Exhibit 10.6
EMPLOYMENT AND NON-COMPETITION AGREEMENT
THIS EMPLOYMENT AGREEMENT AND NON-COMPETITION AGREEMENT
("Agreement") is made and entered into as of the 30th day of November, 1999,
by and between PRIMIS, INC., a Georgia corporation (the "Company"), and
XXXXXX XXXXXXXX XXXXXXX, an individual ("Employee").
RECITAL:
Employee desires to be employed by the Company and the Company desires
to employ Employee on the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed by and between the
parties hereto as follows:
1. EMPLOYMENT. The Company hereby employs Employee and Employee accepts
employment by the Company and agrees to serve the Company, upon the terms and
conditions hereinafter set forth.
2. TERM. Employee's employment shall be for a term commencing on the
date hereof and ending on November 30, 2003, unless Employee's employment
terminates prior thereto as provided in Section 7 (the "Term"). Thereafter,
this Agreement shall continue in full force and effect, except that Section 7
shall no longer be applicable, and either party hereto may terminate
Employee's employment hereunder upon ninety (90) days prior written notice to
the other.
3. DUTIES. Employee shall be employed by the Company as Vice President
and Chief Legal Officer. So long as she is employed hereunder, Employee agrees
to devote her full business time and energy to the business and affairs of the
Company, to perform her duties hereunder to the best of her ability and at a
level of competency consistent with the position occupied, to act on all matters
in a manner she reasonably believes to be in and not opposed to the best
interests of the Company, to use her best efforts, skill and ability to promote
the profitable growth of the Company, and to perform such other duties as may be
assigned to her by the Company's Chief Executive Officer, Chairman or by the
Company's Board of Directors ("Board") from time to time.
4. COMPENSATION AND BENEFITS. For all services rendered by Employee,
the Company shall pay compensation and provide benefits to Employee as follows:
A. SALARY. The Company shall pay Employee an annual salary
("Salary") of One Hundred Twenty-five Thousand Dollars ($125,000), payable not
less frequently than monthly. At least once every twelve (12) months the Board
shall review Employee's Salary and make such adjustments to the Salary as it
reasonably deems appropriate, provided that the Salary shall not be reduced.
B. INCENTIVE CASH BONUS. Within seventy-five (75) days after
the end of fiscal year 2000 of the Company, the Company shall pay Employee a
cash bonus (the "Incentive Cash Bonus"), in an amount not to exceed Fifty
Thousand Dollars ($50,000), prorated for the portion of such fiscal year that
Employee was employed by the Company, if, and only if, Employee achieves
specific goals concerning the financial or other performance of the Company as
established by the Board after consultation with the Employee within sixty (60)
days from the later of the date of this Agreement or the start of such fiscal
year. Within seventy-five (75) days after the end of each fiscal year
thereafter, Company shall determine, and if appropriate, pay Employee an
Incentive Cash Bonus, in an amount not to exceed Fifty Thousand Dollars
($50,000), determined by and in the reasonably exercised discretion of the Board
and based upon the Employee's achievement of specific goals concerning the
financial or other performance of the Company for such fiscal year, previously
established by the Board after consultation with the Employee. At least once
every twelve (12) months the Board shall review the maximum amount of Employee's
potential Incentive Cash Bonus and make such adjustments to such maximum amount
thereof as it reasonably deems appropriate provided that such maximum amount
shall not be reduced.
C. BUSINESS EXPENSES. The Company shall reimburse Employee for
her reasonable direct out-of-pocket ordinary and necessary expenses, including
trade association dues, if any, incurred by Employee in the performance of her
services hereunder and for which Employee properly accounts in accordance with
the Company's regulations and procedures in effect from time to time.
D. ADDITIONAL BENEFITS. Employee shall be entitled to
participate on the same terms and conditions as employees similarly situated in
any and all employee retirement, medical, life and disability insurance,
vacation and other benefits plans and perquisites as may be established and in
effect from time to time and made available to employees of the Company.
