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EXHIBIT 10.14
EMPLOYEE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT DESCRIBES THE BASIC LEGAL
AND ETHICAL RESPONSIBILITIES THAT YOU ARE REQUIRED TO OBSERVE AS AN EMPLOYEE
EXPOSED TO HIGHLY SENSITIVE TECHNOLOGY AND STRATEGIC INFORMATION IN PERFORMING
RESEARCH AND DEVELOPMENT. THE LAN SUPPORT GROUP, INC. BELIEVES THAT THIS
AGREEMENT STRIKES A FAIR BALANCE BETWEEN ITS INTERESTS AND PROGRAMMER'S NEEDS
AND EXPECTATIONS. THIS AGREEMENT IS LONG BECAUSE AN EFFORT HAS BEEN MADE TO
PROTECT BOTH THE YOU AND THE LAN SUPPORT GROUP, INC. BY BEING AS CLEAR AND
PRECISE AS POSSIBLE.
THIS AGREEMENT, effective as of the date shown below, by and between employer,
THE LAN SUPPORT GROUP ("LSG") and XXXXXX XXXXX ("Programmer"), as employee:
SECTION I
SCOPE OF DUTIES
1.1 EMPLOYMENT BY LSG AS SOLE OCCUPATION. Subject only to the
exceptions provided in this Agreement, Programmer agrees to devote Programmer's
full business time, attention, skill, and effort exclusively to the performance
of the duties that LSG may assign Programmer from time to time.
Programmer may engage in Personal Business Activities that do not require a
significant portion of Programmer's time and devotion as long as such
activities are not in conflict with any of LSG's interests. Personal Business
Activities include, but are not limited to, personal investment in the stock
market or real estate.
Other than the above Personal Business Activities, Programmer may not engage in
any other business activities or render any services of a business, commercial,
or professional nature, whether or not for compensation, for the benefit of
anyone other than LSG, unless LSG has given its consent in writing in advance.
It is the policy of LSG never to allow its personnel to work for any
competitive enterprise during their employment, including after hours, on
weekends, or during vacation time, even if only organizational assistance or
limited consultation is involved.
1.1a EXCEPTION OF EMPLOYMENT BY LSG AS SOLE OCCUPATION. Programmer
may devote an unlimited number of hours to supporting any obligations
Programmer may have prior to entering into this Agreement, for a period of
seven (7) days from December 6, 1993 (hereinafter referred to as "Initial
Exception Period"). Programmer may then devote up to five (5) hours per week
to supporting any obligations Programmer may have, prior to entering into this
Agreement for an additional sixty (60) days following the Initial Exception
Period. After the sixty (60) days have expired, Programmer may then devote up
to one (l) hour per week to supporting any obligations Programmer may have
prior to entering into this Agreement, for an additional twenty (21) months.
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1.2 NONINTERFERENCE WITH THIRD-PARTY RIGHTS. LSG is employing
Programmer with the understanding that (1) Programmer is free to enter into
employment with LSG and (2) only LSG is entitled to the benefit of Programmer's
work. LSG has no interest in using any other person's patents, copyrights,
trade secrets, or trademarks in an unlawful manner. Programmer should be
careful not to misapply proprietary rights that LSG has no right to use.
1.3 CONTINUANCE OF EMPLOYMENT. The faithful observance of this
Agreement by Programmer is, and shall remain, a condition to employment.
Programmer will give at least two weeks' notice in advance of any termination
by Programmer of employment.
Subject to the terms of section 4. COPYRIGHT ASSIGNMENT AND THE PROPOSED STOCK
OPTION CONDITIONS of the attached Supplement Letter to the Employment
Agreement, the following are the conditions for which LSG may terminate your
employment. Employment may be terminated immediately upon LSG's written notice
to you for Cause. Cause shall include the following:
a. any misconduct deemed unethical or detrimental to LSG;
b. conviction by final action of any court of any offense
punishable as a felony or involving moral turpitude;
c. your death;
d. for any unreasonable failure to perform assigned duties which
assignments shall be reasonable and clearly stated. You agree and
understand that your duties as defined in this Agreement and the
Supplement Letter to Employment Agreement (attached) are reasonable
and clearly stated.
