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EXHIBIT 6.21
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT effective as of JANUARY 1, 1998 (the "Agreement") is
hereby made by and between Integrated Business Systems and Services, Inc., a
South Carolina Corporation having its principal place of business at 000 Xxxxxx
Xxx, Xxxxx 000, Xxxxxxxx, Xxxxx Xxxxxxxx, (the "Company") and XXXXXXX X. XXXXX,
who resides at 000 Xxxxxxx Xxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx, (the "Officer").
WHEREAS, the Company and the Officer desire to set forth the terms of
and conditions of the Officer's employment by the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, IT IS AGREED as follows:
1. EMPLOYMENT:
1.1 The employment of the Officer by the Company shall be
upon the terms and conditions set forth herein. He
shall be the Vice President of Sales of the Company
and shall report to the President and Chief Executive
Officer. The Officer shall actively promote the
business of the Company and shall perform such duties
on behalf of the Company as shall from time to time
be prescribed by the President and Chief Executive
Officer to include, but not limited to, duties
outlined hereto as Exhibit A.
2. COMPENSATION:
- As compensation for the services to be performed
under this Agreement, the Officer shall receive an
annual base salary of $55,000.00 plus commissions
calculated in accordance with the Company's published
commission structures which are approved by the
Company's Board of Directors or the President.
- On the effective date of this agreement, commissions
are calculated as follows:
(i) 10% on Company Software Licenses;
(ii) 10% Gross Margin on Hardware and
Non-Company Software Sales;
(iii) 5% on Company Time and Material Services;
(iv) 10% on Company Service Availability,
Maintenance, and Enhancements "SAME";
(v) 10% on Gross Margin on Hardware Maintenance
and Support;
(vi) 2% Commissions on Gross Margins on
Hardware, Software, and Maintenance Sales
made by Subordinates; and
(vii) 1% Commissions on Company Services Sales
made by Subordinates.
Commissions calculated according to the Company's published
commission structures are subject to change by the Company's
Board of Directors or President. Commissions are generated on
sales associated with new projects identified through the
marketing effort. Gross Margin on sales is equal to the
Company's invoiced amount to the client less invoice amount
from the third party vendor. The Company will guarantee the
Officer $100,000.00 per year in salary and commissions through
December 31, 1998. The Company will provide up to $45,000.00
per year in a non-recoupable draw to guarantee the above
stated salary through December 31 , 1998. Any commissions
shall be generated at the time the
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Company invoices the client. The salary, commissions and draw
shall be paid to the Officer in equal installments on the 1st
and 15th day of each month.
- Effective January 1, 1998, or as soon thereafter as approved
by regulatory agencies, Non-Qualified Stock Options shall be
granted to the Officer, pursuant to the provisions of the
Company's Stock Option Plan dated April 29, 1997, in the
amount of 25,000 (Twenty-five Thousand) shares of the
Company's common stock granted at a price established by the
closing market value of the common stock on the effective date
of the grant (i.e., $1 .10 CDN). One-half of the stock options
will vest six months from the effective date of the grant and
one-half shall vest one year from the effective date of the
grant. The stock option grant is subject to regulatory
approval.
- Effective January 1, 1999, or as soon thereafter as approved
by regulatory agencies, Non-Qualified Stock Options shall be
granted to the Officer, pursuant to the provisions of the
Company's Stock Option Plan dated April 29, 1997, in the
amount of 25,000 (Twenty-five Thousand) shares of the
Company's common stock at a price established by the closing
market value of the common stock on the effective date of the
grant (i.e., January 1, 1999). One-half of the stock options
will vest six months from the effective date of the grant and
on-half shall vest one year from the effective date of the
grant. The stock option grant is subject to regulatory
approval.
- In the event of a Merger, Consolidation, Asset Sale or other
transaction involving the sale or other transfer of all or
substantially all of the business or assets of the Company
other than to a subsidiary or an affiliate of the Company, all
stock options granted to the Officer shall immediately vest.
If such a transaction occurs, and the Officer is not provided
the opportunity to continue his current employment status with
the Company due to the sale of the Company or it's assets,
then it is agreed that one year's salary will be paid to the
Officer as compensation for the severance of duties hereunder.
- In addition, thereto, the Officer may receive as compensation
such bonuses as declared from time to time by the Board of
Directors of the Company.
3. REIMBURSEMENT FOR EXPENSES:
At the end of each month during the term of employment, the Officer
shall be reimbursed by the Company a reasonable amount for the
Officer's travel, entertainment, automobile, and miscellaneous expenses
incurred while performing his or her assigned duties for the Company.
Payment will only be paid against a signed and itemized list of
expenditures.
4. LOCATION:
The Officer's services generally shall be performed in, but are not
limited to, the Southeastern states. The location of the primary the
Company's office is in Columbia, S.C. This Agreement shall apply to any
and all states wherein the Company may conduct its business, and it is
the intention of the Company to expand its operations to include the
entire continental United States with local, regional, and
international offices.
5. TERM:
The term of this Agreement shall be twelve (12) months, commencing on
the date of execution of this Agreement between the Company and
Officer. Renewal of this Agreement shall be automatic at the option of
the Company and Officer without notice for a successive twelve (12)
months.
