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EXHIBIT 10.13
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made as of September
16, 1995 (the "Effective Date") by and between Xxxxx Systems Corporation, a
Texas corporation ("PSC"), and Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
1. Employment. Subject to the terms and conditions specified in
this Agreement, PSC hereby agrees to employ Xxxxxxxxx as President and Chief
Operating Officer and Xxxxxxxxx agrees to perform those duties normally
associated with such positions, subject to such legal and ethical policies and
guidelines as may be reasonably established from time to time by the Board of
Directors of PSC (the "Board"), the Chairman of the Board (the "Chairman") or
the Chief Executive Officer of PSC. The term of Xxxxxxxxx'x employment by PSC
hereunder will commence on the Effective Date and will continue thereafter
until terminated in accordance with Section 8.
2. Extent of Services. Xxxxxxxxx will not participate in any way
in any other job or business while employed by PSC, without prior written
consent of the Board; provided that Xxxxxxxxx may (subject to Section 4) engage
in charitable activities, passive investments and part time business projects
or ventures unrelated to the business of PSC if such activities (taken
together) do not occupy a significant portion of Xxxxxxxxx'x business time and
do not materially interfere with the performance of his duties to PSC. At the
request of the Board, Xxxxxxxxx will serve as a director and/or officer of one
or more of PSC's subsidiaries for no additional compensation.
3. Confidential Information. Xxxxxxxxx agrees never to use or
disclose any Confidential Information of PSC, except for (a) use and disclosure
made in good faith by Xxxxxxxxx in the course of his services for PSC and (b)
disclosure required by applicable law. "Confidential Information" of PSC
includes all PSC trade secrets, intellectual property or other business,
financial or technical information relating to PSC's business, technology,
vendors or customers, whether or not reduced to writing and whether or not
conceived, originated, discovered or developed in whole or in part by
Xxxxxxxxx; provided that Confidential Information does not include (i)
information that is available to the general public or known generally within
the industry; (ii) information that has been intentionally disclosed by PSC to
a third party without any confidentiality obligation on the part of the third
party; and (iii) information that was known to Xxxxxxxxx prior to his
association with PSC. Xxxxxxxxx will also comply with any agreements by PSC to
protect third party confidential information, to the same extent as if it were
Confidential Information of PSC hereunder.
4. Competition. Xxxxxxxxx acknowledges that, in the course and
as a result of his employment with PSC, Xxxxxxxxx will obtain special training
and knowledge and will come in contact with PSC's customers and potential
customers, which training, knowledge and contacts would provide invaluable
benefits to competitors of PSC. Accordingly, and in consideration of PSC's
agreement to hire Xxxxxxxxx hereunder, which Xxxxxxxxx acknowledges is
conditioned on the covenants contained herein, Xxxxxxxxx agrees that, during
the time Xxxxxxxxx is employed by PSC and within two years thereafter, except
with the prior written consent of PSC, Xxxxxxxxx will comply with the following
covenants:
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(a) Xxxxxxxxx will not, directly or indirectly, whether
as an employee, employer, consultant, agent, principal, partner,
owner, shareholder (other than as a holder of less than 5% of a
publicly traded class of securities), officer, director or in any
other individual or representative capacity, provide services to, or
be otherwise associated with, any of the companies or divisions listed
on Schedule I attached hereto (the "Named Competitors"); provided that
Xxxxxxxxx may serve as a senior management level employee or
consultant for, or be a shareholder or director of, the parent company
or an affiliate of a Named Competitor, if he is not involved in the
day-to-day activities of the Named Competitor and the revenues of the
Named Competitor during its most recent fiscal year at the time
Xxxxxxxxx begins such employment are less than 20% of the consolidated
revenues of the parent company and its subsidiaries. Within 30 days
after Xxxxxxxxx'x employment with the Company is terminated, PSC may
add up to six additional Named Competitors to the list set forth on
Schedule I, if each new Named Competitor's principal business is
directly competitive with a Core Business of PSC. "Core Business"
means a business segment (based on the type of products or services
provided and not the industry to which such products or services are
provided) that generated 20% or more of PSC's total revenues during
the latest completed fiscal year of PSC prior to Xxxxxxxxx'x
termination.
(b) Xxxxxxxxx will not head up, run, consult for or
become an employee of any entity whose principal business is directly
competitive with a Core Business of PSC, or any subsidiary or division
of a company where the principal business of such subsidiary or
division is directly competitive with a Core Business of PSC.
