Exhibit 10.15
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(XXXXX XXXXXXXX)
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of January
13, 2000, and restates and amends the October 1, 1999 First Restated and Amended
Employment Agreement by and between Intek Information, Inc., a Delaware
corporation (the "Company"), and Xxxxxxxx Xxxxxxxx ("Employee"). The term
"Intek" when used herein means Intek Information, Inc., a Delaware corporation,
and the term "Protocall" when used herein means the Intek subsidiary previously
known as Protocall New Business Specialists, Inc., a California corporation.
WHEREAS, the Company previously employed Employee as its Chief Operations
Officer; and
WHEREAS, Company desires to continue employ the Employee to perform the
duties of Strategic Operations Analyst of the Company as such duties may be
appropriately designated by the CEO of the Company from time to time; and
WHEREAS, the Employee desires to be employed by the Company to perform such
duties upon the following terms and conditions.
RECITALS
A. On February 14, 1997, as further amended as of October 1, 1999, the
Company and the Employee entered into an Employment Agreement (as amended, the
"First Amended and Restated Employment Agreement"); and
B. The Company and the Employee desire to amend and restate the First
Amended and Restated Employment Agreement in accordance with the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein, the
parties agree as follows:
1. Salary. The Company shall employ the Employee as its Strategic
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Operations Analyst and Employee shall perform the herein described duties on a
nine (9) month basis starting January 1, 2000, and ending September 30, 2000
(the "Term"), at a gross salary of $13,750 per month in arrears, less
withholding, payable in accordance with the customary practices of the Company,
but not less than monthly. The gross monthly salary, as in effect from time to
time, is referred to as the "Base Salary". The Company will not pay Employee a
performance bonus during the Term or Extended Term (as hereinafter defined). In
the event the Company has not completed an initial public offering on or before
the expiration of the Term, Employee shall continue to be employed by Company
for a period of three (3) months (the "Extended Term"). During the Extended
Term, Employee shall by paid $13,750 per month in arrears, less withholding.
Employee will not receive any compensation or benefits from any subsidiary of
Intek unless so provided in a written agreement signed by the Chief Executive
Officer of Intek.
2. Duties. The Employee shall during the term of his employment
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hereunder:
A. devote his time, energies and attention to the duties of his
employment as will be agreed upon by Xxxxx Xxxxxxxx and the CEO
or the CEO's designee, as may be consistent with the position and
office occupied by
Employee;
B. comply with all reasonable rules, regulations and administrative
directions now or hereafter established by the Company;
C. be reimbursed by the Company from time to time (but at least
monthly) for all reasonable and necessary business expenses
incurred by him in the performance of his duties hereunder,
provided that Employee shall render to the Company such accounts
and vouchers covering expenditures as the Company reasonably
requires or as are necessary for tax purposes, and shall follow
normal Company policy on expenses;
D. not engage in any activity or employment which would reasonably
be expected to materially conflict with or have a material
adverse affect on, the present or prospective business of the
Company; and
E. if requested by the Company, perform services for one or more
Intek subsidiaries.
3. Termination.
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A. Mutual Agreement. This Agreement may be terminated at any time by
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the mutual agreement of the Company and Employee, expressed in
writing.
B. Without Cause. The Company may terminate this Agreement at any
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time without Cause upon twenty (20) days prior notice.
C. Disability or Death. The Company may terminate this Agreement
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upon the death or disability of Employee. For purposes of this
Agreement, Employee shall be considered disabled if he is unable
to perform his duties under this Agreement as a result of injury,
illness or other disability for a period of one hundred eighty
(180) consecutive days, or one hundred eighty (180) days in a
three hundred sixty-five (365) day period, and the Board of
Directors of the Company reasonably determines that Employee has
been unable to perform his duties for the one hundred eighty
(180) day period as a result of injury, illness or other
disability.
