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Exhibit 10.15
EMPLOYMENT AGREEMENT
MADE this 15th day of November 1993, by and between:
SEEC, INC. a Pennsylvania Corporation, ("SEEC" hereinafter)
AND
Xxxxxxx Xxxxx
an individual, ("EMPLOYEE") hereinafter
WITNESSETH:
WHEREAS, SEEC is in the business of developing and marketing software; and
WHEREAS, EMPLOYEE is presently an at will employee of SEEC, and SEEC wishes to
provide increased remuneration and benefits, in return for a formalized
employment agreement which contains, inter alia, certain restrictive covenants;
and
WHEREAS, SEEC and EMPLOYEE wish to enter into an employment agreement on the
following terms and conditions;
NOW, THEREFORE:
For and in consideration of the covenants contained herein, and intending to be
legally bound hereby, the parties hereto do covenant and agree as follows:
ARTICLE I TERM AND SCOPE OF EMPLOYMENT
Section 1. Term. SEEC will employ EMPLOYEE for a period of two (2) years from
the date of this Agreement unless this Agreement is terminated before that time,
in accordance with the terms of Article VI hereof.
Section 2. Scope. EMPLOYEE shall perform such duties and responsibilities as
SEEC may from time to time assign to EMPLOYEE. SEEC expressly reserves the
right, in the exercise of its sole discretion, to make changes in EMPLOYEE's
duties and responsibilities. During the term of EMPLOYEE's employment, EMPLOYEE
shall work for SEEC on a full time basis, and shall use his best efforts to
further the best interests and welfare of SEEC. During the term of his
employment, EMPLOYEE agrees that he will refrain from performing, directly or
indirectly, any work or services whatsoever, for himself or for any third
person, without the written authorization of SEEC.
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Section 3. EMPLOYEE agrees to abide by such lawful employment policies and
regulations as SEEC may from time to time adopt, and such specific instructions
and directions to EMPLOYEE as SEEC lawfully may give, from time to time.
ARTICLE II SALARY, FRINGE BENEFITS AND STOCK OPTIONS.
Section 1. Salary. EMPLOYEE shall be paid an annual salary in the amount of:
Forty Eight Thousand Dollars ($48,000)
U.S. DOLLARS, payable in periodic payments in accordance with SEEC's normal
payroll practices currently in effect, or such other payroll practices as SEEC
may adopt from time to time.
Section 2. FRINGE BENEFITS. EMPLOYEE will be entitled to such vacations,
holidays, sick leave, and health insurance as SEEC may provide in accordance
with its normal employment policies. SEEC reserves the right, in its sole
discretion, to change such employment policies and fringe benefits from time to
time.
Section 3. Stock Options. So long as EMPLOYEE is not in violation of his duties
of loyalty and good faith towards SEEC, and is not in violation of Article I
Section 2, and Articles III, IV, and V of this Agreement, EMPLOYEE shall have
the option to purchase shares of SEEC's common stock as set forth in Exhibit A
which is attached hereto and made a part hereof.
Section 4. Reimbursements. SEEC will reimburse EMPLOYEE for all reasonable
travel and other expenses which EMPLOYEE incurs due to activities required by
SEEC.
ARTICLE III INVENTIONS, DISCOVERIES, AND IMPROVEMENTS
Section 1. All inventions, discoveries, improvements or copyrightable materials
("Discoveries" hereinafter) which EMPLOYEE conceives or makes, solely or in
conjunction with others, during his period of employment with SEEC, in any field
in which, during the term of this Agreement, SEEC is or plans to be engaged, and
in all related fields, are the sole and exclusive property of SEEC. All such
Discoveries made within two (2) years following termination of his employment
shall be deemed to fall within this provision, unless EMPLOYEE bears the burden
of proving, by evidence that is clear and convincing, that they were conceived
and made after the termination of his employment with SEEC.
Section 2. EMPLOYEE agrees that he will promptly disclose all Discoveries to
SEEC, and hereby assigns and conveys to SEEC all his right, title and interest
in and to all such Discoveries. EMPLOYEE will assist SEEC, at its request, in
preparing copyright applications, both United States and foreign, covering all
such Discoveries, and will sign and deliver all documents, and do all things
reasonable or necessary to secure and protect SEEC's ownership interests in all
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Discoveries. All costs incidental to EMPLOYEE's performance under this Article,
as requested by SEEC, shall be born by SEEC.