5. STOCK OPTIONS. Subject to approval of the Company's Board of
Directors, Company shall grant to Employee, pursuant to the terms of the Stock
Option Agreement to be entered into by the Company and Employee as of the date
hereof substantially in the form attached hereto as EXHIBIT A, an option to
purchase 50,000 shares of common stock of the Company at an exercise price of
$6.00 per share, to vest as follows: 12,500 of the option shares shall vest and
Employee may exercise her option to purchase such shares on and after one (1)
year from the date hereof; 12,500 of the option shares shall vest and Employee
may exercise her option to purchase such shares on and after two (2) years from
the date hereof; 12,500 of the option shares shall vest and Employee may
exercise her option to purchase such shares on and after three (3) years from
the date hereof; 12,500 of the option shares shall vest and Employee may
exercise her option to purchase such shares on and after four (4) years from the
date hereof.
Without any representation or warranty by or on the part of the
Company, to the extent any portion of the option granted to Employee pursuant to
this Section 5 can, by the terms set forth above, qualify as an incentive stock
option under the provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), the parties hereto intend that the same shall be treated as an
incentive stock option, and to the
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extent any portion of the option cannot qualify as an incentive stock option
under the Code, the parties hereto intend that the same shall be treated as a
nonstatutory option.
6. WITHHOLDING. The Company shall be authorized to deduct and withhold
from Employee's compensation such sums as are required by law to be deducted and
withheld.
7. EVENTS CAUSING TERMINATION OF EMPLOYMENT. Employee's employment with
the Company shall terminate prior to the expiration of the Term, without further
obligation on the part of the Company, except as provided in this Agreement,
only upon the occurrence of any of the following events:
A. The voluntary resignation of Employee;
B. The death of Employee;
C. The discharge of Employee for misconduct, dishonesty or
fraud on Employee's part in connection with the performance of any duties
hereunder;
D. The discharge of Employee for a material breach by Employee
of any of the terms of Sections 9, 10 or 12 of this Agreement;
E. The discharge of Employee upon a determination by the
Board, acting in good faith and with reasonable justification, that Employee's
performance in her position as Vice President and Chief Legal Officer of the
Company has been unsatisfactory, after first having given written notice to the
Employee that her performance has been unsatisfactory (which notice shall set
forth in reasonable detail the nature of the unsatisfactory performance), and
Employee having failed to cure such unsatisfactory performance within thirty
(30) days thereafter to the reasonable satisfaction of the Company; PROVIDED,
HOWEVER, that Employee's performance in her position as Vice President and Chief
Legal Officer of the Company shall not be considered unsatisfactory by the Board
based solely and exclusively on any action taken by Employee (or Employee's
failure to act) with respect to matters affecting the Company if such action (or
inaction) is consistent with the ethical obligations imposed on Employee as a
licensed attorney and Employee takes such action (or fails to act) in the
reasonable exercise of her professional judgment as a licensed attorney;
F. The discharge of Employee upon a determination that
Employee has been unable, for any continuous period of at least three (3)
months, or for shorter periods aggregating three (3) months during any 12-month
period, to perform her duties hereunder by reason of injury, illness or other
physical or mental disability (such determination to be made by agreement
between the Company and Employee, or, in the event the Company and Employee are
unable to agree on such determination, and upon written notice thereof by either
party to the other, then each of the Company and Employee shall, within ten (10)
days after such notice is given, select a qualified and licensed physician, and
such physicians together shall
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select a third licensed and qualified physician who will make such determination
within thirty (30) days after his or her appointment and whose determination
shall be binding upon all parties hereto); or
G. The discharge of Employee for conviction of Employee of a
crime involving moral turpitude.
8. PAYMENTS TO EMPLOYEE UPON TERMINATION OF EMPLOYMENT.
A. Subject to the provisions of Sections 8(B) and 8(C) below,
in the event Employee's employment with the Company shall terminate during the
Term for any of the reasons set forth in Section 7, or thereafter pursuant to
Section 2: [i] Employee's Salary shall be prorated and paid through the date of
termination; and [ii] all unvested options to purchase common stock of the
Company shall cease and terminate as of the date of termination.