D. For Cause by the Company. The Company may terminate this
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Agreement for "Cause", as defined below, immediately upon written
notice to Employee. "Cause" shall mean:
(i) If Employee materially violates any term of this Agreement
and such action or failure is not remedied or reasonable
steps to fully effect such remedy are not commenced within
twenty (20) days of written notice;
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(ii) Dishonesty which is not the result of an inadvertent or
innocent mistake of Employee with respect to the Company or
any of its subsidiaries;
(iii) Willful misfeasance or nonfeasance of duty by Employee
intended to injure or having the effect of injuring in some
material fashion the reputation, business or business
relationships of the Company or any of its subsidiaries or
any of their respective officers, directors or employees;
(iv) Conviction or indictment of Employee upon a charge of any
crime involving moral turpitude or a crime other than a
vehicle offense which could reflect in some material
fashion unfavorably upon the Company or any of its
subsidiaries; or
(v) Failure, neglect or refusal by the Employee to perform his
duties and responsibilities without the same being
corrected upon twenty (20) days prior written notice.
E. For Cause by the Employee. If the Company materially violates any
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term of this Agreement and such action or failure is not remedied
after twenty (20) days written notice, Employee may terminate his
employment immediately upon written notice to the Company. Such
termination is a termination by Employee for Cause.
4. Payments at Termination.
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A. Upon termination of this Agreement by Employee pursuant to
Subsection 3.E. titled "For Cause by the Employee," or by Company
pursuant to Subsection 3.B. titled "Without Cause," Employee
shall receive monthly payments at the rate of his last Base
Salary prior to termination ("Applicable Base Salary") through
the scheduled termination date of this Agreement, beginning in
the month of such termination. Employee shall also receive all
accrued compensation and unreimbursed expenses to the date of
termination as provided herein. The monthly payments provided for
in this Subsection shall be paid on a monthly basis at the time
of the Company's regular payroll and shall not be reduced by
compensation the Employee may receive from other sources.
B. If the Company terminates this Agreement due to disability under
Subsection 3.C. titled "Disability or Death," Employee shall
receive the disability payments provided for by the Company's
disability insurance policy. The Company shall maintain a
disability insurance policy providing for annual payments at the
rate of sixty percent (60%) of
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Employee's Base Salary or the maximum legal amount, whichever is
less, until the earliest of the end of disability, Employee's
death or the date Employee attains 65 years of age, provided that
such disability policy can be obtained without unreasonable
expense to the Company. The Company shall also pay all accrued
compensation and unreimbursed expenses to the date of termination
as provided herein. The monthly payments provided for in this
subsection shall be paid at such times payments are made under
the disability policy provided for in this Subsection. Except as
required by such policy or applicable law, payments shall not be
reduced by compensation the Employee may receive from other
sources.
C. If this Agreement is terminated under Subsection 3.A., titled
"Mutual Agreement," or if this Agreement is terminated by the
Company under Subsection 3.D. titled "For Cause by the Company,"
Employee shall not be entitled to any further payments except
unreimbursed expenses to the date of termination as provided
herein, any accrued compensation and as provided in Section 4.F.
D. In each of the foregoing cases, termination is the date of actual
termination, not the date notice of termination is given. Other
than payments owing under a provision providing for payments at a
different time, all payments for accrued unpaid monthly
compensation shall be made within ten (10) days after the end of
the month following the month in which termination occurred and
all payments for reimbursement shall be made within fifteen (15)
days after the end of the month following the month in which
termination occurred. Payments not made when due shall bear
interest at the rate of 15% per annum.
E. The foregoing rights in this Section 4 are Employee's exclusive
rights to payment from the Company in the event of termination of
this Agreement except for amounts which the Company is required
to pay under applicable statute or regulation, payments under
insurance policies, and payments owing under other written
agreement(s), if any, between the Company and Employee.
5. Vacation; Benefits.
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A. Employee is currently making premium payments on the life
insurance policy referred to in Paragraph 5(B) of the First
Amended and Restated Employment Agreement and has been reimbursed
on a regular basis by Company for that expense. Employee shall no
longer be entitled to reimbursement for those premium payments.
B. Employee will not receive an automobile allowance or receive
additional
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vacation benefits during the Term or Extended Term of this
Agreement.
C. Notwithstanding the foregoing, Employee shall continue to
participate in Company health benefit plans at the level he is
currently participating for the duration of the Term and any
Extended Term.