SECTION 2
OWNERSHIP OF EMPLOYEE DEVELOPMENTS
2.1 OWNERSHIP OF WORK PRODUCT.
a. LSG shall own all Work Product (as defined in Section
2.2(e)). All Work Product shall be considered work made for hire by Programmer
and owned by LSG.
b. If any of the Work Product may not, by operation of law,
be considered work made for hire by Programmer for LSG, or if ownership of all
right, title, and interest of the intellectual property rights therein shall
not otherwise vest exclusively in LSG, Programmer agrees to assign, and upon
creation thereof automatically assign, without further consideration, the
ownership of all Trade Secrets (as defined in Section 3.2), U.S. and
international copyrights, patentable inventions and related patents and patent
applications if any, and other intellectual property rights therein to LSG, its
successors, and assigns.
c. LSG, it successors, and assigns, shall have the right to
obtain and hold in its or their own name copyrights, registrations, and any
other protection available in the foregoing.
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d. Programmer agrees to perform, upon the reasonable request
of LSG, during or after Programmer's employment, such further acts as may be
necessary or desirable to transfer, perfect, and defend LSG's ownership of the
Work Product. When requested, Programmer will:
Execute, acknowledge, and deliver any requested affidavits and
documents of assignment and conveyance;
Obtain and aid in the enforcement of copyrights and, if
applicable, patents with respect to the Work Product in any
countries;
Provide testimony in connection with any proceeding affecting
the right, title, or interest of LSG in any Work Product; and
Perform any other acts deemed necessary or desirable to carry
out the purposes of this Agreement.
LSG shall reimburse all reasonable out-of-pocket expenses incurred by
Programmer at Programmer's request in connection with the foregoing.
e. For purposes hereof, "Work Product" shall mean all
intellectual property rights, including all Trade Secrets, U.S. and
international copyrights, patentable inventions, discoveries and improvements,
and other intellectual property rights, in any programming, documentation,
technology, or other Work Product that relates to the business and interests of
LSG and that Programmer may conceive, develop, or deliver to LSG at any time
during the term of Programmer's employment. Work Product shall also include all
intellectual property rights in any programming, documentation, technology, or
other work product that is now contained in any of the products or systems,
including development and support systems, of LSG to the extent Programmer
conceived, developed, or delivered such Work Product to LSG prior to the date
of this Agreement while Programmer was engaged as an independent contractor or
an employee of LSG. Programmer hereby irrevocably relinquish for the benefit
of LSG and its assigns any moral rights in the Work Product recognized by
applicable law.
2.2 INVENTION ASSIGNMENT. LSG shall be the sole owner of any and all
"Discoveries" and "Work Product." Discoveries means all inventions,
discoveries, and improvements (including without limitation any information
relating to manufacturing techniques, processes, formulas, developments or
experimental work, work in progress, or business trade secrets), that are
related to LSG's business. Work Product means any and all other work product
relating to Discoveries and related to LSG's business.
A Discovery or Work Product is Related to LSG business if it is made
or conceived or reduced to practice by Programmer (in whole or in part, either
alone or jointly with others), whether or not potentially patentable or
copyrightable in the U.S. or elsewhere, and it: (a) involves equipment,
supplies, facilities, or trade secret information of LSG, or (b) involves the
time for which Programmer was compensated by LSG, or (c) relates to the
business of LSG or to its actual or demonstrably anticipated research and
development, or (d) results, in whole or in part, from work performed by
Programmer for LSG.
Programmer shall promptly disclose to LSG or its nominee all
Discoveries and Work Product. The terms "Discoveries" and "Work Product" are
intended to encompass Computer Software,
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which is defined to encompass all Computer Programs and associated
Documentation and all Copies thereof. All such disclosures shall include
furnishing complete and accurate copies of all Source Code, Object Code,
Documentation, work notes, test data, reports, samples, and other tangible
evidence or results (collectively referred to as "Tangible Embodiments") of
such Discoveries or Work Product. All Tangible Embodiments of any Discoveries
or Work Product shall be deemed to have been assigned to LSG as a result of the
act of expressing any Discovery or Work Product therein.
