EMPLOYMENT AGREEMENT
THIS Employment Agreement ("Agreement") is made and entered into this 23rd
day of June, 1997, by and between Xxxxx X. Xxxxxxxxxxx ("Employee") and Brite
Voice Systems, Inc. ("Brite").
WHEREAS, Brite has elected to relocate Employee to its new headquarters
facility in Heathrow, Florida; and
WHEREAS, Brite wishes to provide certain inducements to Employee to
relocate to Brite's Heathrow, Florida area headquarters;
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and in consideration of the
covenants and obligations herein contained, the parties hereto agree as
follows:
1. EMPLOYMENT AND DUTIES. From and after July 1, 1997, ("Commencement
Date") Brite shall employ Employee as Chief Financial Officer.
Employee shall report to Brite's President or as the President may
otherwise direct. Employee shall use his best and most diligent
efforts on a full time, exclusive basis to promote the best interests
of Brite.
2. COMPENSATION AND BENEFITS.
A. SALARY. Employee's initial annual salary shall be $176,400
("Base Salary") payable pursuant to Brite's customary payroll policies in
force at the time of payment.
B. BONUS. For each year of employment commencing with calendar
year 1997, Employee will be entitled to participate in an incentive
compensation program which shall be based on the performance of Employee
measured against performance targets established for Employee. For
calendar year 1997, such bonus program shall provide for aggregate bonus
compensation of $58,000 if targeted performance is attained, and
additional bonus compensation, not to exceed an additional $58,000, upon
the attainment of performance levels above the target performance goal.
For years subsequent to calendar year 1997, Employee will be entitled to
participate in such incentive compensation programs as shall be
established for other employees of Brite holding positions of similar
responsibility.
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C. BENEFITS. Employee will be entitled to participate in Brite's
standard benefits provided to other employees having similar
responsibilities with Brite, as established and/or modified by Brite from
time to time, including, but not limited to, paid vacation time, life
insurance, health insurance and dental insurance. In addition, Employee
shall be paid an automobile allowance of $3,600 per year.
D. BUSINESS EXPENSES. Pursuant to Brite's customary policies in
force at the time of payment, Employee shall be promptly reimbursed
against presentation of vouchers or receipts, for all authorized expenses
properly incurred by him in the performance of his duties hereunder.
3. TERMINATION.
A. TERMINATION FOR CAUSE. If Employee's employment is terminated
and such termination is a Termination for Cause, Employee shall be
entitled to payment of his Base Salary to the date of termination, accrued
bonus (if any) and benefits existing at the time of termination of his
employment. Termination for Cause means one or more of: (i) voluntary
termination of employment by Employee for any reason; (ii) the death of
Employee; (iii) Employee having been unable to render services required of
him hereunder for a consecutive period of six months or for any period in
the aggregate of six months in any twelve month period because of a
serious and continuing health impairment, which impairment will most
likely result in Employee's continued inability to render the services
required of him hereunder; (iv) Employee's misappropriation of corporate
funds; (v) Employee's conviction of a felony; (vi) Employee's conviction
of any crime involving theft, dishonesty, or moral turpitude; (vii)
Employee's failure to devote substantially his full business time to Brite
as provided in Section 1 hereof; (viii) falsification of any material
representation made by Employee to Brite; or, (ix) the commission by
Employee of a material breach of the terms of this Agreement.
B. TERMINATION OTHER THAN FOR CAUSE. If Employee's employment with
Brite is terminated and such termination is not a Termination for Cause,
Employee will be entitled to severance pay equal to one year of salary and
benefits, plus that portion of Employee's Base Salary, bonus and benefits
that had accrued as of the termination date. The foregoing payments and
benefits shall constitute full satisfaction of any and all payments or
benefits that might otherwise be due Employee hereunder.
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4. RELOCATION EXPENSES. Employee shall receive relocation expense
reimbursements in accordance with the relocation plan summary previously
provided to Employee. All unearned payments of relocation expenses made by
Brite, either directly to third party providers or reimbursements made to the
Employee, shall be reimbursed to Brite by Employee in the event that Employee's
employment is terminated prior to the end of the Employment Period, and such
termination is a voluntary termination of employment by Employee. Relocation
expenses will be deemed earned by Employee according to the following schedule:
Employment For Not Less Than Percent Earned
----------------------------- ---------------
6 months 50%
9 months 75%
12 months 100%
With respect to any calculation of the number of months of Employee's
employment for purposes of this Section 4, the first day of Employee's
employment at the Heathrow headquarters shall be the beginning date and the
corresponding day in each succeeding month shall constitute one month of
employment.
If Employee is required to make reimbursement to Brite as provided herein, any
such amount may be deducted by Brite from the last paycheck or any other
amounts owed by Brite upon Employee's termination. To the extent such amounts
are insufficient, Employee agrees to pay to Brite any remaining unpaid
relocation expenses required to be reimbursed hereunder.
5. NOTICES. Any notice permitted or required to be given under this
Agreement shall be sufficient if in writing and delivered personally or by
registered mail return receipt requested, if to Employee, at his residence
address as reflected in Brite's records, and if to Brite, to the attention of
President, Brite Voice Systems, Inc., 0000 Xxxx 00xx Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxx 00000. A party may change its address for receipt of notices by
complying with this section.
6. NON-DISCLOSURE OF TERMS. The terms of this Agreement are to be kept
confidential by Employee and shall not be disclosed by Employee to any third
party without the express written consent of Brite. Any breach of the
preceding sentence shall terminate Employee's right, if any, to receive payment
under Section 3(B).
7. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties in respect of its subject matter and supersedes all prior
agreements and understandings between the parties with respect to such subject
matter; provided, however, that the terms of any Confidentiality and Non-
compete Agreement theretfore entered into between the Employee and Brie shall
remain in effect unless expressly amended by the terms of a written agreement
between the Employee and Brite.
8. AMENDMENT; WAIVER. This Agreement may not be amended, supplemented,
canceled or discharged except by written instrument executed by the party
affected thereby. No failure to exercise, and no delay in exercising, any
right, power or privilege hereunder shall
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operate as a waive thereof. No waiver of any breach of any provision of
this agreement shall be deemed to be a waiver of any preceding or succeeding
breach of the same or any other provision.
9. BINDING EFFECT; ASSIGNMENT. The rights and obligations of this
Agreement shall bind an inure to the benefit of any successor of Brite by
reorganization, merger or consolidation or any assignee of all or substantially
all of Brite's business and properties. Employee's rights or obligations under
this Agreement may not be assigned by Employee, except that upon Employee's
death, all right to compensation hereunder shall pass to Employee's executor or
administrator.
10. HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
11. GOVERNING LAW; INTERPRETATION. This Agreement shall be construed in
accordance with, and governed for all purposes by, the laws and public policy
of the State of Florida applicable to contracts executed and to be wholly
performed with such State.
12. FURTHER ASSURANCES. Each of the parties agrees to execute,
acknowledge, deliver and perform, and/or cause to be executed, acknowledged,
delivered and performed, at any time and/or from time to time, as the case may
be, all such further acts, documents, transfers, conveyances, and/or assurances
as may be necessary and/or proper to carry out the provisions and/or intent of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
effective the date first above written.
BRITE VOICE SYSTEMS, INC.
By: /s/ X. X. Xxxxxxx
----------------------------
Name: X. X. Xxxxxxx
--------------------------
Title: CEO
-------------------------
EMPLOYEE
/s/ Xxxxx Xxxxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
/101712
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