EXHIBIT 10.11
NATIONAL INFORMATION CONSORTIUM, INC.
KEY EMPLOYEE AGREEMENT
FOR
XXXXX XXXXXX
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 9th
day of November, 1999, by and between Xxxxx Xxxxxx ("Executive") and NATIONAL
INFORMATION CONSORTIUM, INC., a Colorado corporation (the "Company").
WHEREAS, the Company desires to employ Executive to provide personal
services to the Company and to the Company's subsidiaries, and wishes to provide
Executive with certain compensation and benefits in return for Executive's
services; and
WHEREAS, Executive wishes to be employed by the Company and provide
personal services to the Company and to the Company's subsidiaries in return for
certain compensation and benefits;
NOW, THEREFORE, the parties hereto agree as follows:
1. EMPLOYMENT BY THE COMPANY.
1.1. Subject to terms set forth herein, the Company or a subsidiary of
the Company, agrees to employ Executive in the position of Chief Technology
Officer and Executive hereby accepts such employment effective as of the date
first written above. During the term of employment with the Company, Executive
will devote their best efforts and substantially all of their business time and
attention (except for vacation periods and reasonable periods of illness or
other incapacity's permitted by the Company's general employment policies) to
the business of the Company.
1.2. Executive will serve in an executive capacity and shall perform
such duties as are customarily associated with their then current title,
consistent with the Bylaws of the Company and as required by the Company's Board
of Directors (the "Board").
1.3. The employment relationship between the parties shall also be
governed by the general employment policies and practices of the Company,
including those relating to protection of confidential information and
assignment of inventions, except that when the terms of this Agreement differ
from or are in conflict with the Company's general employment policies or
practices, this Agreement shall control.
2. COMPENSATION
2.1. Salary. Executive shall receive for services to be rendered
hereunder an annualized base salary of $130,000.00, payable in equal
installments (prorated for portions of a pay period) on the Company's regular
pay days and the Company will
withhold from such compensation all applicable federal and state income,
social security and disability and other taxes as required by applicable laws.
2.2. STANDARD COMPANY BENEFITS. Executive shall be entitled to all
rights and benefits for which they are eligible under the terms and conditions
of the standard Company benefits and compensation practices which may be in
effect from time to time and provided by the Company to its employees generally.
3. PROPRIETARY INFORMATION OBLIGATIONS
3.1. AGREEMENT. Executive agrees to execute and abide by the
Proprietary Information and Inventions Agreement attached hereto as EXHIBIT A.
4. TERMINATION OF EMPLOYMENT
4.1. TERMINATION WITHOUT CAUSE.
(a) The Company shall have the right to terminate Executive's
employment with the Company at any time without cause.
(b) In the event Executive's employment is terminated without
cause, the Company shall pay Executive 12 months' base compensation in a single
lump sum distribution on the first regular Company pay period after said
termination.
4.2. TERMINATION FOR CAUSE.
(a) The Company shall have the right to terminate Executive's
employment with the Company at any time for cause. Written notification of
termination and specific cause of termination shall be provided to the Executive
at the time of termination.
(b) "Cause" for termination shall mean an employee's
conviction of a felony or the willful and deliberate failure of an employee to
perform his customary duties, in a manner consistent with the manner reasonably
prescribed by the Board of Directors or President of Buyer (other than any
failure resulting from his incapacity due to physical or mental illness,
disability or death) after not less than thirty (30) days prior written notice
from Buyer.
(c) In the event the Executive is notified in writing their
employment is to be terminated for cause, the Executive shall be given thirty
days from date of notification to cure the specific cause(s) set forth in the
notification.
(d) In the event Executive's employment is terminated at any
time for cause, the executive shall not be entitled to severance pay, pay in
lieu of notice or any other such compensation; PROVIDED, HOWEVER, Executive
shall be entitled and shall receive all compensation earned prior to and
including the date of termination.
4.3. VOLUNTARY OR MUTUAL TERMINATION.
(a) Executive may voluntarily terminate their employment in
writing with the Company at any time, after which no further compensation will
be paid to Executive.
(b) In the event Executive voluntarily terminates their
employment, Executive shall not be entitled to severance pay, pay in lieu of
notice or any other such compensation; PROVIDED, HOWEVER, Executive shall be
entitled and shall receive all compensation earned prior to and including the
date of termination.
5. NON-INTERFERENCE; NON-COMPETITION.
5.1. AGREEMENT. Executive agrees to execute and abide by the
Noncompetition Agreement attached hereto as EXHIBIT B.
6. GENERAL PROVISION.
6.1. NOTICES. Any notices provided hereunder must be in writing and
shall be deemed effective upon the earlier of personal delivery (including
personal delivery by facsimile) or the third day after mailing by first class
mail, to the Company at its primary office location and to Executive at the
address listed on the Company payroll.
6.2. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.
6.3. WAIVER. If either party should waive any breach of any provisions
of this Agreement, they or it shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provision of this
Agreement.
6.4. COMPLETE AGREEMENT. This Agreement and its Exhibits, constitute
the entire agreement between Executive and the Company and it is the complete,
final, and exclusive embodiment of their agreement with regard to the material
terms of executive employment, compensation, and duration. It is entered into
without reliance on any promise or representation other than those expressly
contained herein, and it cannot be modified or amended except in a writing
signed by Executive and an officer of the Company.
6.5. COUNTERPARTS. This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
Agreement.
6.6. HEADINGS. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.
6.7. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Executive and the Company, and
their respective successors, assigns, heirs, executors and administrators,
except that Executive may not assign any of their duties hereunder and they may
not assign any of their rights hereunder without the written consent of the
Company, which shall not be withheld unreasonably.
6.8. ATTORNEY FEES. If either party hereto brings any action to enforce
their or its rights hereunder, the prevailing party in any such action shall be
entitled to recover their or its reasonable attorneys' fees and costs incurred
in connection with such action.
6.9. CHOICE OF LAW. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the law of the State of
Kansas.
IN WITNESS WHEREOF, the parties have executed this Key Employee
Agreement on the day and year first above written.
NATIONAL INFORMATION CONSORTIUM, INC.:
By: /s/ Xxx Xxxxxxxxxxx
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Name: Xxx Xxxxxxxxxxx
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Title: Executive Vice President
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EXECUTIVE:
/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