6. Non-Competition.
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A. The Company and the Employee recognize that, to date, the
Employee has occupied a position that constitutes part of the
professional, management and executive staff of the Company,
whose duties will include the formulation and execution of
management policy. The Employee, for and in consideration of the
payments, rights and benefits provided herein, agrees that so
long as he is employed by the Company and during the two-year
period immediately thereafter, the Employee shall not, anywhere
within the continental United States or in any other market in
which the Company is conducting business at the time the
Employee's employment with the Company is terminated, (i) work,
(ii) assist, (iii) own any interest, directly or indirectly and
whether individually or as a joint venturer, partner, member,
officer, director, shareholder, consultant, employee or
otherwise, in or (iv) make a financial investment (except as
outlined below in Section 6.B.) whether in the form of equity or
debt, in any business that is in the business of (i) inbound or
outbound telemarketing or teleservicing, (ii) outsourced
teleservicing, and/or (iii) such other business in which the
Employee is actively involved with the Company at or within six
months before the termination of his employment (the "Business").
The parties agree that, during such period, they shall not make
public statements in derogation of each other, except as may be
required by law. For the purposes of this Section 6 and Sections
7, 8, 9 and 10, the term "the Company" shall be deemed to include
any direct or indirect subsidiaries, parents and affiliates of
the Company other than Spider Technologies, Inc. if Employee has
a non-compete agreement with Spider Technologies, Inc. This
Subsection 6.A. shall no longer apply to the period after
termination if both (i) (A) the Employee has terminated this
Agreement for Cause under Subsection 3.E., or the Company has
terminated this Agreement, and (B) the Company has obligations to
make post-termination payments under this Agreement, and (ii)
after twenty (20) days notice by the Employee to the Company that
the Company has failed to make such post-termination payments,
the Company has not cured such failure to make payments.
B. Notwithstanding the foregoing, nothing herein shall prohibit the
Employee from holding 5% or less of any class of voting
securities of any entity whose equity securities are listed on a
national securities exchange or regularly traded in The Nasdaq
National Market. In addition, nothing
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herein shall prohibit Employee from holding 10% or less of any
class of voting securities of any private entity, provided such
investment does not provide Employee with an effective
controlling interest in the entity. Employee shall be entitled to
hold an unlimited number of non-voting securities of any private
entity, provided such investment does not provide Employee with
an effective controlling interest in the entity.
C. Upon the termination of the Employee's employment with the
Company, and for one year thereafter, the Employee shall
immediately notify the Company of each employment or agency
relationship entered into by the Employee, and each corporation,
proprietorship or other entity formed or used by the Employee,
the business of which is directly or indirectly similar to or in
competition with the Business. The provisions of this Subsection
6.C. shall survive termination of this Agreement for any reason.
D. The Employee agrees that the restrictions contained in this
Section 6 are reasonable as to time and geographic scope because
of the nature of the Business and the Employee agrees, in
particular, that the geographic scope of this restriction is
reasonable because companies engaged in the Business compete on a
nationwide basis. The Employee acknowledges that the Company is
in direct competition with all other companies engaged in the
Business throughout the continental United States and other
markets in which the Company may be conducting business at the
time the Employee's employment with the Company is terminated,
and because of the nature of the Business, the Employee agrees
that the covenants contained in this Section 6 cannot reasonably
be limited to any smaller geographic area.
E. For purposes of this Section 6, Company shall be defined as Intek
Information, Inc. and its business operations and activities as
they presently exist.
7. Non-Raid.
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A. The Employee acknowledges that the Company has invested
substantial time and effort in assembling its present staff of
personnel. The Employee agrees that so long as he is employed by
the Company and during the two-year period immediately
thereafter, the Employee shall not either directly or indirectly
employ, solicit for employment, or advise or recommend to any
other person that such other person employ or solicit for
employment, any of the Company's employees.
B. The Employee acknowledges that all customers of the Company,
which the Employee has serviced or hereafter shall service during
the
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Employee's employment by the Company and all prospective
customers from whom the Employee has solicited or may solicit
business while in the employ of the Company, shall be solely the
customers of the Company. The Employee agrees that so long as he
is employed by the Company and during the two-year period
immediately thereafter, the Employee shall not either directly or
indirectly solicit business, as to products or services
competitive with the Business of the Company, from any of the
Company's customers with whom the Employee had contact during his
employment with the Company.
