EXHIBIT 10.1
BRITE VOICE SYSTEMS, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS Employment Agreement ("Agreement") is made and entered into
this 12th day of October, 1997, by and between Xxxxxxx Xxxxxx ("Employee")
and Brite Voice Systems, Inc. ("Brite").
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 October 12, 1997,
("Commencement Date") Brite shall employ Employee as Vice President of
Marketing. 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 $130,000 ("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
50% of base compensation, prorated for the last quarter of the year, if
targeted performance is attained. The bonus will be based on personal
objectives determined by the CEO. 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. In these future years 50% of
this bonus will be based on overall financial results of the company.
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. Employee will receive four weeks of
vacation.
D. BUSINESS EXPENSES. Pursuant to Brite's customary policies in force at
the time of payment, employee shall be promptly reimbursed against
presentation of
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vouchers or receipts, for all authorized expenses properly incurred
by him in the performance of his duties hereunder.
C. OPTIONS TO PURCHASE COMMON STOCK. Subject to approval of the Board of
Directors, Brite shall grant Employee an option to purchase 10,000 shares
of Brite's common stock. The terms of such option grant shall be set forth
in a stock option agreement, with the stock price being established at the
close of business on the grant date. The stock option agreement shall
provide that the options granted thereunder shall vest ratably over a four
year period, subject to the terms of the Company's 1994 Stock Option Plan.
3. TERM AND TERMINATION.
A. TERM. Employee's employment with Brite pursuant to this
Agreement shall begin on the Commencement Date and shall extend to notice
by the company of termination of this agreement.
B. TERMINATION FOR CAUSE. If Employee's employment is terminated during
the Employment Period 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 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.
C. TERMINATION OTHER THAN FOR CAUSE. If Employee's employment with Brite
is terminated and such termination is not a Termination for Cause, Employee
shall be entitled to severance pay according to Brite's severance policy
then in effect, 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.
4. RELOCATION EXPENSES. Employee shall receive relocation expenses in
the form of a lump sum payment of $20,000.
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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., 000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx 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(C)(i).
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 heretofore entered into between the Employee and
Brite 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 operate as a waiver
thereof. No waiver 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 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 within such State.
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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
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Name X.X. Xxxxxxx
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Title CEO
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EMPLOYEE
/s/ X.X. Xxxxxx
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Name X.X. Xxxxxx
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10-12-97
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