Programmer assigns and agrees to assign to LSG all his interest in any
country in any and all Discoveries and/or Work Product, whether such interest
arises under patent law, copyright law, trade-secret law, semiconductor chip
protection law, or otherwise. Without limiting the generality of the foregoing,
Programmer hereby authorizes LSG to make any desired changes to any part of any
Discovery or Work Product, to combine it with other materials in any manner
desired, and to withhold Programmer's identity in connection with any
distribution or use thereof alone or in combination with other materials.
This assignment and assignment obligation applies to all Discoveries
and/or Work Product arising during Programmer's employment, whether arising
before or after the execution of this Agreement.
At the request of LSG, Programmer shall promptly and without
additional compensation execute any and all patent applications, copyright
registration applications, waivers of moral rights, assignments, or other
instruments which LSG deems necessary or appropriate to apply for or obtain
Letters Patent of the United States or any foreign country or otherwise to
protect LSG's interest in such Discovery and/or Work Product.
In the event that LSG is unable for any reason to secure Programmer's
signature to any lawful and necessary document required or appropriate to apply
for or execute any patent application, copyright registration application,
waiver of moral rights, or other similar document with respect to any Discovery
and/or Work Product (including renewals, extensions, continuations, divisions,
or continuations in part), Programmer hereby irrevocably designates and
appoints LSG and its duly authorized officers and agents as his agents and
attorneys-in-fact to act for and in his behalf and to execute and file any such
document and to do all other lawfully permitted acts to further the prosecution
of the same with the same legal force and effect as if executed by him; this
designation and appointment shall constitute a power of attorney coupled with
an interest.
This assignment and assignment obligation shall continue beyond the
end of Programmer's employment with respect to Discoveries and/or Work Product
arising during employment.
To the extent that any Discovery or Work Product constitutes
copyrightable or similar subject matter that is eligible to be treated as a
"work made for hire" or as having similar status in the United States or
elsewhere, it shall be so deemed. This provision does not alter or limit
Programmer's other obligations to assign intellectual property rights
hereunder.
The obligations set forth in this Section shall continue beyond the
termination of Programmer's employment with respect to Discoveries and/or Work
Product conceived or made by Programmer alone or in concert with others during
Programmer's employment. Those obligations shall be binding upon Programmer,
his assigns permitted hereunder, executors, administrators and other
representatives.
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2.3 CLEARANCE PROCEDURE FOR PROPRIETARY RIGHTS NOT CLAIMED BY LSG. If
Programmer ever wishes to create or develop, on Programmer's own time and with
Programmer's own resources, anything that may be considered Work Product: but
to which Programmer believes Programmer should be entitled to the personal
benefit of, Programmer is required to follow the clearance procedure set forth
on this section in order to ensure that LSG has no claim to the proprietary
rights that may arise.
Before Programmer begins any development work on Programmer's own
time, Programmer must give LSG advance notice of Programmer's plans and supply
a description of the development under consideration. Unless otherwise agreed
in a writing signed by LSG prior to receipt, LSG shall have no obligation of
confidence with respect to such description. LSG will determine, in good faith,
within thirty (30) days after Programmer has fully disclosed Programmer's plans
to LSG, whether the development is claimed by LSG. If LSG determines that it
does not claim such development, Programmer will be notified in writing and may
retain ownership of the development to the extent of what has been disclosed to
LSG. Programmer should submit for further clearance any significant
improvement, modification, or adaptation so that it can be determined whether
the improvement, modification, or adaptation relates to the business or
interests of LSG.
Clearance under this procedure does not relieve Programmer of the need
to obtain the written consent of LSG before engaging in business activities or
rendering business, commercial, or professional services for the benefit of
anyone other than LSG, as required in Section 1.1 hereof. LSG thus reserves the
right to exercise greater control over development work that Programmer might
consider doing for profit after hours, as opposed to mere hobby work pursued in
Programmer's spare time.