(c) Xxxxxxxxx will not directly solicit to work for him
or any entity by which is he employed or intends to become employed
(and actually is employed within six months), or specifically identify
for employment by any such entity, any individuals who, at the time of
such solicitation or identification, are employees of PSC; provided
that (i) no violation of this paragraph will be deemed to have
occurred unless the employee involved actually commences employment
with such entity and (ii) Xxxxxxxxx may solicit or identify for
employment up to three such individuals, if such individuals were
first employed by PSC after the Effective Date.
(d) Xxxxxxxxx will not directly solicit from a Major
Customer any business that is directly competitive with a Core
Business of PSC or directly competitive with a business that
accounts for more than 25% of PSC's revenues from such Major Customer
in the year prior to Xxxxxxxxx'x termination. For such purposes, a
"Major Customer" means any customer (which is limited to the
operating unit that benefits from the goods or services provided
by PSC and, if such operating unit has a parent company, the
other operating units of such parent company that do not receive
any substantial benefits from such goods or services will not be Major
Customers) that accounted for more than $5 million in revenues to PSC
during PSC's latest completed fiscal year prior to Xxxxxxxxx'x
termination, adjusted to an annualized basis for any contracts
entered into during such fiscal year, or which would account for more
than $5 million in revenues to PSC during the fiscal year in which
Xxxxxxxxx is terminated after giving
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effect to any new contracts entered into during such fiscal year;
provided that (i) no more than 50 customers may be classified as Major
Customers and (ii) within 30 days after Xxxxxxxxx'x termination, PSC
will provide to Xxxxxxxxx a list of its Major Customers at such time,
indicating any Major Customers to whom PSC provides goods or services
in excess of such 25% of revenue for such Major Customer that do not
constitute Core Business and indicating such goods or services. It is
understood that Xxxxxxxxx may attend meetings and social events with
executives of a Major Customer (or the parent of a Major Customer)
without violating this paragraph, so long as he does not directly
solicit any business of the type described in the first sentence of
this paragraph from such Major Customer.
The foregoing restrictions will not apply to the ownership by
Xxxxxxxxx of less than 5% of a publicly traded class of securities or to the
performance by Xxxxxxxxx of investment banking services for any entity. If any
provision of this Section 4 is found by any court of competent jurisdiction to
be unreasonable by reason of its being too broad as to the period of time,
territory or scope, then, and in that event, such provision will nevertheless
remain valid and fully effective, but will be considered to be amended so that
the period of time, territory or scope set forth will be changed to be the
maximum period of time, the largest territory or the broadest scope, as the
case may be, that would be found reasonable and enforceable by such court.
5. Notice and Cure. If, before the end of the month following
any month in which (a) Xxxxxxxxx performs services for a particular company
(other than a company listed on Schedule I) that might constitute a breach of
Section 4(b), (b) knows (or would have known if he had not intentionally
avoided such knowledge) that a former employee of PSC has accepted employment
under circumstances that might constitute a breach of Section 4(c), or (c)
engages in any conduct that might be prohibited under Section 4(d)
(collectively, a "Questionable Activity"), Xxxxxxxxx delivers notice to PSC
fully describing the Questionable Activity, then (i) if PSC does not deliver
written notice to Xxxxxxxxx stating that such Questionable Activity constitutes
a breach of Section 4 (a "Notice of Breach") within 30 days after receiving
Xxxxxxxxx'x notice, then such Questionable Activity will be deemed not to
constitute a breach of Section 4, and (ii) if PSC does deliver a Notice of
Breach with respect to such Questionable Activity within such 30 day period,
then Xxxxxxxxx will be deemed to have fully cured any breach of Section 4
resulting from such Questionable Activity, and PSC will have no right to
exercise remedies with respect to such breach, if within 15 days after the
Notice of Breach, (A) Xxxxxxxxx ceases to engage in such Questionable Activity,
(B) in the case of clause (b) above, the services of the former employee of PSC
terminate with the entity involved, and (C) in the case of clause (c) above,
any contract with the Major Customer that was obtained in connection with such
Questionable Activity is canceled. Except as expressly provided in this
Section 5, Xxxxxxxxx will have no right to notice or cure with respect to a
breach of Section 4.