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0. XXXXXXXXXXX:
6.1 The Company or Officer may terminate this Agreement by written
communication giving ten (10) working days notice of the
intention to terminate this Agreement.
6.2 In the event of death or incapacity to conduct the duties and
services described above,or if the Company ceases to be able
to conduct business or becomes bankrupt, thiscontract shall be
terminated.
6.3 The Company may terminate this contract for cause at any time
without the above required notice if the services rendered by
the Officer hereunder are not satisfactory in the sole
judgement of the Company; otherwise, the notice of termination
in P. 7.1 above shall be the policy of the Company for all
Officers. "Cause" shall include, but not be limited to, the
Officer's dissipation, violation of written or verbal Company
policies or failure of the Officer to follow the guidelines of
this Agreement.
6.4 The first Ninety (90) days of any employment with the Company
shall be probationary, and the Company or the Officer may
terminate this Contract without cause at any time and without
the written notice of P. 7.1 at any time during the
probationary period.
7. OFFICER COVENANTS:
7.1 The Officer shall diligently and conscientiously devote his or
her best efforts and attention to the discharge of his/her
duties pursuant to this Agreement and to perform such duties
as shall be specified from time to time in accordance with the
terms of this Agreement and in accordance with the policies of
the Company.
7.2 The Officer understands that the services rendered for the
Company hereunder are unique and proprietary to the Company
and that any systems, software or any other products designed,
written or installed while employed by the Company are the
sole property of the Company; and therefore, entitles the
Company to enforce covenants of non-compete.
7.3 All parties hereto agree that during the term of this
Agreement and for a period of one(1) year following the
termination of this Agreement, the Officer, in his/her
individual, or representative capacity, shall not directly or
indirectly enter into or engage in any business in the state
of South Carolina similar to or competing with the business of
the Company including but not limited to the design,
implementation, sale, lease or distribution of any systems or
services which are similar in nature to the systems and
services provided by the Company.
7.4 The Officer agrees to hold in confidence all confidential
information acquired by being an Officer of the Company
concerning the Company, the Company's products or services
and/or clients of the Company Upon termination of this
Agreement or expiration of this Agreement, the Officer shall
return to the Company all written or descriptive materials
containing any such information including, but not limited to,
any documentation, program listings or other materials which
may contain information which describes products considered to
be proprietary to the Company or its clients.
7.5 In the event the Officer shall breach the non-compete terms of
this Agreement, then in such an event, the parties agree the
damages to the Company that result are uncertain,
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speculative and difficult to ascertain. The parties agree,
therefore, that damages shall be assessed against the party or
parties engaged in said prohibited conduct to be $1,000.00
dollars per day until such prohibited conduct shall cease,
plus attorney fees and court costs.
8. PROPRIETARY RIGHTS OF THE COMPANY:
The computer systems and services of the Company are unique to the
Company and the computer systems and software designed, written and/or
implemented by the Company and its Officers are the exclusive property
of the Company. The Officer agrees that the Company retains exclusive
ownership of all the documentation, software programs, trademarks,
logos, product names, and other materials related thereto. The Officer
further recognizes that the Company has invested considerable time and
expense to develop the Company's products, and the Company would be
damaged by any unauthorized copying, reproduction, or distribution of
the Company's products. The Officer agrees to take all necessary
cautions to safeguard the Company's products and related materials and
will not loan or provide any products to any person without first
obtaining written consent from an officer of the Company.
9. BENEFIT OF AGREEMENT AND EFFECTIVE LAW:
This Agreement shall be binding and shall ensure to the benefit of all
parties hereto, their respective personal representatives,
administrators, executors, heirs, assigns, and the same shall be
governed by the laws of the State of South Carolina, irrespective of
the fact that one or more parties is now or may hereinafter become a
resident of another state.
10. OFFICER HANDBOOK:
The Officer acknowledges that any Employee Handbook issued to him/her
by the Company at the time of hiring, or that may be issued at any time
thereafter, is issued solely as a general non-binding statement of
policy, is not a contract, and does not become a part of this contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this the 6th
day of February in the year 1998 .
OFFICER: INTEGRATED BUSINESS SYSTEMS
AND SERVICES, INC.
BY:/s/ XXXXXXX X. XXXXX BY:/s/ XXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxx
President and Chief Executive Officer
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EXHIBIT A
INTEGRATED BUSINESS SYSTEMS AND SERVICES
JOB DESCRIPTION FOR THE POSITION OF
VICE PRESIDENT OF SALES
Assist annually in the formalization of the corporate sales plan and sales
budget;
Assist in the recruitment, employment and termination of Sales Account
Representatives for the Company;
Provide management responsibilities, to include the supervision of account
representatives to ensure corporate sales goals are met;
Act as primary liaison to the clients and potential clients of the Company to
ensure the maintenance of a high level relationship;
Assist President/CEO of the Company in the setting of sales goals of the
Company;
Meet individual sales goals consistent with the companies goals and objectives;
Help identify potential problems in the sales cycle and potential shortages in
sales projections;
Assist President/CEO of the Company in establishing corporate pricing of the
Company's products and services;
Other related duties as deemed appropriate to assist with the promotion of the
business of the Company.
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