SECTION 3
CONFIDENTIALITY
3.1 CONSEQUENCES OF ENTRUSTMENT WITH SENSITIVE INFORMATION.
Programmer should recognize that Programmer's position with LSG requires
considerable responsibility and trust. Relying on Programmer's ethical
responsibility and undivided loyalty, LSG expects to entrust Programmer with
highly sensitive confidential, restricted, and proprietary information
involving Trade Secrets (as defined in Section 3.2). Programmer should
recognize that it could prove very difficult to isolate these Trade Secrets
from business activities that Programmer might consider pursuing after
termination of Programmer's employment, and in some instances, Programmer may
not be able to compete with LSG in certain ways because of the risk that LSG's
Trade Secrets might be compromised. Programmer is legally and ethically
responsible for protecting and preserving LSG's proprietary rights for use only
for LSG's benefit, and these responsibilities may impose unavoidable
limitations on Programmer's ability to pursue some kinds of business
opportunities that might interest Programmer during or after Programmer's
employment.
3.2 TRADE SECRETS DEFINED. For purposes of this Agreement, a "Trade
Secret" is any information, including, but not limited to, technical or
nontechnical data, formulas, patterns, compilations, programs, devices,
methods, techniques, drawings, processes, financial data, financial plans,
product plans, or lists of actual or potential customers or suppliers that: (1)
derive economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by, other persons who can
obtain economic value from their disclosure or use; and (2)
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are the subject of efforts that are reasonable under the circumstances to
maintain their secrecy.
3.3 RESTRICTIONS ON USE AND DISCLOSURE OF TRADE SECRETS. Programmer
agrees not to use or disclose any Trade Secrets of LSG during Programmer's
employment and for so long afterwards as the pertinent information or data
remain Trade Secrets, regardless of whether the Trade Secrets are in written or
tangible form, except as required to perform any duties for LSG.
3.4 SCREENING OF PUBLIC RELEASES OF INFORMATION. In addition, and
without any intention of limiting Programmers other obligations under this
Agreement in any way, Programmer should not, during Programmer's employment,
reveal any nonpublic information concerning the technology pertaining to the
proprietary products and manufacturing processes of LSG (particularly
technology under current development or improvement), unless Programmer has
obtained approval from LSG in advance. In that connection, Programmer should
submit to LSG for review any proposed scientific and technical articles and the
text of any public speeches relating to work done for LSG before they are
released or delivered. LSG has the right to disapprove and prohibit, or delete
any parts of, such articles or speeches that might disclose LSG's Trade Secrets
or other confidential information or otherwise be contrary to LSG's business
interests.
SECTION 4
RETURN OF MATERIALS
Upon the request of LSG and, in any event, upon the termination of
Programmer's employment, Programmer must return to LSG and leave at its
disposal all memoranda, notes, records, drawings, manuals, computer programs
documentation, diskettes, computer tapes, and other documents or media
pertaining to the business of LSG or Programmer's specific duties for LSG
including all copies of such materials. Programmer must also return to LSG and
leave at its disposal all materials involving any Trade Secrets of LSG. This
Section 4 is intended to apply to all materials made or compiled by Programmer
as well as to all materials furnished to Programmer by anyone else in
connection with Programmer's employment.
SECTION 5
PARTIAL RESTRAINT ON POST-TERMINATION COMPETITION
5.1 FACTUAL BACKGROUND. LSG expects to invest considerable time,
effort, and capital in enhancing the value and desirability of the skills of
its technical personnel. Both this investment and Programmer's individual
compensation reflect LSG's expectation of receiving a considerable return from
the exclusive use of Programmer's service and know-how in the future, free from
any danger that LSG's competitors may attempt to induce Programmer to leave LSG
and wrongfully gain the benefit of LSG's investment. The partial restraint set
forth in Section 5.2 hereof does not, and cannot, provide complete protection
for LSG's investment, development efforts, product strategy, and proprietary
information, but LSG believes that in combination with the other provisions of
this Agreement, it is the most fair and reasonable measure permitted under
applicable law to protect LSG's interests, giving due regard to both
Programmer's interests and the interests of LSG.
5.2 NON COMPETITION. Programmer acknowledges that competing with LSG
during or within
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one year after termination of Programmer's engagement would inherently involve
use of LSG's confidential information described above. Programmer therefore
agrees, in addition to the foregoing confidentiality obligations, not to engage
in the development of network management software, nor to supervise or direct
such activities, for or on behalf of any person or entity in the United States,
Canada, Europe, or any other country with whom LSO then does business or has
made substantial preparations to do business, for one year after such
termination, as an employee, partner, officer, director, contractor,
consultant, trustee, or other capacity.