C. The Employee agrees that so long as he is employed by the Company
and during the two-year period immediately thereafter, the
Employee shall not either directly or indirectly interfere with
any relationship between the Company and any of its suppliers,
clients or the Employees. The Employee agrees that during such
two-year period, he will not influence or attempt to influence
any of the customers or clients of the Company not to do business
with the Company.
D. The Employee agrees that the restrictions contained in this
Section 7 are reasonable as to time and geographic scope because
of the nature of the Business and the Employee agrees, in
particular, that the geographic scope of this restriction is
reasonable because companies engaged in the Business compete on a
nationwide basis. The Employee acknowledges that the Company is
in direct competition with all other companies engaged in the
Business throughout the continental United States and other
markets in which the Company may be conducting business at the
time the Employee's employment with the Company is terminated,
and because of the nature of the Business, the Employee agrees
that the covenants contained in this Section 7 cannot reasonably
be limited to any smaller geographic area."
E. For purposes of this Section 7, Company shall be defined as Intek
Information, Inc. and its business operations and activities as
they presently exist.
8. Blue Pencil Provision. Employee acknowledges that the scope, periods
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and geographic area of restriction imposed by Section 6 and Section 7 are fair
and reasonable and are reasonably required for the protection of the Company.
If any part or parts of Section 6 or Section 7 shall be held to be unenforceable
or invalid, the remaining parts thereof shall nevertheless continue to be valid
and enforceable as though the invalid portion or portions were not a part
hereof. If any of the provisions of Section 6 or Section 7 relating to the
scope, periods or geographic area of restriction shall be deemed to exceed the
maximum scope, periods of time or area which a court of competent jurisdiction
would deem enforceable, the scope, times and area shall, for the purposes of
Section 6 and Section 7, be deemed to be the maximum scope, time periods and
area which a court of competent jurisdiction would deem valid and enforceable
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in any state in which such court of competent jurisdiction shall be convened.
The invalidity or unenforceability of any provision hereof in one jurisdiction
shall not affect its validity or enforceability in another jurisdiction.
9. Confidentiality. Employee acknowledges that Employee has had and will
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have access to certain information related to the business, operations, future
plans and customers of the Company, the disclosure or use of which could cause
the Company substantial losses and damages. Accordingly, Employee covenants
that during the term of Employee's employment with the Company and thereafter
Employee will keep confidential all information and documents furnished to
Employee by or on behalf of the Company and not use the same to Employee's
advantage, except to the extent such information or documents are lawfully
obtained from other sources on a non-confidential (as to the Company) basis or
are in the public domain through no fault on Employee's part or is consented to
in writing by the Company. Upon termination of Employee's employment, Employee
shall return to the Company all records, lists, files, disks, documents, media
and other Company property which are in Employee's possession and which relate
to the Company or its business.
10. Right to Injunctive Relief. Employee agrees and acknowledges that a
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violation of the covenants contained in Sections 6, 7 or 9 of this Agreement
will cause irreparable damage to the Company, and that it may be impossible to
estimate or determine the damage that will be suffered by the Company in the
event of a breach by Employee of any such covenant. Therefore, Employee further
agrees that in the event of any violation or immediately threatened violation of
such covenants, the Company shall be entitled as a matter of course to an
injunction from any court of competent jurisdiction restraining such violation
or threatened violation by Employee, such right to an injunction to be
cumulative and in addition to whatever other remedies the Company may have.
11. Life Insurance; Stock Repurchase. Employee hereby is on notice that
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the Company shall give Employee the opportunity to assume premium payments for
and have assigned to him (provided he qualifies as an assignee) that insurance
policy described in Paragraph 12D of the First Amended and Restated Employment
Agreement. Within 30 days of this Agreement, Company shall have no obligation
to maintain or continue to pay for such policy.
12. Company Performance Bonus. If the 20 day average trading price on the
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principal market for Intek's common stock has exceeded $10.00 per share (the
"Trigger Value") then the Company shall pay a one-time cash bonus to Employee of
$380,472. If prior to the end of such 20 day period Intek subdivides or
combines its common stock or pays a dividend or makes any other distribution
with respect to common stock payable in common stock or securities convertible
into common stock, the Company shall make appropriate adjustment to the Trigger
Value. The trading price of a share of common stock on any date shall be the
average of the representative closing bid and asked prices, as quoted by the
National Association of Securities Dealers through NASDAQ (its automated system
for reporting quotes) for the date in question or, if the common stock is listed
on the NASDAQ National Market System or is listed on a national stock exchange,
the officially quoted closing price on NASDAQ or such exchange, as
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the case may be, on the date in question.