6. Inventions. All inventions, improvements, technical
developments, patentable or copyrightable work products and other intellectual
property that Xxxxxxxxx helps to create wholly or partly in the course of
Xxxxxxxxx'x work for PSC or as a result of that work or use of PSC property,
and that relates to PSC's business or any natural extension of PSC's business,
will be the property of PSC. Xxxxxxxxx will promptly disclose all of such
intellectual property to PSC. Xxxxxxxxx will have no rights to such
intellectual property and hereby assigns any such
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rights to PSC, and will execute any documents reasonably requested and provided
by PSC in order to establish, protect or enforce such rights.
7. Property. At the end of Xxxxxxxxx'x employment, Xxxxxxxxx
will promptly return all PSC property and Confidential Information to PSC, and
PSC may deduct any amounts owed by Cannavino to PSC from any amounts otherwise
due to Xxxxxxxxx from PSC.
8. Termination.
(a) PSC may terminate Xxxxxxxxx'x employment under this
Agreement at any time for Cause. "Cause" means the occurrence of any
of the following circumstances: (i) Xxxxxxxxx'x refusal to follow
proper written directions of the Board, the Chairman or the Chief
Executive Officer as to specific actions within a reasonable specified
period unless the action is illegal, unethical or immoral and
Xxxxxxxxx so notifies the Board and the Chief Executive Officer of
such illegality, unethical position or immorality in writing within
five business days of the request to Xxxxxxxxx; (ii) Xxxxxxxxx'x
conviction of a felony (other than a traffic violation) or (iii)
Xxxxxxxxx'x commission of material fraud with regard to PSC. "Cause"
specifically excludes Xxxxxxxxx'x death or any physical or mental
illness affecting Cannavino.
(b) PSC may terminate Xxxxxxxxx'x employment under this
Agreement at any time for any reason other than Cause, upon which
termination PSC will pay Xxxxxxxxx severance pay equal to two year's
Base Salary (as defined below, using the highest Base Salary
previously paid to Xxxxxxxxx), to be paid on a semi-monthly basis;
provided that, unless such discharge occurs within six months
following a Change in Control, if Xxxxxxxxx receives any salary,
consulting fees or other cash compensation for services during the
second year following discharge, then any such severance payments made
during the second year following discharge and after Xxxxxxxxx first
earns such other cash compensation will be reduced by the amount of
such other cash compensation.
(c) Xxxxxxxxx may terminate his employment under this
Agreement for Good Reason, upon which termination PSC will pay
Xxxxxxxxx xxxxxxxxx pay equal to two year's Base Salary (using the
highest Base Salary previously paid to Xxxxxxxxx), to be paid on a
semi-monthly basis; provided that, unless Xxxxxxxxx'x Good Reason is
as a result of an action covered by subparagraph (i)-(iv) below that
occurs within six months following a Change in Control, if Xxxxxxxxx
receives any salary, consulting fees or other cash compensation for
services during the second year following discharge, then any such
severance payments made during the second year following discharge and
after Xxxxxxxxx first earns such other cash compensation will be
reduced by the amount of such other cash compensation. "Good Reason"
means the occurrence of any of the reasons set forth below, if within
60 days after such occurrence, Xxxxxxxxx delivers written notice to
the Board stating that he will terminate his employment with PSC if
such reason is not substantially cured within 30 days, and such reason
is not substantially cured within such 30 day period. The reasons for
Good Reason are the following:
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(i) failure to elect Xxxxxxxxx as Chief Executive
Officer of PSC within 12 months after the Effective Date;
(ii) failure to elect Xxxxxxxxx as Chairman within
24 months after the Effective Date (or such earlier time as
Xxxxxx X. Xxxxxxxx ceases to serve as Chairman), unless Xxxxxx
X. Xxxxxxxx is then the Chairman, in which case the failure to
elect Xxxxxxxxx as Chairman after Xxxxxx X. Xxxxxxxx ceases to
be Chairman;
(iii) removal of Xxxxxxxxx from the position of
President or Chief Operating Officer (unless such removal is
in conjunction with his promotion to Chief Executive Officer)
or a material diminution in the duties associated with such
position;
(iv) removal of Xxxxxxxxx from the position of
Chairman or Chief Executive Officer or a material diminution
in the duties associated with such position;
(v) a reduction in Xxxxxxxxx'x Base Salary;
(vi) a "Change in Control" of PSC, which is
defined to mean any of the following events:
(A) PSC is merged, consolidated or
reorganized into or with another corporation or other
legal entity and as a result of such merger,