To the extent that a court of competent jurisdiction holds that the foregoing
covenants in section 5 are not enforceable the parties agree that the court may
reform the covenants to the minimum extent necessary to render them enforceable
and enforce the reformed covenant.
SECTION 6
PROHIBITION AGAINST UNFAIR BUSINESS PRACTICES
6.1 UNFAIR BUSINESS PRACTICES. Professional research and development
activity may be susceptible to unfair or questionable business practices. For
example, Trade Secrets and other confidential information can be
misappropriated and valuable documents can be copied and taken for improper
purposes. Industrial espionage can be a serious concern for businesses that
depend on sensitive technology for commercial success.
Employees engaged in research and development can be targets of, or
participants in, unfair business practices, because of the special
attractiveness of the advanced technology, computer programs, product
development strategies, and business opportunities they come to know by virtue
of their employment. It would be unfair for a former employee or contractor of
LSG to recruit personnel directly from the ranks of LSG's own employees by
using connections and inside information previously acquired from LSG. LSG puts
great emphasis on selecting, training, and promoting talented individuals for
positions of significant responsibility. The time, effort, and capital invested
by LSG in its work force should not be diverted by someone operating on an
inside track. In addition, it would be unfair for individuals still employed by
LSG to form and pursue a competitive business while receiving wages and other
benefits from LSG.
6.2 REFRAINING FROM HARMFUL ACTIONS. During Programmer's employment
with LSG, Programmer is required to refrain from engaging in any action that
might be harmful to LSG or its business, unless LSG consents in advance.
Programmer's responsibility to promote and support LSG's business by its very
nature requires Programmer to prevent LSG from suffering injury or hardship, if
it can be avoided. This obligation is intentionally broad and general because
it is difficult to anticipate all possible circumstances, and Programmer should
resolve all doubts by consulting LSG on how best to proceed. By way of example,
during Programmer's employment with LSG, Programmer may not solicit or recruit
any other employee to form or join another business. LSG cannot prohibit
Programmer from terminating Programmer's employment and pursuing other kinds of
work, but if Programmer should decide to form or join another business
Programmer is required to advise LSG promptly, so that projects in progress and
under consideration are not needlessly disrupted and so that even the
possibility that Trade Secrets or other confidential information may be
compromised can be avoided.
6.3 REPORTING INSTANCES OF POTENTIAL UNFAIR BUSINESS PRACTICES.
During Programmer's
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employment with LSG, if Programmer learns or even suspect that any unfair or
questionable business practice may be occurring, Programmer is required to
advise LSG promptly. This obligation is intentionally broad and general
because, as with Section 6.2 hereof, it is difficult to anticipate all possible
circumstances, and Programmer should resolve all doubts by reporting to LSG the
information that has come to Programmer's attention. By way of example,
Programmer should report the incident immediately if anyone who is, or within
the most recent two years has been, an employee or contractor of LSG contacts
Programmer or any other employee of LSG with an offer to form or join another
business. This type of contact includes any meeting or communication not
initiated by Programmer or by the employee receiving the offer, where it
becomes known that a position of employment or an opportunity to participate in
a business enterprise might be available. The requirement also applies to
instances where a third party, such as a placement agent or a business
associate, contacts Programmer or any other employee of LSG at the instruction
or suggestion of an employee or contractor of LSG.
SECTION 7
IMPLEMENTATION
7.1 SEVERABILITY. The covenants in this Agreement shall be construed
as covenants independent of one another and as obligations distinct from any
other contract between Programmer and LSG. Any claim that Programmer may have
against LSG shall not constitute a defense to enforcement by LSG of this
Agreement.
7.2 SURVIVAL OF OBLIGATIONS. The covenants in Sections 2 through 7
of this Agreement shall survive termination of Programmer's employment,
regardless of who causes the termination and under what circumstances.
