EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of the 16th day of March, 1998, by
and between MEDPLUS, INC. (the "Company"), an Ohio corporation
with its principal offices located at 0000 Xxxxxxxx'x Xxxx Xxxxx,
Xxxxxxxxxx, Xxxx 00000, and XXXX X. XXXXX, residing at 0000
Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000 ("Employee").
W I T N E S S E T H:
WHEREAS, Employee has been employed by the Company previously and
has experience selling and marketing the Company's products and
services to corporate clients; and
WHEREAS, the Company desires to continue Employee's
employment with the Company for a limited time to market its
products and services and those of its subsidiaries to such
corporate clients (the "Services") and Employee desires to perform
the Services for the Company.
NOW, THEREFORE, In consideration of the foregoing and the mutual
agreements set forth herein, the parties, intending to be legally
bound, agree as follows:
1. Services.
a. Position. The Company hereby agrees to retain Employee, and
Employee hereby agrees to remain employed by the Company,
commencing as of March 16, 1998 (the "Effective Date").
b. Performance. Employee agrees to devote appropriate time,
energy, and attention to the performance of the Services;
specifically, Employee agrees to use all resources available to
him to promote the Company's products and services, specifically
to potential outsourcing partners and other corporate accounts and
to keep the Company's Chief Operating Officer apprised of all
sales activities for such outsourcing partners and/or corporate
accounts. In addition, Employee agrees to exercise his best
efforts, judgment, skills and talents in performing the Services.
So long as Employee is not in violation of any non-competition
provisions of any agreement by and between Employee and the
Company, the Company acknowledges that Employee may obtain
employment with another entity during the Term (as hereinafter
defined).
2. Compensation and Expenses. The Company agrees to pay
Employee, and Employee agrees to accept as compensation for all of
his services to be rendered to the Company and as compensation for
the other obligations undertaken by Employee hereunder, $72,000
(the "Compensation"). The Compensation shall be paid to Employee
in installments of $36,000 on April 15, 1998 and $36,000 on June
15, 1998. Commencing as of the Effective Date, the Company shall
pay or reimburse Employee during the Term (as hereinafter defined)
for all reasonable travel and other business expenses incurred by
Employee in the performance of his duties and obligations
hereunder upon submission of appropriate documentation to the
Company therefor. In addition, during the Term, the Company
shall reimburse Employee up to a maximum of $450.00 per month for
the expense of owning, operating, maintaining and insuring a
personal automobile for use by Employee in the performance of his
duties hereunder. Finally, during the Term, Employee shall be
entitled to participate in or receive benefits, to the extent he
is eligible, under any Company-sponsored employee benefit plans
and arrangements in effect from time to time during the Term;
provided, however, that the Company shall not be required to
establish or maintain any such plan or arrangement.
2. Confidential Information.
a. Employee hereby acknowledges that the information,
observations and data regarding the Company obtained by him during
the course of his relationship with the Company, either before or
after the Effective Date, are the property of the Company.
Therefore, Employee agrees that he will not at any time from and
after the date hereof disclose to any unauthorized person or use
for his own account or for the benefit of any third party (other
than the Company), any of such information, observations or data
of the Company without the prior express written approval of the
Board of Directors of the Company. Notwithstanding the foregoing,
Employee may disclose information, observations or data to the
extent that (a) the same become generally known to and available
for use by the public other than as a result of acts or omissions
to act by Employee in violation of this Section 3, or (b) such
disclosure is required by law or legal process.
b. Employee hereby agrees that he will not, directly or
indirectly, during the term of this Agreement solicit or otherwise
attempt to employ any current or future employee of the Company
for employment in any other business or otherwise offer any
inducement to any current or future employee of the Company to
leave the Company's employ.
4. Term and Termination. The term of this Agreement shall
commence on the Effective Date and terminate on September 15, 1998
(the "Term"). Upon termination of this agreement, all of the
obligations of the Company to provide compensation to Employee
pursuant hereto shall terminate and neither party shall have any
further obligation to the other party, except that the provisions
of Section 3(a) shall survive termination of this Agreement
perpetually, and except that Section 3(b) hereof shall survive
termination of this Agreement for a period of one year from the
date of such termination.
5. Miscellaneous.
a. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision.
b. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto, the heirs and
legal representatives of Employee, and the successors and assigns
of the Company, except that Employee may not assign this Agreement
or any of Employee's duties or services hereunder.
c. No Waivers. The failure of either party to insist upon the
strict performance of any of the terms, conditions and provisions
of this Agreement shall not be construed as a waiver or
relinquishment of future compliance therewith.
d. Modification. This Agreement may not be changed, amended or
modified except by a writing signed by both parties.
e. Notices. Any notice or other communication which is required
to be or may be given under this Agreement shall be in writing and
shall be deemed given only if delivered to the party personally or
sent to the party by regular mail, postage prepaid, to the parties
at the addresses set forth herein or to such other address as
either party may designate from time to time by notice to the
other party sent in like manner.
f. Entire Agreement; Governing Law. This Agreement constitutes
the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof and supersedes any prior
agreements or understandings between the Company and Employee with
respect to such subject matter; provided that any obligations
previously undertaken by Employee regarding the Company's
confidential information or limiting Employee's ability to compete
with the Company or solicit other employees to leave the Company
may be enhanced hereby but may not be reduced or lessened. This
Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.
g. Consent to Jurisdiction. Each of Employee and the Company
hereby (a) agrees that any suit, proceeding or action at law or in
equity (hereinafter referred to as an "Action") arising out of or
relating to this Agreement may be instituted, at the option of the
party bringing such Action, in any state or federal court in the
State of Ohio having subject matter jurisdiction and (b)
irrevocably submits to the jurisdiction of any such court in any
such Action.
h. Headings. The section headings contained in this Agreement
are for reference purposes only and shall not be deemed to be a
part of this Agreement or to affect the construction or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
MEDPLUS, INC.
By:__________________________________________
Its:__________________________________________
EMPLOYEE:
_____________________________________________
Xxxx X. Xxxxx
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