EXHIBIT 10.10
Anlage 1
--------
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), is made effective as of January
1, 1998, by and between Xx. X. Xxxx ("Employee"), and LHS GROUP INC.
("Company"), a Delaware corporation. Because Company desires to employ Employee
and because Employee desires to be employed by Company, both parties, in
consideration of the mutual and exchanged promises and agreements contained
herein and of wages paid and services rendered hereunder, hereby agree as
follows:
SECTION 1. EMPLOYMENT.
--------- ----------
Subject to the terms contained in this Agreement, Company hereby employs
Employee and Employee hereby accepts such employment starting January 1, 1998.
Employee will be a Member of the Executive Management Committee. Employee shall
serve as Senior Vice President - Technology or in a similar position and shall
perform all duties assigned by senior management of LHS. Employee shall, at the
direction of Company, work in the United States or in Europe. His
responsibilities, however, are worldwide and will require extensive traveling,
which Employee hereby consents to. Employee shall devote his full business time
and best efforts exclusively to rendering services on behalf of Company. He
shall not be engaged in any other business while he is employed by Company
pursuant to this Agreement. Employee's employment with Company hereunder shall
be for no fixed period of time and may be terminated at any time, with or
without cause, in accordance with the terms of Section 4 ("Termination").
SECTION 2. COMPENSATION.
--------- ------------
(a) Salary. During Employee's employment hereunder, Employee shall be paid
------
an annual salary by Company of three hundred thousand U.S. Dollars ($
300,000.00), less all applicable withholding for taxes. Employee's salary will
be reviewed annually.
(c) Bonus. Employee is entitled to an annual bonus based upon both
-----
Employee's and Company's performance. The payment and amount of the bonus is in
the sole discretion of Company's management.
SECTION 3. ADDITIONAL EMPLOYMENT BENEFITS.
--------- ------------------------------
(a) Fringe Benefits. Company shall provide Employee with the standard
---------------
fringe benefits, such as medical insurance and short term disability, that it
provides as a regular business practice to full-time salaried employees of
Company. Company shall have the right to modify, replace, withdraw or defer any
fringe benefit provided to full-time salaried employees of Company at any time.
Fringe benefits are provided and administered to Employee according to the
principles valid for senior management of Company.
(b) Vacation. Employee is entitled to 30 working days vacation annually.
--------
(c) Moving Allowance. Company shall pay for Employee's move to the United
----------------
States a sum of up to fifty thousand U.S. Dollars ($ 50,000.00) against invoices
during the first six months of employment.
(d) Stock Option. Employee shall be entitled to 300,000 (three hundred
------------
thousand) stock options granted by LHS Group Inc. pursuant to LHS Group Inc.'s
Stock Option Plan on the first working day of Employee's services to Company
hereunder.
(e) Employee is entitled to a car allowance.
SECTION 4. TERMINATION.
--------- -----------
Notwithstanding anything contained herein to the contrary, this Agreement
may be terminated at any time by either party in accordance with the following
terms:
(a) Death. In the event of Employee's death, this Agreement shall terminate
-----
immediately and Company shall be obligated to Employee's family or estate only
for pro-rated salary and bonus actually earned or accrued as of the date of
Employee's death.
(b) Termination. Subject to Section 1, Company may terminate Employee's
-----------
employment at any time with or without cause. In case termination is for cause,
it shall have immediate effect. In case termination is without cause, it shall
be effected by providing Employee with written notice at least twelve (12)
months to the end of a calendar month. Company may, at its sole discretion,
elect to pay Employee salary, in lieu of any part, or all, of the notice period
and relieve Employee from his duties. If Company terminates Employee's
employment hereunder, Company shall be obligated to pay Employee's pro-rated
salary only through the actual effective date of termination and shall have no
other payment obligation under this Agreement. If Employee is relieved from his
duties during the termination period, any claims for salary shall be diminished
by earnings achieved by the Employee during such relieve time.
(c) Resignation. Employee may resign from employment hereunder at any time
-----------
by providing Company with written notice at least twelve (12) months to the end
of a calendar month. Company may, at its sole discretion, elect to pay Employee
salary, in lieu
of any part, or all, of the notice period and relieve Employee from his duties.
Clause (b) Sentence 6 applies by way of analogy.
SECTION 5. CONDITIONS OF EMPLOYMENT.
--------- ------------------------
(a) In accordance with the Immigration Reform Control Act of 1986, Employee
shall provide Company with documents demonstrating his identity and
authorization to work in the United States. If Employee fails to provide said
documents to Company, the Company's offer of employment pursuant to this
Agreement will be null and void.
(b) Employee shall sign an I-9 form within the first three days of his
employment.
SECTION 6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
--------- ------------------------------------------
(a) Definitions
The following definitions shall apply to this Agreement:
(i) "Trade Secrets" means all secret, proprietary or confidential
information regarding Company or its business, and Company's affiliates and
their business, including any and all information not generally known to, or
ascertainable by, persons not employed by Company, the disclosure or
knowledge of which would permit those persons to derive actual or potential
economic value therefrom or to cause economic or financial harm to Company.