13. Integration; Forum. This Agreement together with the Merger Agreement
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(as defined below) and the Employee's Stock Option Agreement shall constitute
the entire Agreement relating to the employment of Employee. This Agreement
shall be governed by the laws of Colorado, excluding laws on choice of law.
This Agreement specifically supersedes any employment arrangements, or other
compensation arrangement (including bonus, option, appreciation, benefit or
commission arrangements) including but not limited to any employment related
agreement with Protocall New Business Specialists, Inc., a California
corporation. Any litigation regarding this Agreement shall only be brought and
heard in the federal or state courts located in Denver, Colorado and no transfer
of venue outside such area shall be permitted. If the Company is enforcing any
provision hereof which is similar to a provision in the Agreement and Plan of
Reorganization ("Merger Agreement") between Intek and Protocall (including, but
not limited to, non-compete, confidentiality and no-hire provisions) and
Employee was a party to such Merger Agreement, the Company may require the
resolution of such issues to be decided in the arbitration or litigation
conducted under such Merger Agreement. Termination of this Agreement or any
provision hereof, including Sections 6, 7 and 9, does not effect any similar
provision in the Merger Agreement, including any non-compete covenant, provided,
however, that the provisions of Sections 6 and 7 hereof relating to the time
periods for the effectiveness of the agreements addressed in such sections,
shall control over a longer time period in the corresponding provision of the
Merger Agreement. In all other respects the agreements in the Merger Agreement
(including, but not limited to, non-compete, confidentiality and no-hire
provisions) are separate and independent of this Agreement.
14. Unenforceability. If any paragraph or subparagraph of this Agreement
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or any part thereof shall be unenforceable under any applicable laws,
notwithstanding such unenforceability the remainder of this Agreement shall
remain in full force and effect.
15. Merger or Sale. This Agreement shall inure to the benefit of and be
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binding upon the Company and may be assigned by the Company to a parent or
subsidiary of the Company and by such an entity to the Company or a parent or
subsidiary of the Company. It may be terminated by the Company or by the
Employee upon any merger, consolidation, or sale or exchange of 90% or more of
the outstanding voting capital stock of the Company to one other person and its
affiliates, or a sale of 80% or more by fair market value of the consolidated
assets of the Company, and such termination shall be considered to be a
termination by the Company (and with termination payments to be made under
Section 4.A.); provided, however, that this Section 15 shall not apply to a
merger or consolidation, sale of assets, sale of shares, or share exchange,
pursuant to which shareholders of the Company receive or hold 51% or more of the
voting capital stock of the combined entities or purchaser. The vesting of
Employee's options upon such an event shall be governed by the Company's stock
option plan and not Subsection 4.A. hereof. Employee acknowledges that the
issuance by the Company of Series B Preferred Stock in January and February
1997, issuance of stock of the Company in connection with the acquisition of
Protocall New Business Specialists, Inc., and the issuance in January and
February 1997 of stock options pursuant to the Company's 1997 Stock Option Plan,
do not constitute a termination under this Section.
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16. Attorneys' Fees. In the event of any legal or arbitration action or
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proceeding to enforce or interpret the provisions hereof, the prevailing party
shall be entitled to reasonable attorneys' fees and costs, and other costs and
expenses incurred in the action or proceeding, whether or not the proceeding
results in a final judgment.
17. Survival. Terms which by their terms or sense are to survive
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termination hereof shall so survive.
18. Notice. Notices hereunder shall be in writing and sent to the
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residence address of the Employee last provided to the Company, and to the
Company at the then current business address of Intek. Notices may be sent by
first class U.S. mail and shall be effective three (3) days after deposit.
Notices sent by other means shall be effective when actually delivered to the
above-described address.