ARTICLE IV CONFIDENTIALITY OF PROPRIETARY DATA
Section 1. For the purposes of this Agreement, all technical, commercial and
business information to which EMPLOYEE obtains access during the course of his
employment, including without limiting the generality of the foregoing, all
memoranda, notes, computer data, computer programs, spreadsheets, graphs,
printouts, customer lists, customer and trade data, materials and equipment
data, market data, financial data, contracts, orders, plans, designs, drawings,
processes, formulae, codes, apparatus, products, discoveries, inventions,
bug-fixes, improvements, and all other records, recordings or documents
whatsoever, whether belonging to SEEC, or to any third party, shall be deemed
Proprietary Information, regardless of whether or not it falls within the
common-law definition of trade secrets, unless it is lawfully in the public
domain ("Proprietary Information" hereinafter).
Section 2. EMPLOYEE agrees to keep confidential all Proprietary Information to
which he has access during the course of his employment. EMPLOYEE agrees that
while such Proprietary Information is in his possession, he shall be deemed to
hold the same in trust for SEEC's sole benefit, and shall not use the same for
any purpose, or disclose the same to any person, other than in the performance
of his required employment duties for SEEC, without SEEC's written consent.
Without limiting the generality of the foregoing, EMPLOYEE acknowledges that in
the course of his employment, he may obtain access to the Proprietary
Information of third parties who are doing business with SEEC. Such information
may or may not be marked "Confidential". EMPLOYEE agrees that he will not use or
disclose any third party Proprietary Information which he obtains during the
course of his employment for SEEC for any purpose other than the performance of
his required employment duties for SEEC.
ARTICLE V NON-COMPETE COVENANT
Section 1. EMPLOYEE agrees that for a period of two (2) years after his
employment with SEEC is terminated, he will not, directly or indirectly, work in
India, the United States, Mexico or Canada, for any third party, or for himself,
in the area of specification, design, development, production, coding or
improving of a product similar to any product that SEEC may be developing,
producing or marketing while EMPLOYEE is employed by SEEC.
Section 2. The non-compete covenant described in Section 1 of this Article shall
not be applicable in any of the following circumstances:
(1) If EMPLOYEE is laid off by SEEC under the provisions of Article VI Section 3
of this Agreement; or
(2) If his employment is terminated in violation of this Agreement; or
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(3) If EMPLOYEE terminates this Agreement in accordance with Article V1 Section
4 because SEEC is in violation of this Agreement.
ARTICLE VI TERMINATION
Section 1. The initial term of this Agreement shall be for a period of two (2)
years from the date first above written. Thereafter, this Agreement shall be
renewed automatically, from year to year unless either party gives written
notice to the other of an intent to terminate, not less than thirty (30) days
before the expiration of the then current term of the Agreement. All provisions
of this Agreement shall continue in full force and effect for any renewed term
unless specifically changed by written Agreement of the parties. In the event
certain provisions of this Agreement are changed by written agreement of the
parties from time to time, all other provisions not specifically changed in
writing shall be deemed to continue in full force and effect.
Section 2. SEEC may terminate the employment of EMPLOYEE at any time, for good
cause, without notice. Without limiting the generality of the foregoing, good
cause for termination shall include any conduct of EMPLOYEE which is in
violation of this Agreement, any failure of EMPLOYEE to obey SEEC's lawful
employment policies, rules, regulations, or instructions to employee, any
conduct of EMPLOYEE which is harmful to SEEC's good name and lawful best
interests.
Section 3. If at any time and from time to time, SEEC, in its sole discretion,
determines that the financial interests of SEEC render it advisable to lay
EMPLOYEE off, or terminate EMPLOYEE's employment, SEEC may lay-off or terminate
EMPLOYEE without being deemed in breach of this Agreement; provided however, in
such event, EMPLOYEE will not be bound by any non-compete covenant specified in
Article V Section 1 of this Agreement, and EMPLOYEE shall be entited to retain
all stock options to which he may be entitled hereunder.
Section 4. EMPLOYEE may terminate this Agreement on thirty (30) days written
notice to SEEC, for any violation of the terms of this Agreement which SEEC has
knowingly failed to cure.
Section 5. Except as specified to the contrary in this Agreement, the following
provisions shall survive termination of this Agreement:
(1) Article II Section 3 relating to stock options;
(2) Article III relating to Inventions, Discoveries and Improvements;
(3) Article IV relating to Confidentiality of Proprietary Data;
(4) Article V relating to Non-Compete Covenant;
(5) Any obligation of SEEC to pay wages or fringe benefits not paid as of the
date of termination; and
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(6) The provisions of the Article VII to the extent necessary to enforce any
right arising out of this Agreement.
