO’s employment with the Company ceases, the CEO will, at
the expense of the Company, do everything reasonably required by
the Company (including executing documents) to:
(a) Protect
all current and future rights in the IP (by applying for letters
patent or other appropriate form of protection) in Ireland or any
other part of the world;
(b) Vest,
transfer or assign such protection or right as the case may be to
the Company or its nominee with full title guarantee and the right
to xxx for past infringement and recover damages; and
(c) Provide
all reasonable assistance as the Company may require to obtain,
maintain or enforce rights to the IP.
9.8 The CEO
unconditionally and irrevocably appoints the Company to be the
CEO’s attorney in the CEO’s name and on the CEO’s
behalf to execute and do any such instruments or things and
generally to use the CEO’s name for the purpose of giving to
the Company (or its nominee) the full benefit of the provisions of
this clause 9. A certificate in writing signed by any executive or
the Secretary of the Company that any instrument or act falls
within the authority conferred in this clause 9.8 will be
conclusive evidence that such is the case in favour of a third
party.
9.9 By signing this
Agreement the CEO acknowledges for the avoidance of doubt that any
discovery, invention, process or improvement in procedure made or
discovered by the CEO, any IP rights in any material created by the
CEO and any preparatory or specification documents and materials
created by the CEO in the course of the CEO’s employment with
or engagement by the Company or any related entity during the
period prior to the date of this Agreement is (and has been from
the beginning) the property of and vests solely and absolutely in
the Company and that the CEO shall disclose such immediately to the
Company to the extent not already explicitly disclosed to the
Company. The CEO also acknowledges that any rights of action which
have accrued or will accrue vest solely and absolutely in the
Company. The CEO agrees that at no time will the CEO attempt to
assert any rights or make any claim in respect of any such IP
rights against the Company or its licensees or successors in
title.
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9.10 For
the avoidance of doubt, the termination of this Agreement (for
whatever reason) shall not affect the operation of this clause
9.
10. TERMINATION
10.1 The
Company may terminate the CEO’s employment hereunder on not
less than 9 months ’ prior notice and the CEO may terminate
his employment on not less than 3 months’ prior
notice.
10.2 (i)
The Company may terminate the CEO’s employment hereunder at
any time by notice, with immediate effect, and (ii) the CEO may
terminate the CEO’s employment hereunder at any time by
notice, with immediate effect, for Good Reason (provided that the
notice and cure provisions set forth in the definition of Good
Reason above are satisfied), in each instance provided that the
Company shall continue to pay to the CEO the remuneration set forth
in Clause 4 of this Agreement and any accrued bonuses for a period
of 9 months following any such termination by the Company (which
shall be increased to 12 months following any such termination if
such termination occurs within ninety (90) days prior to or twenty
four (24) months following a Change of Control (as such term is
defined in the WidePoint Corporation 2017 Omnibus Incentive Plan)
of WidePoint Corporation or Soft-ex); provided, further, that in
the event that the Annual Golf Subscription shall come due during
such 9-month (or 12-month, as applicable) period, the Company shall
only be liable to the CEO for a sum equal to the amount of such
Annual Golf Subscription multiplied by a fraction, the numerator of
which shall be the number of months during such 9-month period (or
12-month, as applicable) for which the payment of the Annual Golf
Subscription shall be effective and the denominator of which is
12.
10.3 The
Company may be entitled at its discretion after any notice is given
under clause 10.1 or 10.2 to require the CEO to remain away from
the places of business of the Companies during all or any part of
the unexpired period of the notice, in which event the CEO shall
comply with any reasonable conditions laid down by the Company
during such period.
10.4 The
CEO acknowledges that the terms of this Agreement are significantly
more commercially beneficial to him than the terms of the
employment agreement between Soft-Ex Holdings Limited and the CEO
dated 19th
June 2007 (“the 2007 Agreement”) which latter agreement
is now determined. The CEO hereby acknowledges that he has no claim
against Soft-Ex Holdings Limited or any Group Company as defined in
the 2007 Agreement.