consolidation or reorganization less than 50% of the
combined equity interests or voting power of the then
outstanding securities of the remaining corporation
or legal entity or its ultimate parent immediately
after such transaction are received in respect of or
in exchange for voting securities of PSC pursuant to
such transaction;
(B) PSC sells all or substantially all
of its assets to any other corporation or other legal
entity and, immediately following such sale, the
equity owners of PSC prior to such sale own less than
50% of the combined equity interests or voting power
of the then outstanding securities of such other
corporation or legal entity or its ultimate parent;
(C) any person (including any "person"
as such term is used in Section 13(d)(3) or Section
14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) has become the
beneficial owner (as the term "beneficial owner" is
defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of
securities which, when added to any securities
already owned by such person, would represent in the
aggregate (i) 50%, if PSC's common stock is not
Publicly Traded at such time, or (ii) 40%, if PSC's
common stock is
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Publicly Traded at such time, of the outstanding
securities of PSC which are entitled to vote to elect
directors;
(D) the shares of PSC common stock owned
by Xxxx Xxxxx and his family members or affiliates of
his family members are voted, separately or together
with shares owned by other shareholders, at the
request of Xxxx Xxxxx or his family members, as
necessary to constitute a majority of the outstanding
voting stock, to replace, within a six month period,
a majority of the Board with new directors and,
within six months after the new majority of directors
is in office, Xxxxxxxxx is removed as Chairman,
President, Chief Executive Officer or Chief Operating
Officer of PSC;
(E) shares of PSC common stock owned by
Swiss Bank Corporation ("SBC") or its affiliates are
voted, separately or together with shares owned by
other shareholders, at the request of SBC or its
affiliates, as necessary to constitute a majority of
the outstanding voting stock, to replace, within a
six month period, a majority of the Board with new
directors and, within six months after the new
majority of directors is in office, Xxxxxxxxx is
replaced as Chairman, President, Chief Executive
Officer or Chief Operating Officer of PSC;
(F) shares of PSC common stock owned by
the Siemens group of companies ("Siemens") or its
affiliates are voted, separately or together with
shares owned by other shareholders, at the request of
Siemens or its affiliates, as necessary to constitute
a majority of the outstanding voting stock, to
replace, within a six month period, a majority of the
Board with new directors and, within six months after
the new majority of directors is in office, Xxxxxxxxx
is replaced as Chairman, President, Chief Executive
Officer or Chief Operating Officer of PSC; or
(G) if, before the common stock of PSC
or any successor security, issued or distributed by
PSC or any successor entity, whether by way of
merger, consolidation, share exchange,
reorganization, recapitalization or otherwise, has
been listed on a registered national securities
exchange or approved for quotation in the National
Association of Securities Dealers Automated Quotation
("Nasdaq") system, more than 95% of the shares of PSC
common stock currently owned by HWGA, Ltd. and
Xxxxxxxx Family Limited Partnership area transferred
in a single or series of related transfers, other
than in one or more distributions to the partners of
such partnerships;
provided, however, that notwithstanding paragraphs (A), (B) or
(C) above, the ownership or acquisition of securities by SBC
or its affiliates (subject to the limitations of any agreement
between SBC or its affiliates and PSC) or Xxxx Xxxxx
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or his affiliates or family members or affiliates of his
family members or Siemens or its affiliates (subject to the
limitations of any agreement between Siemens or its affiliates
and PSC) will not constitute, or be deemed to cause, a Change
in Control, except that (x) a Change in Control will be deemed
to have occurred if either Siemens and its affiliates or SBC
and its affiliates own more than 45% of the outstanding
securities of PSC that are entitled to elect directors and
such ownership continues for one year and (y) if PSC
terminates Xxxxxxxxx'x employment during such year without
Cause or Xxxxxxxxx terminates with Good Reason, then such
termination will be deemed to have occurred immediately
following a Change in Control and Xxxxxxxxx'x rights under
this Agreement and the Option Grant will be adjusted
accordingly (and retroactively, to the extent necessary); or
(vii) any other material breach by PSC of its
obligations under this Agreement.