ARTICLE VII MISCELLANEOUS
Section 1. Notices. Any notices required to be sent under the terms of this
Agreement shall be sent to the parties as follows, or to such new address as a
party may designate in writing. If a party is aware that the following address
is incorrect, the party shall send written notices to both the address set forth
below, and to the last known address of the other party.
TO SEEC AT: TO THE EMPLOYEE AT:
C/O Xx. Xxxx Xxxx, Xxxxxxx Xxxxx
0000 Xxxx Xxxx. 0000 0xx Xxx, Xxx. 000X
Xxxxxxxxxx, XX 00000. Xxxxxxxxxx, XX 00000
Section 2. Binding Arbitration. The parties agree that all claims, disputes and
other matters in question between them, arising out of or related to this
Agreement, and the rights, duties and obligations arising thereunder or the
breach thereof, shall be decided by common-law arbitration in Pittsburgh, PA, in
accordance with the Rules of the American Arbitration Association then
prevailing, unless the parties mutually agree otherwise; provided however, SEEC
shall have the right to obtain preliminary or permanent injunctive relief from a
court of appropriate jurisdiction while the arbitration process is continuing,
and/or after the Board of Arbitrators renders its decision on the merits;
provided further, if either party would be entitled to join a third party if the
proceeding were brought before a court of applicable jurisdiction, then in the
interests of judicial economy, either party may litigate all disputes against
the other party and any third party in one action before a court of appropriate
jurisdiction. The parties agree that with regard to all claims, disputes and
remedies, arising out of this Agreement, the American Arbitration Association,
and the Federal and State Courts in Pittsburgh, PA and applicable appellate
courts, shall have jurisdiction over their persons. This provision shall not be
deemed to confer exclusive subject matter jurisdiction over such courts. This
Agreement shall not be construed as a consent to arbitrate any dispute with any
person who is not party to this Agreement.
Section 3. Service of Process in Arbitration or in Court, may be made by
certified mail, return receipt requested, to either party at the addresses
specified in Section 1 above of this Article, which service shall be complete
upon mailing.
Section 4. Rights and Remedies. Except as provided in Section 2 above of this
Article, the duties and obligations imposed by this Agreement, and the rights
and remedies available thereunder, shall be in addition to and not in limitation
of, any duties, obligations, rights and remedies otherwise imposed or available
in law or in equity.
Section 5. Governing Law. This Agreement shall be governed by Pennsylvania law.
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Section 6. Waiver. No action or failure to act by either party shall constitute
a waiver of any right or duty accorded to any of them under this Agreement, nor
shall any such action or failure to act constitute an approval of, or
acquiescence in, any breach hereunder, except as may be specifically agreed in
writing.
Section 7. Integration and Amendments. The terms and conditions contained herein
constitute the full understanding of the parties, a complete allocation of the
risks between them, and a complete and exclusive statement of the terms and
conditions of their agreement. No conditions, representations, understandings,
or agreements, not contained herein, and purporting to modify, waive, vary,
explain or supplement the terms or conditions of this contract shall be binding
unless hereafter made in writing and signed by a duly authorized representative
of the party to be bound.
Section 8. Successors and Assigns. Any attempted assignment by EMPLOYEE of the
rights and obligations created by this Agreement shall be void. SEEC may at any
time assign its rights, obligations and interests in this Agreement. Except as
provided to the contrary herein, the terms and conditions of this Agreement
shall be binding on the parties, their respective executors, personal
representatives, heirs, successors in interest and assigns.
Section 9. Gender and Number. All references in this Agreement to the singular
and/or to the masculine gender, shall be deemed to include the plural and/or
feminine gender, where appropriate.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, as of the date first above written.
ATTEST: SEEC, INC.
/s/ Xxxx X. Xxxxxxx (SEAL) By /s/ Xxxxxxxx Xxxx
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Secretary or Treasury President or Vice President
WITNESS: EMPLOYEE
/s/ X. Xxxxxxx
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Signature
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EXHIBIT A
STOCK OPTIONS
SEEC, Inc., hereby grants to optionee the right to purchase up to, but not
exceeding in the aggregate of (8,000) shares of SEEC Common Stock, at an option
price to be determined by the SEEC Board of Directors.
SEEC, Inc. EMPLOYEE
By /s/ Xxxxxxxx Xxxx /s/ X. Xxxxxxx
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President Employee's Signature
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