7.3 SPECIFIC PERFORMANCE AND CONSENT TO INJUNCTIVE RELIEF.
Irreparable harm should be presumed if Programmer breaches any covenant in this
Agreement. The faithful observance of all covenants in this Agreement is an
essential condition to Programmer's employment, and LSG is depending upon
absolute compliance. Damages would probably be very difficult to ascertain if
Programmer breached any covenant in this Agreement. This Agreement is intended
to protect the proprietary rights of LSG in many important ways. Even the
threat of any misuse of the technology of LSG would be extremely harmful, since
that technology is essential to the business of LSG. In light of these facts,
Programmer agrees that any court of competent jurisdiction should immediately
enjoin any breach of this Agreement upon the request of LSG, and Programmer
specifically release LSG from the requirement of posting any bond in connection
with temporary or interlocutory injunctive relief, to the extent permitted by
law.
7.4 NOTICES. All notices required under this Agreement shall be made
in writing and shall be deemed given when (1) delivered in person, (2)
deposited in the U.S. mail, first class, with proper postage prepaid and
properly addressed, or (3) sent through the interoffice delivery service of
LSG, if Programmer is still employed by LSG at the time.
7.5 RELATED PARTIES. This Agreement shall inure to the benefit of,
and be binding upon, LSG and its subsidiaries and its affiliates, together with
their successors and assigns, and Programmer, together with Programmer's
executor, administrator, personal representative, heirs, and legatees.
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7.6 MERGER. This Agreement merges and supersedes all prior and
contemporaneous agreements, undertakings, covenants, or conditions, whether
oral or written, express or implied, to the extent that they contradict or
conflict with the terms and conditions hereof. This Agreement is not intended
to modify or impair the effectiveness of the general rules and policies LSG may
announce from time to time.
7.7 CHOICE OF LAW. The waiver of the breach of any term or condition
of this Agreement will not be deemed to constitute waiver of any other
subsequent breach of the same or any other term or condition. This Agreement
shall be governed by and interpreted according to the laws of the United States
of America and to the laws of the State of Texas applicable to agreements made
between Texas residents in and for performance entirely in Texas.
IN WITNESS WHEREOF, Programmer, as an employee of LSG, has entered and
executed this Agreement under seal, and LSG has accepted Programmer's
undertaking.
PROGRAMMER:
/s/ Xxxxxx Xxxxx
-------------------------------------
Signature
XXXXXX XXXXX
Social Security No. ###-##-####
-----------
Address:
000 Xxxxxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
Date: 12-20-93
Accepted:
THE LAN SUPPORT GROUP, INC.:
/s/ Xxxx Xxxxxxx
-------------------------------------
XXXX XXXXXXX
President, The LAN Support Group, Inc.
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SUPPLEMENT LETTER TO THE EMPLOYMENT AGREEMENT
December 1, 1993
XXXXXX XXXXX
000 Xxxxxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
Dear Nadeem:
On behalf of The LAN SUPPORT GROUP, INC. (hereinafter "LSG"), I am
pleased that you have indicated a willingness to join LSG. The following
Agreement is a supplement to your EMPLOYEE AGREEMENT (attached).
SECTION 1
JOB RESPONSIBILITIES
Initially your primary responsibilities to LSG will include:
Developing a WYSIWYG Report Generator in Windows and assisting with
the development of the Windows version of BindView NCS.
These responsibilities may be subject to adjustment as your employment with LSG
progresses.
SECTION 2
COMPENSATION
Your compensation will consist of the following components:
a. A base salary of $5,000 per month, payable in
accordance with our customary payroll procedures, and
subject to customary deductions and withholdings, as
required by law.
b. Provided the Milestones in Section 5 have been
completed, a 50% raise in salary to $7,500.00 per
month after a 3-month period has elapsed from the
date you begin work at LSG. Currently the anticipated
date you begin work at LSG is December 6, 1993.
In the event the Milestones in Section 5 have not
been completed, the raise to $7,500 per month will be
deferred until their completion or until the end of
nine months from the date you begin work at LSG,
whichever comes first.