Such information shall include, but not be limited to, financial
information, strategic plans and forecasts, marketing plans and forecasts,
customer lists, mailing lists, computer software (including without
limitation, source code, object code and manuals), customer billing or order
information, technical information regarding Company's products or services,
prices offered to or paid by customers, purchase and supply information,
current and future development and expansion or contraction plans of
Company, sales and marketing plans and techniques, information concerning
personnel assignments and operations of Company and matters concerning the
financial affairs, future plans and management of Company. "Trade Secrets"
shall not include information that has become generally available to the
public by the act of one who has the right to disclose such information
without violating a legal right of Company or Company's affiliates.
(ii) "Confidential Information" means information, other than Trade Secrets,
which relates to Company or Company's affiliates, Company's or Company's
affiliates' activities, Company's or Company's affiliates' business or
Company's or Company's affiliates' suppliers or customers that is not
generally known by persons not employed by Company and which is nor has been
disclosed to Employee or of which Employee became aware as a consequence of
or through his relationship with Company. "Confidential Information" shall
not include information that has
become generally available to the public by the act of one who has the right
to disclose such information without violating any legal right of Company or
Company's affiliates'.
(iii) "Document" means originals or copies of handbooks, manuals, files,
memoranda, correspondence, notes, photographs, slides, overheads, audio or
visual tapes, cassettes, or disks, and records maintained on computer or
other electronic media.
(b) Covenant Regarding Non-Disclosure of Trade Secrets or Confidential
Information
Employee covenants and agrees that:
(i) during his employment with Company he will not use or disclose any Trade
Secrets or Confidential Information of Company other than as necessary in
connection with the performance of his duties as an employee of Company, and
(ii) for a period of two (2) years immediately following the termination of
his employment with Company, Employee shall not, directly or indirectly,
transmit or disclose any Trade Secret or Confidential Information of Company
to any person and shall not make use of any such Trade Secret or
Confidential Information, directly or indirectly, for himself or others,
without the prior written consent of Company, except for a disclosure that
is required by any law or order, in which case Employee shall provide
Company prior written notice of such requirement and an opportunity to
contest such disclosure. However, to the extent that such information is a
"trade secret" as that term is defined under a state or federal law, this
Paragraph 5(b) is not intended to, and does not, limit Company's rights or
remedies thereunder and the time period for prohibition on disclosure for
use of such information is until such information becomes generally known to
the public through the act of one who has the right to disclose such
information without violating a legal right of Company.
(c) Return of Information
Employee agrees that he shall return all Trade Secrets, Confidential
Information or other property of Company immediately upon the termination of his
employment with Company, including all handbooks, training materials, reports,
policy statements, research, programs, customer lists, mailing lists and other
documents provided by Company or acquired by Employee as a result of his
employment with Company, and all copies thereof.
SECTION 7. INVENTIONS AND OTHER DEVELOPMENTS.
--------- ---------------------------------
All inventions, formulas, techniques, processes, concepts, systems and
programs, mailing lists and customer lists and compilations, whether or not
patented or patentable, made or conceived, individually or in conjunction with
others, by Employee during the term of his employment with Company that relate
to activities or proposed activities of Company or that result from work
performed by Employee for Company and the sole and exclusive property of
Company. Employee further agrees that, upon request by Company, he will assign
title to any such inventions, formulas, techniques, processes, concepts, systems
and programs, and lists and compilations to Company and will sign any and all
documents necessary to effect such assignment.
SECTION 8. NON-SOLICITATION OF CUSTOMER COVENANT.
--------- -------------------------------------
To protect the Trade Secrets, Confidential Information and goodwill of
Company, Employee agrees that, during his employment and for a period of one (1)
year immediately following that termination of his employment with Company, he
will not, without the prior written permission of Company, directly or
indirectly, for himself or on behalf of any other person, partnership, firm or
corporation, solicit, divert away, take away or attempt to solicit or take away
any Customer, or Potential Customer, of Company for purposes of providing or
selling products or services that are competitive with those provided by
Company, if Company is then still engaged in the provision or sale of that type
of good or service. For purposes of this covenant, "Customer" means any
individual or entity to whom Company has provided goods or services and with
whom Employee had, alone or in conjunction with others, Material Contact during
the one (1) year prior to the termination of Employee's employment and
"Potential Customer" means any individual or entity to whom Company has actively
sought to sell products or services within the one (1) year immediately prior to
the termination of Employee's employment and with whom Employee had Material
Contact on Company's behalf during that same time period. For purposes of this
covenant, Employee had "Material Contact" with a customer if
(i) Employee had business dealings with the customer on Company's behalf,
(ii) Employee was responsible for supervising or coordinating the dealings
between the customer and Company, or
(iii) Employee obtained Trade Secrets or Confidential Information (such terms
having the same meanings as defined in Paragraph 6 above, but in each case
relating to the customer or Potential Customer) about the customer as a
result of Employee's association with Company.