B. In the event of Employee's termination pursuant to Section
7(B) or 7(F) hereof, Employee shall be entitled to receive, at such time as it
would otherwise be payable, any Incentive Cash Bonus which would have been
payable, based upon the Company's performance over the full fiscal year,
prorated for that portion of the fiscal year during which the Employee was
employed by the Company.
C. In the event of Employee's termination pursuant to Section
7(F), the Company agrees to continue to pay Employee her full Salary during such
period of disability, said payments to continue for a maximum of six (6) months.
Thereafter, Employee shall be paid disability benefits pursuant to the
disability insurance, if any, established by the Company and in which Employee
participates pursuant to Section 4(D) of this Agreement.
9. COVENANTS NOT TO SOLICIT OR COMPETE.
A. NON-COMPETITION. Employee recognizes one of the inducements
for the Company to enter into this agreement of employment is the understanding
that there will be no competition or interference, directly or indirectly, for a
period of time after the termination of her employment with the Company.
Employee further recognizes and acknowledges that, in consideration of the scope
of the business of the Company and the nature of the services Employee provides
to the Company as Vice President and Chief Legal Officer, and in order to
protect the Company's legitimate interests, Employee's covenant not to compete
must include each of the areas where the Company currently does business, which
areas include Alabama, Arizona, California, District of Columbia, Florida,
Georgia, Maryland, Michigan, North Carolina, Nevada, Ohio, Oregon, Texas,
Virginia and Washington (collectively, the "Territory"), to the extent Employee
hereafter actively performs, supervises or assists in the Company's business in
such areas or has material contact with customers of the Company within such
areas. In consideration of the covenants herein, Employee agrees that for the
period she is employed by the Company (whether during the Term or after the Term
ends) and for a one-year period immediately following the termination of her
employment with the Company for any reason whatsoever, she shall not, within the
Territory, in any
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manner, directly or indirectly or by assisting others, engage in any business
which is the same or essentially the same as the business of the Company, such
business being the business of real estate information services, including
commercial and residential real estate appraisals, title exams, flood
certifications and credit reports, as an manager or as a supervisor,
administrator, executive, senior or management level employee, owner,
proprietor, shareholder or consultant; provided that Employee shall not be
restricted from owning less than 3% of the outstanding shares of a company whose
shares are publicly traded.
B. NON-SOLICITATION. Employee agrees that for the period she
is employed by the Company (whether during the Term or after the Term ends) and
for a one-year period immediately following the termination of her employment
with the Company for any reason whatsoever, she shall not (other than in the
regular course of the Company's business), within the Territory, solicit,
directly or indirectly, business of the type then being performed therein by the
Company from any person, partnership, corporation or other entity which [a] is a
customer of the Company within the Territory at the time Employee's employment
with the Company terminates, including an actively-sought prospective customer,
or [b] was such a customer within the two-year period immediately prior thereto,
for the purposes of providing products or services that are competitive with
those provided by the Company, provided that in the case of either [a] or [b],
Employee had material contact with such customer during and as a part or result
of her employment with the Company.
10. NON-INDUCEMENT AND NON-DISCLOSURE.
A. NON-INDUCEMENT. Employee agrees that for the period she is
employed by the Company (whether during the Term or after the Term ends) and for
a two-year period immediately following the termination of her employment with
the Company for any reason whatsoever, she shall not directly or indirectly,
individually or on behalf of persons not parties to this Agreement, aid or
endeavor to solicit or induce any of the Company's employees to leave their
employment with the Company in order to accept employment with Employee or
another person, partnership, corporation or other entity.
B. NON-DISCLOSURE. At no time shall Employee divulge, furnish
or make accessible to anyone (other than in the regular course of the Company's
business) any knowledge or information with respect to confidential information
or data of the Company, or with respect to any confidential information or data
of any of the customers of the Company, or with respect to any other
confidential aspect of the business or products or services of the Company or
its customers.