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SALARY AMOUNTS AND OTHER COMPENSATION AMOUNTS IN (A) AND (B) OF THIS SECTION
ARE SUBJECT TO CHANGE UNDER THE SOLE DISCRETION OF LSG, IF SUCH CHANGE IS AS A
RESULT OF A REASONABLE FINANCIAL CONCERN OF LSG. A REASONABLE FINANCIAL CONCERN
COULD BE, BUT IS NOT LIMITED TO, INSUFFICIENT FUNDS TO PAY PAYROLL. SUCH CHANGE
WOULD BE CONSIDERED LEGITIMATE ONLY IF IT UNIFORMLY APPLIES TO ALL EMPLOYEES
EITHER THROUGHOUT THE COMPANY OR WITHIN A CERTAIN FUNCTIONAL GROUP OF THE
COMPANY. YOU SHALL NEVER BE SINGLED OUT FOR A PAY-CUT. ALSO YOU WILL BE EXEMPT
FROM ANY SUCH PAY CUTS BEFORE YOU RECEIVE YOUR RAISE AS OUTLINED IN (B) ABOVE.
c. At the sole discretion oil LSG, bonuses based upon
individual, divisional or LSG performance.
In addition, you are entitled to these additional compensations subject to the
conditions stated below:
d. Our customary health insurance for you and your wife
so long as you shall work for LSG and subject to
customary regulations, as required by law.
e. A payment of $12,500, payable within a week of
signing this Agreement to cover moving and relocation
expenses.
f. Eligibility to participate in LSG's proposed "Stock
Option Agreement". You understand that the terms of
this "Stock Option Agreement" have not been
determined, however, you have stated that you will
abide by the same terms that every other
participating employee (e.g. Irl Xxxxxx, Xxxx Xxxxxx,
and Xxxx Xxxxxxx) will be subject to when the
agreement in drafted.
g. Eligibility for 2% of LSG stock subject to the same
terms that every other employee (e.g. Irl Xxxxxx,
Xxxx Xxxxxx, and Xxxx Xxxxxxx) will be subject to
when the agreement in drafted.
h. Eligibility to receive an additional 1 % share in LSG
stock, subject to the terms in (f) above and also
subject to completing the Milestones defined below.
SECTION 3
CONTINUED EMPLOYMENT
Subject to the terms of section [4. COPYRIGHT ASSIGNMENT AND THE
PROPOSED STOCK OPTION CONDITIONS], outlined below, the following are
the conditions for which LSG may terminate your employment. Employment
may be
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terminated immediately upon LSG's written notice to you for Cause.
Cause shall include:
a. any misconduct deemed unethical or detrimental to LSG;
b. conviction by final action of any court of any offense
punishable as a felony or involving moral turpitude;
c. your death;
d. for any unreasonable failure to perform assigned duties which
assignments shall be reasonable and clearly stated. You agree and
understand that your duties as defined in this Agreement and the
Employment Agreement (attached) are reasonable and clearly stated.
SECTION 4
COPYRIGHT ASSIGNMENT AND THE PROPOSED STOCK OPTION
CONDITIONS
It is contemplated that a proposed "Stock Option Agreement" will be completed
within three months from the time this Agreement is executed. Simultaneous to
the execution of the proposed "Stock Option Agreement", you agree to execute
the two Copyright Assignments and the Supplement Letter To The Copyright
Assignment (attached).
The proposed "Stock Option Agreement" will be delivered to you by hand from
LSG. You will have ten (10) days from the date the proposed "Stock Option
Agreement" is delivered to accept or reject the plan and execute the Copyright
Assignments (attached). If after ten (10) days of your receiving the final
proposed "Stock Option Agreement" it is not executed by you and/or the
Copyright Assignments and/or the Supplement Letter To The Copyright Assignment
(Attached) are not executed simultaneously with the proposed "Stock Option
Agreement" the following will occur:
a. LSG has the right to terminate you immediately for any reason
regardless of Cause. This right to terminate you under this section
supersedes Section 3 of this Agreement and sections 1.3 and 1.4 of the
Employment Agreement (attached),
b. LSG has the right to discontinue any compensation to you as
outlined in sections 2 of this Agreement. For example, if compensation
ends on the 15th of the month, LSG will only be obligated to
compensate for the time worked, in this example it would be half of
your base salary for that month. In addition, this discontinuance of
compensation includes but is not limited to any rights to any stock in
LSG as outlined in a in sections 2.f, 2.g, and 2.h. of this Agreement,
c. You may not transfer the Source Code of FormCode/Gen and/or Beyond
Reports for Windows as outlined in the Supplement Letter to Copyright
Assignments (attached), the Employment Agreement (attached), and
Copyright Assignments (attached) and the Supplement Letter To The
Copyright Assignment
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(attached) to any person, company, or other entity which is involved
in the development and/or sale of Network Management Products, and
d. You have a continued obligation, after termination of employment to
abide by the terms of this Agreement and the Employment Agreement
(attached) regarding confidentiality and other obligations discussed
in sections 3, 4, 5, and 6 of the Employment Agreement (attached).