10.5 If
the CEO:
10.5.1 is
declared a bankrupt or applies for protection against his creditors
generally;
10.5.2 is
guilty of any fraud, serious misconduct or willful neglect to carry
out his duties hereunder or commits any serious or repeated breach
of this Agreement continued after warning;
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10.5.3 is
guilty of any serious repeated breach of non-observance of any of
the stipulations contained in the Articles of Association of the
Company or the provisions of the Companies Acts, 1963 to
1990;
10.5.4 is
convicted of any offence under Part V of the Companies Act, 1990 or
any other present or future statutory enactment or regulations
relating to insider dealing;
10.5.5 ceases
to be a director of any company by virtue of any provision of the
Companies Acts, 1963 to 1990 (as the same may be amended from time
to time) or he becomes subject to any declaration or order made by
a court of competent jurisdiction restricting or disqualifying him
from being a director of any company;
10.5.6 in
the opinion of a majority of the Board becomes incapable by reason
of mental disorder of discharging his duties as a director or
employee of the Company or any other of the Companies;
10.5.7 is
convicted of any indictable offence (other than an offence under
the road traffic legislation for the time being in force for which
a penalty of imprisonment is not enforced);
10.5.8 engages
in any conduct which brings or is likely to bring serious discredit
upon the Company;
10.5.9 persistently
refuses to obey lawful instruction(s) from the Board or abandons the CEO’s duties
without authorisation from the Board; or
10.5.10 materially
or repeatedly breaches any other policy or procedure of the Company
from time to time,
the
Company may terminate the CEO’s employment hereunder by
notice with immediate effect without compensation, and such
termination will be without prejudice to any other rights and
remedies of the Company in respect of any breach of this
Agreement.
10.6 In
any case where the Company is entitled to give a notice of
termination under clause 10.5, it will be entitled instead to
suspend the CEO, either on full or part pay, or without payment of
salary and with or without the benefits or other perquisites
arising hereunder including (without limitation) the benefits,
expenses and perquisites referred to in clause 4.
10.7 In
the event of notice of termination by either party, the Company may
request the CEO to take “garden leave” and not to
attend for work or perform duties during all or part of the notice
period. However, during that time the CEO will continue to be
employed by the Company and owe duties of fidelity and good faith
to the Company and will remain bound by the terms of this
Agreement. Alternatively, in the event of notice by the CEO, the
Company may terminate the employment immediately by paying the CEO
in lieu of such notice period.
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10.8 The
Company reserves the right to deduct from the CEO’s final
salary any monies due and owing by the CEO to the Company. Where
holidays have been taken by the CEO in excess of any holiday
entitlement accrued by the CEO up to the termination of the
CEO’s employment, the amount of salary paid to the CEO in
respect of such excess holidays taken may be deducted by the
Company from any salary due.
11. ILLNESS
11.1 The
CEO shall continue to be paid during absence due to incapacity as a
result of sickness or accident (such payments to be inclusive of
any statutory sick pay or State benefits to which he may be
entitled) for a total of up to 26 weeks in any one year of
employment under this Agreement. Thereafter, the CEO shall continue
to be paid salary solely at the discretion of the
Company.
11.2 If
the incapacity is or appears to be an occasion of actionable
negligence of a third party in which damages are or may be
recoverable, the CEO shall immediately notify the Board of that
fact and of any claim, compromise settlement or judgment made or
awarded in connection with it, and shall give to the Board all
particulars which the Board may reasonably require and shall, if
required by the Board, refund to the Company that part of any
damages recovered related to the loss of earnings for the period of
the incapacity as the Board may reasonably determine, provided that
the amount to be refunded will not exceed the amount of damages or
compensation recovered by him less any cost borne by the CEO in
connection with the recovery of such damages or compensation and
will not exceed the total remuneration paid to him by way of salary
in respect of the period of the incapacity.
11.3 If
the CEO is unable to carry out his duties hereunder for a period of
26 consecutive weeks or for periods totaling 182 days during any
twelve consecutive calendar months due to illness, incapacity or
for any other reason beyond his control, the Company will be
entitled to treat this Agreement as frustrated and accordingly
terminated. For the avoidance of doubt any termination of this
Agreement pursuant to this clause 11.3 will be without prejudice to
any entitlement which the CEO may have to permanent health
insurance benefits under the Company’s pension
scheme.
12. OFFICE
OF DIRECTOR
Upon
the termination of his employment hereunder, the CEO shall
forthwith resign from his directorships of any members of the Group
of which he is for the time being a director. The Company is
accordingly irrevocably authorised to appoint some person in his
name and on his behalf to execute all documents and to do all
things requisite to give effect to such resignations.
12.1 During
his employment under this Agreement the CEO shall not:
12.1.1 voluntarily
do or refrain from doing any act whereby his office as a director
of the Company is or becomes liable to be vacated; or
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12.1.2 do
anything that would cause him to be disqualified from continuing to
act as a director.