11. INJUNCTIVE RELIEF FOR BREACH: ENFORCEABILITY. Employee agrees that
Company may not be adequately compensated by damages for a breach by Employee of
any of the covenants contained in Sections 9 and 10, and that, in addition to
all other remedies, the Company shall be entitled to injunctive relief and
specific performance. In such event, the periods of time referred to in Sections
9 and 10 shall be deemed extended for a period equal to the respective period
during which Employee is in breach thereof, in order to provide for injunctive
relief and specific performance for a period equal to the full term thereof. The
covenants contained in Sections 9 and 10 shall be construed as separate
covenants, and if
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any court shall finally determine that the restraints provided for in any such
covenants are too broad as to the geographic area, activity or time covered,
said area, activity or time covered may be reduced to whatever extent the court
deems reasonable and such covenants shall be enforced as to such reduced area,
activity or time and Employee expressly agrees that this Agreement, as so
amended, shall be valid and binding.
12. PROPRIETARY RIGHTS.
A. RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all
times during the term of her employment and thereafter, Employee will hold in
strictest confidence and will not disclose, use, lecture upon or publish any of
the Company's Proprietary Information (defined below), except as such
disclosure, use or publication may be required in connection with her work for
the Company, or unless the Chief Executive Officer or the Board of Directors of
the Company expressly authorizes such in writing. Employee shall and hereby does
assign to the Company any rights she may have or acquire in such Proprietary
Information and recognizes that all Proprietary Information shall be the sole
property of the Company and its assigns and that the Company and its assigns
shall be the sole owner of all patent rights, copyrights, trade secret rights
and all other rights throughout the world (collectively, "Proprietary Rights")
in connection therewith. The term "Proprietary Information" shall mean trade
secrets, confidential knowledge, data or any other proprietary information of
the Company which the Company treats as confidential with respect to the general
public. By way of illustration but not limitation, "Proprietary Information"
includes (a) inventions, trade secrets, ideas, processes, formulas, data,
programs, other words of authorship, know-how, improvements, discoveries,
developments, designs and techniques relating to the business or proposed
products of the Company and which were learned or discovered by Employee during
the term of her employment with the Company (hereinafter collectively referred
to as "Inventions"); and (b) information regarding plans for research,
development, new products and services, marketing and selling, business plans,
budgets and unpublished financial statements, licenses, prices and costs,
suppliers and customers which were learned or discovered by her during the term
of her with the Company, and information regarding the skills and compensation
of other employees of the Company. For purposes of this Agreement, the term
"Proprietary Information" shall not include information that Employee can show
by competent proof (i) was known to Employee prior to disclosure by the Company;
(ii) was generally known to the public at the time Company disclosed the
information to Employee; (iii) became generally known to the public after
disclosure by the Company through no act or omission of Employee; or (iv) was
disclosed to Employee by a third party having a bona fide right both to possess
the information and to disclose it to Employee.
B. THIRD PARTY INFORMATION. Employee understands, in addition,
that the Company may from time to time receive from third parties confidential
or proprietary information ("Third Party Information") subject to a duty of the
Company's part to maintain the confidentiality of such information and to use it
only for certain limited purposes. During the term of her employment and
thereafter, Employee will hold Third Party Information in the strictest
confidence and will not disclose to anyone (other than Company personnel who
need to know such information in connection with their work for the Company)
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or use, except in connection with her work for the Company, Third Party
Information unless expressly authorized by the Chairman or Chief Executive
Officer of the Company in writing.
C. ASSIGNMENT OF INVENTIONS.
[1] Employee shall and hereby does assign to the
Company all her right, title and interest in and to any and all Inventions (and
all Proprietary Rights with respect thereto) whether or not patentable or
registrable under copyright or similar statutes that were made or conceived or
reduced to practice or learned by her, either alone or jointly with others,
during the period of her employment with the Company.
[2] Employee shall and hereby does acknowledge that
all original works of authorship which are made by her (solely or jointly with
others) during the term of her employment with the Company and that are within
the scope of her employment and which are protectable by copyright are "works
made for hire," as that term is defined in the United States Copyright Act (17
U.S.C., Section 1201). Inventions assigned to or as directed by the Company by
this Section 12.C are hereinafter referred to as "Company Inventions."