SECTION 9. NON-RECRUITMENT OF EMPLOYEES COVENANT.
--------- -------------------------------------
Employee agrees that he will not, for so long as he is employed by Company,
and for a period of one (1) year immediately following the termination of his
employment,
solicit or induce, or attempt to solicit or induce, any employee of the Company
to terminate his or her relationship with Company or to enter into an employment
relationship with Employee or with any other person or entity other than
Company.
SECTION 10. RELIEF.
---------- ------
Employee acknowledges that the covenants and promises contained in Sections
6, 7, 8 and 9 of this Agreement are reasonable and a necessary means of
protecting and preserving Company's goodwill and its interest in the
confidentiality and proprietary value of its Trade Secrets and Confidential
Information. Employee further acknowledges that the same are a reasonable and
necessary means of protecting Company from unfair competition by Employee.
Employee agrees that any breach of these covenants or promises will leave
Company with no adequate remedy at law and will cause Company to suffer
irreparable damage and injury. Employee further agrees that any breach of these
covenants or promises will entitle Company to injunctive relief in any court of
competent jurisdiction without the necessity of posting and bond. Employee also
agrees that any such injunctive relief shall be in addition to any damages that
may be recoverable by Company as a result of such breach. Employee agrees that
he will be liable to Company for all reasonable attorney's fees and expenses
which may be incurred by Company in enforcing its rights hereunder.
Employee further agrees that no failure or delay by Company in exercising,
enforcing or asserting any rights, power or privilege hereunder shall operate as
a waiver hereof, nor shall any single or partial exercise thereof preclude any
other or further exercise of any such right, power or privilege.
SECTION 11. RIGHTS TO MATERIALS AND RETURN OF MATERIALS.
---------- -------------------------------------------
All records, files, software, memoranda, reports, price lists, customer
lists, drawings, plans, sketches, documents, technical information, information
on the use, development and integration of software, and the like (together with
all copies of such documents and things) relating to the business of Company,
which Employee shall use or prepare or come in contact with in the course of, or
as a result of, his employment shall, as between the parties to this Agreement,
remain the sole property of Company. Laptop computers, software and related
data, information and things provided to Employee by Company or obtained by
Employee, directly or indirectly, from Company, also shall remain the sole
property of Company. Upon the termination of his employment or upon the prior
demand of Company, he shall immediately return all such materials and things to
Company and shall not retain any copies or remove or participate in removing any
such materials or things from the premises of Company after termination or
Company's request for return.
SECTION 12. COMPLIANCE WITH POLICIES AND LAWS.
---------- ---------------------------------
(a) Policies. Employee agrees to be bound by any and all current and
--------
future Company policies, work rules or standards of conduct and pledges to
observe order and discipline of work.
(b) Laws. Employee agrees to abide by the applicable laws and exercise
----
good judgment in the best interest of Company.
SECTION 13. MISCELLANEOUS.
---------- -------------
(a) Severability. The covenants set forth in this Agreement shall be
------------
considered and construed as separate and independent covenants. Should any part
or provision of any covenant be held invalid, void or unenforceable in any court
of competent jurisdiction, such invalidity, voidness or unenforceability shall
not render invalid, void or unenforceable any other part or provision of this
Agreement. If any portion of the foregoing provisions is found to be invalid or
unenforceable by a court of competent jurisdiction because of its duration, the
territory, the definition of activities or the definition of information covered
is invalid or unreasonable in scope, the invalid or unreasonable term shall be
redefined, or a new enforceable term provided, such that the intent of Company
and Employee in agreeing to the provisions of this Agreement will not be
impaired and the provision in question shall be enforceable to the fullest
extent of the applicable laws.
(b) Waiver. The waiver by any party to this Agreement of a breach of any
------
of the provisions of this Agreement shall not operate or be construed as a
waiver of any other or subsequent breach.
(c) Governing Law. This Agreement shall be deemed to be made in and shall
-------------
in all respects be interpreted, construed and governed by and in accordance with
the laws of the State of Georgia (without giving effect to the conflict of law
principles thereof). No provision of this Agreement or any related documents
shall be construed against, or interpreted to the disadvantage of, any party
hereto by any court or any governmental or judicial authority by reason of such
party having, or being deemed to have, structured or drafted such provision.
(d) Entire Agreement. This Agreement is intended by the parties hereto to
----------------
be the final expression of their agreement with respect to the subject matter
hereof and this is the complete and exclusive statement of the terms of their
agreement, notwithstanding any representations, statements or agreements to the
contrary heretofore made. This Agreement supersedes any former agreements
governing the same subject matter. This Agreement may be modified only by a
written instrument signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
LHS GROUP INC. EMPLOYEE
By: /s/ Xxxxxxx Xxxxxxxxxx /s/ Dr. Beha
-------------------------
Title: CEO
----------------------