(d) Xxxxxxxxx may terminate his employment under this
Agreement without Good Reason, but in such event PSC will have no
further obligations to Xxxxxxxxx hereunder, except for the payment of
accrued Base Salary through the date of termination.
(e) The parties agree that actual damages in the event of
a breach of this Agreement by PSC are speculative and that the
severance payments set forth in paragraphs (b) and (c) above
constitute liquidated damages and are a reasonable estimate of the
actual damages that would result from a breach of this Agreement by
PSC. Xxxxxxxxx is not entitled to any additional damages whatsoever.
If PSC tenders such severance pay, Xxxxxxxxx hereby waives and
relinquishes any cause of action relating to his employment or
termination under this Agreement (excluding any claim for Base Salary
and any claim for nondiscretionary benefits, bonus payments,
indemnification or insurance to which Xxxxxxxxx is entitled under
PSC's articles of incorporation, bylaws or other agreements binding on
PSC, in each case through the date of termination, other than with
respect to indemnification or director and officer insurance, and any
claim under the Option Grant, dated as of July 27, 1995 from PSC to
Xxxxxxxxx (the "Option Grant")), and if he institutes any such cause
of action against PSC or its directors, officers or employees under or
in connection with this Agreement, Xxxxxxxxx forfeits any entitlement
to the severance payments provided in paragraphs (b) and (c) above and
will be entitled to no damages whatsoever. Notwithstanding the
foregoing, Xxxxxxxxx may bring a claim against PSC or its directors,
officers or employees for defamation if he first returns any severance
payments previously made hereunder, and upon bringing such claim he
will forfeit his right to any additional severance payments hereunder
unless and until he is successful in winning a final judgment on such
claim (in which case PSC will be liable for the full amount of
severance pay required hereunder).
9. Compensation. During the term of this Agreement, PSC will pay
Xxxxxxxxx a salary of $41,666.67 per month, which salary may be revised by the
Board from time to time (the "Base Salary"), plus a bonus, if any, to be
determined in the sole discretion of the Board and payable as of the end of
each calendar year other than 1995. Xxxxxxxxx will also receive
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a signing bonus, payable as of the Effective Date, in an amount to be
determined by the current Chairman.
10. Benefits. Xxxxxxxxx will be entitled to receive employee
benefits as established or revised by PSC from time to time for its senior
executive officers. Xxxxxxxxx will receive medical coverage, dependent medical
coverage and disability coverage on the same terms as the other executive
officers of PSC. Xxxxxxxxx will be entitled to indemnification and will
receive directors' and officers' liability insurance to the maximum extent
provided to other directors and executive officers of PSC and its subsidiaries
from time to time. Xxxxxxxxx will receive life insurance coverage on the same
terms as provided to the current Chairman, if Xxxxxxxxx submits to a physical
examination and receives an insurability rating that provides for no higher
premium than that paid by PSC for the current Chairman; provided that, if
Xxxxxxxxx'x premium would be higher than that paid by PSC for the current
Chairman, Xxxxxxxxx may obtain a lower amount of coverage, so as to reduce the
premium to that paid for the current Chairman, or may obtain equivalent
coverage by paying the difference between his actual rate and the rate paid for
the current Chairman. Xxxxxxxxx will be provided the benefits of the standard
PSC relocation policy provided to employees relocating when already employed by
PSC and given the most favorable reasonable alternatives within that policy in
connection with Xxxxxxxxx'x permanent relocation to the Dallas, Texas area,
which relocation Xxxxxxxxx agrees he will make within two years of the
Effective Date. Xxxxxxxxx will be provided with a PSC paid apartment, car,
temporary living expenses and commuting expenses during the period of up to one
year prior to such permanent relocation.
11. Legal Fees. PSC will pay all reasonable legal fees incurred
by Xxxxxxxxx through the date hereof in connection with the negotiation and
documentation of this Agreement, the Stock Option Grant and the other documents
specifically referenced herein or therein.
12. Withholding. PSC may withhold from any amounts payable under
this Agreement all federal, state, city or other taxes as may be required
pursuant to any law or government regulation or ruling.
13. Survival. The provisions of Sections 3, 4, 5, 6 and 7 will
survive any termination of this Agreement and will continue to be enforceable
against Xxxxxxxxx after his employment with PSC ends.
14. Action by PSC. Any election, consent, waiver or other action
that may be taken by PSC hereunder will be taken by the Chairman, unless
Xxxxxxxxx is then serving in such capacity, in which case such action will be
taken by the Board.