D. ENFORCEMENT OF PROPRIETARY RIGHTS. Employee will assist the
Company in every proper way to obtain and from time to time enforce United
States and foreign Proprietary Rights relating to Company Inventions in any and
all countries. To that end she will execute, verify and deliver such documents
and perform such other acts (including appearances as a witness) as the Company
may reasonably request for use in applying for, obtaining, perfecting,
evidencing, sustaining and enforcing such Proprietary Rights and the assignment
thereof. In addition, Employee will execute, verify and deliver assignments of
such Proprietary Rights to the Company or its designee. Employee's obligation to
assist the Company with respect to Proprietary Rights relating to such Company
Inventions in any and all countries shall continue beyond the termination of her
employment, but the Company shall compensate her at a reasonable rate after
Employee's termination for the time actually spent by her at the Company's
request on such assistance. In the event the Company is unable for any reason,
after reasonable effort, to secure Employee's signature on any document needed
in connection with the actions specified in the preceding, Employee hereby
irrevocably designates and appoints the Company and its duly authorized officers
and agents as her agent and attorney in fact, to act for and in her behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph thereon with
the same legal force and effect as if executed by Employee. Employee hereby
waives and quitclaims to the Company any and all claims, of any nature
whatsoever, which she now or may hereafter have for infringement of any
Proprietary Rights assigned hereunder to the Company.
E. PRIOR INVENTIONS. Inventions, if any, patented or
unpatented, which Employee made prior to the commencement of her employment with
the Company are excluded from the scope of this Agreement.
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F. RETURN OF COMPANY DOCUMENTS. When Employee leaves the
employ of the Company, she will deliver to the Company all drawings, notes,
memoranda, specifications, devices, formulas, and documents, together with all
copies thereof, and any other material containing or disclosing any Company
Invention, Third Party Information or Proprietary Information of the Company.
Employee further agrees that any property situated on the Company's premises and
owned by the Company, including disks and other storage media, filing cabinets
or other work areas, is subject to inspection by Company personnel at any time
with or without notice.
G. LEGAL AND EQUITABLE REMEDIES. Because Employee's services
are personal and unique and because Employee may have access to and become
acquainted with the Proprietary Information of the Company, the Company shall
have the right to enforce this Section 12 of the Agreement and any of its
provisions by injunctions, specific performance or other equitable relief,
without bond, without prejudice to any other rights and remedies that the
Company may have for a breach of this Agreement.
H. PERMITTED DISCLOSURE OF PROPRIETARY INFORMATION. Anything
to the contrary herein notwithstanding, disclosure by Employee of Proprietary
Information shall not be precluded if such disclosure is in response to a valid
order of a governmental body or is otherwise required by law; provided, however,
that Employee shall, if reasonably possible, first have given notice thereof to
the Company and shall have, as appropriate: [i] fully cooperated in the
Company's attempt, if any, to obtain a "protective order" from the appropriate
governmental body; or [ii] attempted to classify such documents to prevent
access by the public, in accordance with the provisions of any law pertaining to
freedom of information.
13. EMPLOYEE'S ETHICAL OBLIGATIONS AS AN ATTORNEY. The parties hereto
acknowledge that Employee is an attorney licensed to practice in the state(s) of
_____________, and is therefore subject to certain ethical obligations imposed
on her as an attorney by such state(s), which among other things, prohibit
Employee from entering into agreements, such as an employment agreement, which
restrict or otherwise limit her ability to practice law, represent certain
clients or pursue certain types of claims, cases or kinds of representations.
Notwithstanding anything contained elsewhere in this Agreement, this Agreement,
and in particular Sections 9, 10 and 12 hereof, does not attempt to limit or
restrict, and should not be construed as limiting or restricting, both during
the term of her employment with the Company and thereafter, Employee's ability,
in her role as a licensed attorney, to practice law, represent certain clients
or pursue certain types of claims, cases or kinds of representations, except
where any of the foregoing would otherwise violate or conflict with the ethical
obligations imposed on Employee in the state(s) in which she is licensed to
practice law.