19. Inventions. Employee agrees that any invention made or conceived by
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him during his employment with Company and any improvement on any such
invention, during or subsequent to his employment, shall be assigned to Company
and shall become the sole and exclusive property of Company; PROVIDED, however,
that this agreement to assign rights to certain inventions to Company does not
apply to any invention for which no equipment, supplies, facility or trade
secret information of Company was used and which was developed entirely on
Employee's own time, and (1) which does not relate (a) directly to the business
of Company or (b) to Company's actual or demonstrably anticipated research or
development, or (2) which does not result from any work performed by Employee
for Company. Employee further agrees to assist Company during and subsequent to
his employment entirely at Company's expense in obtaining patents or
intellectual property rights for his inventions in any and all countries and to
execute all patent applications and assignments relating to his inventions. For
purposes of this Section 19, Company shall be defined as Intek Information, Inc.
and its business operations and activities as they presently exist.
20. Stock Options. Employee, over the course of his employment, has had
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several grants of options from the Company.
A. Employee was granted an option to purchase 525,000 shares of
common stock as evidenced by the Incentive Stock Option
Agreement, dated February 14, 1997 ("First Option Agreement").
Employee was also granted an additional option to purchase 30,208
shares of common stock as evidenced by the Incentive Stock Option
Agreement (the "Second Option Agreement") and 19,792 shares of
common stock as evidenced by the Non-Statutory Stock Option
Agreement (the "Third Option Agreement"), both of which are dated
May 7, 1998. Such option shall continue to vest as scheduled in
the respective option agreements.
B. Employee was granted an additional option to purchase 300,000
shares of common stock on or about September 1, 1999. No options
have vested
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pursuant to that grant. The parties agree that this grant made by
the Company on or about September 1, 1999 is rescinded and
Company shall have no further obligation to Employee for that
grant.
21. Notes.
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A. On or about November 20, 1996, Employee gave Company a Promissory
Note in the Principal amount of $29,027.80 (the "First Promissory
Note"). The parties hereto agree that such First Promissory Note
is hereby amended such that Paragraph Xxxxxxx 0, 0, xxx 0 xxxxx
xx replaced with the following provision:
This Promissory Note will be due and payable in full upon
the earliest of the following: (1) November 20, 2003; or (2)
whenever employee is permitted to sell his stock under Rule
144 in an amount equal to or greater than the principal
balance, regardless of whether he in fact sells any stock or
options in the Company. The note shall not be due and
payable upon termination of employment and thus Paragraph
No. 1 is hereby deleted.
All other terms and conditions set forth in the First Promissory
Note shall remain in full force and effect.
B. On or about September 21, 1999, Employee gave Company a
Promissory Note in the Principal amount of $33,000.00 (the
"Second Promissory Note"). The parties hereto agree that the
Second Promissory Note is hereby amended such that the third full
paragraph shall be deleted and replaced with the following
language:
The outstanding principal balance, together with any accrued
and unpaid interest, shall be due and payable in full on the
earlier of: (1) November 30, 2003 (the "Maturity Date"); or,
(2) whenever employee is permitted to sell his stock under
Rule 144 in an amount equal to or greater than the principal
balance, regardless of whether he in fact sells any stock or
options in Intek.
All other terms and conditions set forth in the Second Promissory
Note shall remain in full force and effect.
22. Release. In consideration of the creation of this Agreement and the
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benefits contained herein, Employee fully and finally releases, waives and
discharges all claims, and causes of action of any sort which he may have as an
employee of the Company against the Company, known or unknown, including but not
limited to, claims arising from or related to his relationship with the Company
from the beginning of time through the date of this Agreement. This release
includes but is not limited to claims arising under any federal, state, local,
common,
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tort or other laws or regulations, specifically Title VII of the Civil Rights
Act of 1964, breach of express or implied contract claims, fraud, intentional
infliction of emotional distress and breach of an express or implied covenant of
good faith and fair dealing.
23. Resignation as Officer and Director. Employee hereby resigns as an
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officer and director of the Company effective immediately. No further document
evidencing such resignation shall be necessary.
24. Headings. The headings of paragraphs herein are intended solely for
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the convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this agreement.
25. Amendment. The terms of the First Amended and Restated Employment
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Agreement shall be of no further force or effect.
IN WITNESS WHEREOF, the parties have executed this Second Amended and
Restated Employment Agreement as of the date first above written.
INTEK INFORMATION, INC.
By: /S/ XXXXXXX X. X'XXXXXXX
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Xxxxxxx X. X'Xxxxxxx
Title: Chief Executive Officer
EMPLOYEE
/S/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
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