15. Notices. Any notice to PSC that is required or permitted by
this Agreement must be addressed to PSC at its principal office to the
attention of the Chairman (unless Xxxxxxxxx is then the Chairman, in which case
to the attention of the Board of Directors), with a copy to the General
Counsel. Any notice to Xxxxxxxxx that is required or permitted by this
Agreement must be addressed to Xxxxxxxxx at the most recent address for
Xxxxxxxxx reflected in the appropriate records of PSC, with copies to Proskauer
Xxxx Xxxxx & Xxxxxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxxx X. Xxxxxx (telecopy: 212-969-2900). Either party
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may at any time change its address for notification purposes by giving the
other prior written notice of the new address and the date upon which it will
become effective. Whenever this Agreement requires or permits any notice from
one party to another, the notice must be in writing and must be sent by
courier, overnight delivery service, facsimile or certified mail, return
receipt requested, and such notice will be deemed to be given (a) if sent by
courier, on the date actually delivered, (b) if sent by overnight delivery
service, one day after being sent, (c) if sent by telecopy, on the date that
confirmation of transmission is received by the sender, or (d) if sent by
certified mail, on the third business day after being mailed.
16. Enforcement. This Agreement will be governed by and construed
in accordance with the laws of the State of Texas, without regard to the choice
of law rules thereof. PSC will be entitled, in addition to any other remedies
it may have at law or in equity, to temporary and permanent injunctive and
other equitable relief to enforce the provisions of this Agreement. Any action
to enforce the provisions of, or otherwise relating to, this Agreement may be
brought in the appropriate courts in Dallas, Dallas County, Texas, and
Xxxxxxxxx hereby consents to the personal jurisdiction of such courts in any
such action; provided that, at the request of PSC or Xxxxxxxxx, any claim or
dispute arising out of or relating to this Agreement or Xxxxxxxxx'x employment
by PSC or the termination of such employment, including any federal or state
statutory claims, will be resolved without resort to the courts solely through
mediation and, if mediation is not successful, through binding arbitration
pursuant to the rules of the American Arbitration Association. A judgment upon
the award rendered by the arbitrators may be entered by any court having
jurisdiction. Neither party will be liable to the other for punitive damages
for any such claim or dispute.
17. Entire Agreement. This Agreement and the other documents and
instruments specifically referenced herein constitute the entire agreement
between the parties hereto with respect to the subject matter hereof and
thereof, and except as expressly set forth herein or therein, there are no
agreements or representations, written or oral, express or implied, with
respect to such subject matter. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Xxxxxxxxx and PSC. No waiver by either party
hereto of any condition or provision of this Agreement to be performed by the
other party will be deemed a waiver of any other provisions or conditions at
the same or at any prior or subsequent time.
18. Severability. If any provision of this Agreement is held to
be invalid or unenforceable for any reason, the validity and enforceability of
all other provisions of this Agreement will not be affected thereby.
19. Counterparts. This Agreement may be executed in any number of
multiple counterparts and by different parties on separate counterparts, all of
which when taken together will constitute one and the same agreement.
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IN WITNESS WHEREOF, and intending to be legally bound, Xxxxxxxxx and a
duly-authorized representative of PSC have executed this Agreement as of the
date first above written.
/s/ XXXXX X XXXXXXXXX
------------------------------------------
XXXXX X. XXXXXXXXX
XXXXX SYSTEMS CORPORATION
By: /s/ XXXXX XXXXXXX
---------------------------------------
Name: Xxxxx Xxxxxxx
-------------------------------------
Title: Vice President and General Counsel
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SCHEDULE I TO
EMPLOYMENT AGREEMENT
List of Competitors
Electronic Data Systems Corporation
Computer Sciences Corporation and CSC Index
SHL System House Inc.
Integrated Systems Solutions Corporation
American Management Systems
The Solutions company of AT&T
SEMA
Xxxxxxxx Consulting
Deloitte & Touche [any business competitive with PSC]
Ernst & Young [any business competitive with PSC]
Cap Gemini Sogeti
KPGM Peat Marwick [any business competitive with PSC]
Price Waterhouse [any business competitive with PSC]
A.D. Little
Cambridge Technology
Xxxxx Xxxxx
Siemens [any business competitive with PSC]
Daimler-Benz [any business competitive with PSC]
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