14. NOTICES. All notices and other communications hereunder shall be in
writing and shall be given or made by hand delivery, or by certified or
registered mail, return receipt requested, postage prepaid, or by telegram, as
follows, or to such other person or address as shall be hereafter designated by
notice given in accordance with this Section:
A. If to the Company: Primis, Inc.
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Attn: C. Xxxxx Xxxxxxx
Suite 320
11475 Xxxxx Xxxx Xxx
Xxxxxxxxxx, Xxxxxxx 00000
With a copy to: Xxxxx, Tarrant & Xxxxx
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
B. If to Employee: Xxxxxx Xxxxxxxx Xxxxxxx
000 Xxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Any notice or other communication hereunder shall be deemed to have been duly
given or made if made by hand, when delivered against receipt therefor or when
attempted delivery shall be rejected, as the case may be, if made by letter,
upon deposit thereof in the mail, postage prepaid, registered or certified, with
return receipt requested, and if made by telegram, facsimile or reputable
overnight courier when sent. Notwithstanding the foregoing, any notice or other
communication hereunder which is actually received by a party hereto shall be
deemed to have been duly given or made to such party.
15. MISCELLANEOUS.
A. ASSIGNMENT. This is a contract for personal services by
Employee and may not be assigned by Employee. This Agreement shall inure to the
benefit of and be binding upon the Company and its successors and assigns.
B. WAIVER OF BREACH. Failure or delay by either party to
insist upon compliance with any provision hereof shall not operate as, and is
not to be construed as, a waiver or amendment of such provision. The waiver by
either party of a breach of any provision of this Agreement by the other shall
not operate or be construed as a waiver of any subsequent breach, whether
occurring under similar or dissimilar circumstances.
C. ENTIRE AGREEMENT: CANCELLATION OF PRIOR AGREEMENTS. This
Agreement contains the entire agreement of the parties with respect to the
subject matter hereof. It may not be changed orally, but only by an amendment in
writing signed by the parties hereto. All prior agreements or understandings
concerning Employee's employment by the Company are hereby canceled and
superseded by this Agreement.
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D. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
the remainder of this Agreement.
E. HEADINGS. The headings contained in this Agreement are for
convenience only and shall not be deemed a part of this Agreement in construing
or interpreting the provisions hereof.
F. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia. In connection
with the enforcement of this Agreement, the parties consent to jurisdiction in
the courts of Georgia. The prevailing party in any action to enforce this
Agreement shall be entitled to attorneys' fees from the non-prevailing party.
G. REMEDIES. In accordance with O.C.G.A. ss. 9-9-2(c)(9), as
evidenced by the parties affixing their initials hereon next to this Section
15.G., any controversy arising out of, or relating to, this Agreement or any
modification or extension of this Agreement, including any claim for damages,
recission, specific performance or other legal or equitable relief, shall be
settled by arbitration in the City of Atlanta, State of Georgia, in accordance
with the rules then obtaining of the American Arbitration Association. The
determination of the arbitrator when made shall be binding upon all parties
bound by the terms of this Agreement. Judgment upon the award rendered by the
arbitrator may be entered in any court of competent jurisdiction. The foregoing
notwithstanding, the Company shall have the right to seek injunctive relief from
any court of competent jurisdiction in the event of any breach or threatened
breach of Sections 9, 10 or 12 of this Agreement. Initials:
Company: ______________________; Employee: _____________________.
H. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the undersigned has executed this
counterpart signature page to this Employment Agreement between Primis, Inc. and
Xxxxxx Xxxxxxxx Xxxxxxx on the date set forth below but effective as of the day
and year first written on page 1 of this Agreement.
PRIMIS, INC.
By:
-------------------------------------
Dated __________ ___, 1999 Title:
----------------------------------
("Company")
[Signature Page to Employment Agreement
between Primis, Inc. and Xxxxxx Xxxxxxxx Xxxxxxx]
IN WITNESS WHEREOF, the undersigned has executed this
counterpart signature page to this Employment Agreement between Primis, Inc. and
Xxxxxx Xxxxxxxx Xxxxxxx the date set forth below but effective as of the day and
year first written on page 1 of this Agreement.
Dated __________ ___, 1999
------------------------------
XXXXXX XXXXXXXX XXXXXXX
("Employee")
[Signature Page to Employment Agreement
between Primis, Inc. and Xxxxxx Xxxxxxxx Xxxxxxx]
EXHIBIT A
Stock Option Agreement