12.2 Upon
the termination by whatever means of this Agreement (save if the
Company and the CEO enter into a further contract of employment)
the CEO shall at the request of the Company immediately resign from
office as a director of the Company and from such offices held by
him in any other members of the Group as may be so requested,
without claiming compensation, and deliver to the Company a letter
under seal to this effect in a form approved by the Company and, in
the event of his failure to do so, the Company is hereby
irrevocably authorised to appoint some person in his name and on
his behalf to sign whatever such letters of resignation from the
Company and other members of the Group of which the CEO is at the
material time a director or other officer and to do such other
things as are reasonably necessary to give effect to such
resignations.
12.3 The
CEO shall not, without the consent of the Company, at any time
thereafter represent himself still to be connected with the Company
or any members of the Group in any respect.
13. MEDICAL
CLEARANCE
The
Company reserves the right to call for a medical examination to
determine the CEO’s fitness to work on general or specific
duties at any time.
14. GRIEVANCE
AND DISCIPLINARY PROCEDURE
14.1 The
CEO shall refer any grievance about his employment hereunder in
writing to the Board.
14.2 All
disciplinary matters relating to the CEO will be dealt with by the
Board. In considering any such matters, the Board will ensure that
any matters of concern will be brought to the CEO’s attention
and an opportunity given for an explanation before any decision is
made as to the form (if any) of disciplinary action to be
applied.
15. NOTICES
Any
notice, request, demand, waiver, consent, approval or other
communication which is required or permitted hereunder shall be in
writing and shall be deemed given only if delivered personally or
by internationally-recognized courier service (with receipt
acknowledged), as follows:
If to
the Company, to:
c/o
WidePoint Global Solutions, Inc.
Attention: Xxx
Xxxx
0000
Xxxxx Xxxxxx Xxxxx, Xxxxx 000
XxXxxx,
Xxxxxxxx 00000
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If to
CEO, to:
Xxx
Xxxxxxxx
000
Xxxxxxxxxxx Xxxxxx
Xxxxxxxxx
Xx
Xxxxxx
Xxxxxxx
or such
other address as the addressee may have specified in a notice duly
given to the sender as provided herein.
16. MISCELLANEOUS
16.1 This
Agreement supersedes all prior representations, arrangements,
understandings and agreements between the parties hereto relating
to the subject-matter hereof, and sets forth the entire, complete
and exclusive agreement and understanding between the parties
relating to the subject matter hereof; no party has relied on any
representation, arrangement, understanding or agreement (whether
written or oral) not expressly set out or referred to in this
Agreement.
16.2 It
is agreed by and between the parties hereto that the parties will,
in the light of circumstances prevailing from time to time,
consider modifications or alterations to the within Agreement and,
in the event of any such modifications and alterations being agreed
between the parties hereto, then and in that event the said
modifications and/or alterations shall be recorded as addenda of
the within Agreement and shall be executed by the parties hereto.
No amendment, change or addition to the terms of this Agreement
shall be effective or binding on either party unless reduced to
writing and executed by both parties.
16.3 This
Agreement will be governed by and construed in accordance with the
laws of Ireland, including its rules as to the conflict of laws and
is subject to the exclusive jurisdiction of the Courts of the
Republic of Ireland.
16.4 This
Agreement may be executed in any number of counterparts and any
party hereto may execute any such counterpart, each of which when
executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the
same agreement. This Agreement shall become binding when one or
more counterparts taken together shall have been executed and
delivered by the parties. It shall not be necessary in making proof
of this Agreement or any counterpart hereof to produce or account
for any of the other counterparts. This Agreement, to the extent
signed and delivered by means of a facsimile machine or other
electronic transmission (including .pdf files), shall be treated in
all manner and respects and for all purposes as an original
agreement and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered
in person.
16.5 Whenever
possible, each provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable law. The
parties agree that (i) the provisions of this Agreement shall be
severable in the event that any of the provisions hereof are for
any reason whatsoever invalid, void or otherwise unenforceable,
(ii) such invalid, void or otherwise unenforceable provisions shall
be automatically replaced by other provisions which are as similar
as possible in terms to such invalid, void or otherwise
unenforceable provisions but are valid and enforceable and (iii)
the remaining provisions shall remain enforceable to the fullest
extent permitted by law.
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16.6 This
Agreement is intended to bind and inure to the benefit of and be
enforceable by the CEO and the Company, and their respective
successors and assigns. The CEO may not assign the CEO’s
rights or delegate the CEO’s obligations hereunder without
the prior written consent of the Company. The Company may assign
its respective rights and delegate its duties hereunder without the
consent of the CEO to any member of the Group or other affiliate of
the Company.
