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Exhibit 10.9
EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of November 29th, 1999 by and between
Osage Systems Group, Inc. ("Osage") and Xxxx Xxxxxx, hereinafter referred to as
"Employee."
It is agreed as follows:
1. EMPLOYMENT ARRANGEMENTS:
(a) Term - You would be employed as Chairman of the Board,
President and Chief Executive Officer from November 29, 1999
through November 29, 2001. The Company will notify you, in
writing, no later than November 23, 2000 of its intent to
either terminate you on November 29, 2001 or negotiate an
extension of this agreement.
(b) Duties - You would have those duties and rights typically
associated with, including active control and management of
the regular and day-to-day operations of the Company subject
to the review of the Board of Directors.
(c) Compensation Arrangements - You would have a compensation
package of $487,500 annually should you achieve 100% of your
goals as mutually agreed upon by yourself and the Compensation
Committee of the Board of Directors.
- Base Salary: Your beginning base salary will be
$195,000 annually with future increases based on
performance as recommended and approved by the
Compensation Committee of the Board of Directors.
- Bonus Compensation: Your bonus target will be
$195,000 annually and based on achieving corporate
profit objectives as approved by the Board of
Directors. You bonus threshold will begin at 75% of
your bonus target for achieving 75% of your profit
objective and increase to 100% of your bonus target
for achieving 100% of your profit objective. Your
bonus shall increase from 100% to 150% if the Company
achieves a minimum of .12 earning per share and shall
increase in the same ratio as the earnings per share
(example: the target of $.12 is achieved and the
earnings per share is .15, then the bonus would equal
125%). No bonus will be paid for achieving less than
75% of your profit objective.
- Compensatory Stock Options: The Company will grant
you 700,000 options to purchase common stock of the
Company on November 29, 1999. 300,000 options will
vest on November 29, 1999, 200,000 options will vest
on November 29, 2000 and 200,000 options will vest on
November 29, 2001. Should majority ownership or
control of the Company change, all options shall vest
and be exercisable immediately. Should you be
terminated for any reason, all options shall vest and
be exercisable immediately. The stock option strike
price will be set at the market closing price per
share on November 23, 1999.
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- Divestiture Bonus: Should a "change of control" of
the Company occur during the term of this agreement,
you will receive a divestiture bonus equal to one
percent of the acquisition price up to a maximum of
$7,000,000 in the year 2000 and $10,000,000 in the
year 2001, if the acquisition price is greater than
$40,000,000 and the trading value of the stock is
greater than $1 per share. A "change or control"
shall be deemed to have occurred if (i) a merger or
consolidation of the Company with or into another
corporation in which the Company is not the surviving
entity or a reverse triangular merger in which the
Company is the surviving entity but the shares of the
Company's common stock outstanding immediately prior
to the merger are converted by virtue of the merger
into another property, whether in the form of
securities, cash, or otherwise, or (ii) a sale or
transfer of all or substantially all of the Companies
properties and assets as, or substantially as an
entirety to any other person or (iii) the individuals
who at the beginning of any period of two consecutive
quarters constitute the Company's Board of Directors
cease for any reason to constitute a majority of such
Board of Directors at any time during such two
quarters period.
- Housing: The Company will reimburse you for all
reasonable and customary costs of a condominium in
Phoenix. This includes principal and interest on the
mortgage, maintenance fees, utilities and maid
service.
2. VACATIONS AND HOLIDAYS: You will be entitled to receive three weeks of
vacation in each calendar year to be taken at times which do not
unreasonably interfere with the performance of your duties hereunder.
In addition, you will be eligible for all Osage paid holidays.
3. EXPENSES: You would be reimbursed for all reasonable expenses incurred
by you in furtherance of the Company's business, including travel and
entertainment expense, upon submission of appropriate documentation.
4. TERMINATION: Should your employment be terminated during the term of
this Agreement for any reason, you will receive your base pay through
November 23, 2001 and an additional twelve months of your base pay as
severance pay through November 23, 2002.
5. CONFIDENTIALITY, AND NON-SOLICITATION: In recognition of the matter of
trust and fiduciary capacity in which you would be operating as Chief
Executive of the Company, you would be expected, during your term of
employment and thereafter, not to disclose to any third party any
confidential information you received relative to the Company. Further,
you would be expected not to directly or indirectly solicit employees,
customers or suppliers of the Company for a twelve (12) period
following your termination of employment from the Company.
6. FRINGE BENEFITS: You would be permitted to participate in all fringe
benefit plans generally established by the Company.
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7. NO PRIOR AGREEMENTS: In order to induce the Company to engage in these
discussions and to enter into a definitive employment agreement with
you, by virtue of your signature at the end hereof, you are confirming
to us that you are not a party to or otherwise subject to or bound by
the terms of any contract, agreement or understanding which in any
manner would limit or otherwise affect your ability to perform your
obligations hereunder. You further represent and warrant that your
employment with the Company would not under any circumstances require
you to disclose or use any confidential information belonging to any
third parties, or to engage in any conduct which may potentially
interfere with contractual, statutory or common-law-rights of third
parties.
8. SUCCESSOR CLAUSE: All terms and conditions of this agreement shall
remain in full force and effect and all obligations assumed if majority
ownership or control of the Company should change or be transferred in
any way.
9. DEATH OR DISABILITY PROVISION: In the event of your death or disability
to the extent that you are unable to perform the duties of your
position, all rights and benefits of this Agreement will succeed to
Xxxx Xxxxxx. This includes your base salary, bonus, stock options and
the Divestiture Bonus as outlined in paragraph 1.c of this Agreement.
This Agreement is personal tot he parties thereto, and the rights and
obligations arising hereunder are not transferable.
Signed this 29th day of November 1999:
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Chairman, Osage Compensation Committee
Agreed to: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Chairman of the Board, President &
Chief Operating Officer
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