ASSIGNMENT DATE means the date the proposed "Stock Option Agreement", the
Copyright Assignments and the Supplement Letter To The Copyright Assignment
(attached) are executed. If the proposed "Stock Option Agreement" is executed
simultaneously with the Copyright Assignments (attached) and the Supplement
Letter To The Copyright Assignment (attached) the following will occur:
a. After the ASSIGNMENT DATE if your employment at LSG is terminated
involuntarily for reasons other than for Cause as outlined in section
3 of this Agreement, you will retain th stock ownership as outlined in
(g) and (h) of section 2 of this Agreement after such termination.
Ownership in such stock shall vest immediately upon termination with
title transferred to the employee immediately upon termination.
SECTION 5
MILESTONES
Milestones as used in sections 2b and 2h of this Agreement shall mean the
development and completion of the next generation of your report generator. The
next generation of your report generator must have the following
functionality:
a. All of the current features of your report generator,
b. Integration of your report generator with the report generator
of BindView NCS,
c. Perform summary calculations in headers as well as footers
making your report generator a multi-pass report generator
from the single-pass report generator it is currently,
d. Support charts and graphs, but only if LSG can obtain a
satisfactory licensing agreement for a charting engine such as
the one from Pinnacle Publishing, and if such an engine meets
your needs. If such an engine is not found, support for charts
and graphs will be omitted from the milestones,
e. Provide for bar code output,
f. Provide for form letters,
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g. Automatically parse and evaluate BASIC expressions with basic
operators such as +,-,*,/ and a few BASIC string functions,
h. Generate default BindView NCS reports in a simple fashion
without having to bring up a report editor. The report
generator must provide a set of API routines that will allow
the person who is developing the query to easily generate
report files which the report engine will process just like
reports that were designed using the report editor. These API
routines will also be useful for conversion software that will
convert the current BindView reports to the new report writers
file format. The actual query building wild not be considered
part of the report generator.
i. Support object color, rounded corner boxes, and different line
styles,
j. Provide a ribbon bar that the user can display or hide, for
changing object font, point size, text attributes and
justifications, object fills, line widths, and object shadows,
k. Provide support for font effects within static text (e.g.
xxxxxxx, italicizing, and underlining of parts of a text
string), and
l. No support for DDE and or OLE will be required.
SECTION 6
MISCELLANEOUS
Your starting date should be as soon as practicable, but no later than December
6, 1993.
Upon signing this agreement, you agree to execute LSG's EMPLOYMENT AGREEMENT, a
copy of which is enclosed. In that agreement, you will confirm the
representation which you have previously made to us to the effect that your
employment with us as contemplated will not cause you to breach any fiduciary
or other duty, covenant or understanding to which you are a party or by the
terms of which you are bound.
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The foregoing terms supersede any prior discussions, oral or written, which we
have had relating to your employment and the other matters discussed in this
letter. If the foregoing terms are acceptable to you, please sign, date and
return the original of this letter. An extra copy is enclosed for your records.
Very truly yours,
THE LAN SUPPORT GROUP, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------------
XXXX XXXXXXX, President
ACCEPTED:
By: /s/ Xxxxxx X.
------------------------------------
XXXXXX XXXXX
Date: 12-20-93
----------------------------------
Enclosures: EMPLOYEE AGREEMENT
COPYRIGHT ASSIGNMENTS
SUPPLEMENT LEVER TO THE COPYRIGHT ASSIGNMENT