16.7 If
either party breaches this Agreement, the prevailing party shall be
entitled to recover costs, including reasonable attorneys’
fees, from the non-prevailing party.
17. POST-TERMINATION
RESTRICTIONS
17.1 For
the purposes of this clause 17 the following words have the
specified meanings:
“Company Business” shall mean the
full range of business activities heretofore carried on by the
Company, its Subsidiaries or its associated entities, including but
not limited to developing, marketing and distributing telecom data
intelligence hosting services for mobile and fixed operators,
managing telecom data, developing and innovating telecom data
management software and performing related services, including
telecom expense management services, and selling and distributing
same worldwide with particular emphasis on Ireland and the United
Kingdom.
“Restricted Period” shall mean the
period commencing from the date of termination of the CEO’s
employment under this Agreement (for whatever reason) and
continuing for twelve (12) months thereafter (such period to be
reduced by any period of “garden leave” as described in
clause 10.7 hereof); provided, however, that if for whatever reason
the twelve (12) months is considered unreasonable by a court of
competent jurisdiction, the Restricted Period shall mean six (6)
months.
“Restricted Territory” shall mean
Ireland and the United Kingdom.
17.2 The
CEO acknowledges and agrees that all of the restrictions contained
herein are reasonable and necessary to protect the under listed
proprietary interests of the Company:
(a) Trade
secrets and confidential information.
(b) Trade
connections.
(c) Existing
employees.
(d) The
Company’s IP.
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17.3 Upon
the termination of the CEO’s employment hereunder howsoever
arising, the CEO will not for the duration of the Restricted Period
and within the Restricted Territory either directly or indirectly
(without the prior written consent of the Company):
(a)
Canvass, solicit or
approach or cause to be canvassed, solicited or approached for
orders any person, firm or company who at any time during the
twelve months immediately preceding the date of termination of the
CEO’s employment is or was:
(i)
in negotiation for
the supply of goods or services with the Company or any Subsidiary;
or
(ii)
A client or
customer of the Company; or
(iii)
In the habit of
dealing with the Company where the orders relate to goods and/or
services which are competitive with or of the type supplied by the
Company and where the CEO acting in the course of the CEO’s
duties dealt or had contact with the person, firm or company during
the twelve (12) months immediately preceding the date of
termination.
(b)
Solicit or entice
or endeavour to solicit or entice away from the Company or employ
or engage, whether on the CEO’s own behalf or on behalf of
others, any person who is or was employed or engaged by the Company
in an executive, senior manager, technical or sales
capacity at any time
during the twelve (12) month period immediately preceding the date
on which the CEO’s employment with the Company terminated;
or
(c) Interfere
or seek to interfere with the supply and/or continuation of such
supply and/or the terms of such supply to the Company of any goods
or services by any supplier who is key to the Company’s
business interests who, during the twelve months preceding the date
of the CEO’s termination, supplied goods or services to the
Company, being a supplier of goods or services with whom during
such twelve-month period the CEO had dealings of a material
kind.
17.4 The
CEO agrees that the Company may seek equitable remedies to enforce
the restrictions contained in this Agreement in addition to any
other legal remedies it has.
17.5 Each
of the restrictions set out in this clause 17 is an entirely
separate, severable and independent restriction and all such
restrictions shall (without prejudice to their generality) apply to
any action taken by the CEO whether as agent, representative,
principal, employee, consultant or as a director or other officer
of any company, or by any company controlled by the CEO or any
associate of the CEO.
17.6 In
the event that any of the restrictions contained in clause 17
herein are adjudged by a court of competent jurisdiction to go
beyond what is reasonable, in all the circumstances, for the
protection of the legitimate interests of the Company, its
Subsidiaries or related entities but would be adjudged reasonable
if any particular restriction or restrictions, or part thereof,
were deleted or amended in any manner, then the restrictions in
question shall apply with such deletions or amendments as may be
decided by a court of competent jurisdiction, without affecting the
remaining provisions thereof.
17.7 For
the avoidance of doubt, the termination of this agreement (for
whatever reason) shall not affect the operation of this clause
17.
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LEFT INTENTIONALLY BLANK]
14
IN
WITNESS WHEREOF this Agreement has been entered into on the date
first herein written:
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SIGNED on behalf of
the
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Company in the
presence
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of:
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Xxxx
Xxxxx
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Signature
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CFO, WidePoint
Corporation
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President & CEO
WidePoint Corporation
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Title
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SIGNED by the
CEO
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in
the presence of:
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Signature
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