EMPLOYMENT AGREEMENT
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THIS AGREEMENT is made effective June 24, 1980, by and between SERENA
CONSULTING, a California corporation (hereinafter called "Employer") and XXXXXXX
X. XXXXXX (hereinafter called "Employee").
WITNESSETH:
The parties hereby agree as follows:
1. EMPLOYMENT.
Employer hereby employs Employee, and Employee hereby accepts such
employment, on the terms and conditions hereinafter set forth.
2. TERM.
Employment under this agreement shall commence on June 24, 1980 and shall
terminate from year to year unless sooner terminated as hereinafter provided.
3. SALARY AND DISCRETIONARY BONUS.
For services rendered hereunder, Employer shall pay Employee, prior to
payroll withholdings, a salary of $7,500.00 per month. This salary may be
increased or decreased, from time to time, as agreed upon by the parties. In
addition Employer may, in its discretion and from time to time, depending in
part upon the extent to which Employee's services have benefited Employer, pay
additional sums to Employee as bonuses.
4. DUTIES.
Employee is employed as a data processing consultant and, unless otherwise
directed by Employer, shall perform all duties normally or customarily performed
by a data processing consultant, and such additional duties as may be assigned
by Employer. Employee will at all times perform the duties as may be assigned by
Employer. Employee will at all times perform the duties required of him under
this agreement, faithfully, industriously, ethically, and to the best of his
ability. Employee shall devote substantially his full time to the employment
hereunder and shall not, without Employer's prior written consent, either render
personal services to any other person or firm or on his own account, or engage
in any activity directly or indirectly in competition with or adverse to
Employer's business (whether such engagement be alone, as partner, officer,
director, employee or otherwise).
5. VACATIONS.
Employee shall be entitled to four (4) weeks vacation with pay during each
fiscal year of Employer. The vacation schedule of Employee shall be subject to
the approval of Employer and in doing so Employer shall bear in mind the family,
personal and other commitments of Employee as well as the best interests of
Employer and similar commitments of any other employees. If this Employment
Agreement commences or ends on any day other than the first or last day,
respectively, of Employer's fiscal year, then the vacation period to which
Employee shall be entitled in such fiscal year shall be prorated accordingly.
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If Employee fails to avail himself of all vacation time to which he is
entitled under this agreement and is re-employed by Employer at the end of the
term hereof, then Employee shall be entitled to "carry forward" such unused
vacation time, up to a maximum of twenty-six (26) weeks.
6. HOLIDAYS.
Employee shall be entitled to such holidays as shall be determined from
time to time by Employer.
7. ILLNESS OR DISABILITY.
Employee, upon becoming ill or otherwise mentally or physically disabled,
shall be entitled to sick leave with pay, up to a maximum of fifty-two (52)
weeks for all periods of illness or disability during any one fiscal year of
Employer. If this agreement commences or ends on any day other than the first or
last day, respectively, of Employer's fiscal year, then the sick leave period to
which Employee shall be entitled in such fiscal year shall be prorated
accordingly. However, Employer may reduce Employee's pay during periods of sick
leave by the amount of any disability income receivable by Employee for that
same period under either any governmental disability payment program or any
insured disability payment program maintained by Employer as a fringe benefit
for Employee.
8. FRINGE BENEFITS.
Employee shall be entitled to enjoy and participate equally in all fringe
benefits from time to time provided by Employer for any other executive
employees of similar tenure.
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without limitation or obligation, such fringe benefits MAY include group term
life insurance, death benefits, disability insurance, accident and health
insurance, retirement benefit plans, and payment of association dues.
9. EXPENSE REIMBURSEMENT.
Employee shall be entitled to reimbursement for expenses incurred in the
performance of his duties hereunder to the extent and only to the extent, from
time to time authorized by Employer. Employer shall not, however, unreasonably
discriminate against Employee in allowing expense reimbursements, and Employee
shall be entitled to such reimbursements on the same basis as provided for any
other professional employees of Employer.
10. TERMINATION FOR CAUSE.
Employer may, at its option, terminate this agreement for cause upon the
happening of any of the following events:
(a) Employee's act or omission which injures the business reputation
of Employer (if such act or omission continues or is not corrected
after desistance or correction has been requested by Employer);
(b) Employee's insolvency, filing of a petition of bankruptcy, or the
assignment of assets for the benefit of his creditors;
(c) Employee's breach of a material provision of this agreement, or
any other agreement to which Employee and Employer are parties, if
such breach (if
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curable) is not cured within ten (10) days after Employer requests the
same; and
(d) Employee's becoming partially or totally disabled for a period
beyond that specified in paragraph 7 above;
(e) Employee's fraud or dishonesty with regard to any dealing with
Employer or Employer's business.
11. NOTICES.
Any notices required or permitted to be given hereunder shall be deemed
duly given and if and when delivered in writing personally to Employee (if
intended for Employee) or if and when delivered personally to any officer (other
than Employee) of Employer (if intended for Employer). Such notices shall be
deemed duly given seventy-two (72) hours after mailing the same via United
States mail, posted in the State of California, postage prepaid, and addressed
as follows:
(a) If intended for Employer:
SERENA CONSULTING, a California corporation
000 Xxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
(b) If intended for Employee:
Xxxxxxx X. Xxxxxx
000 Xxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Either party may change the address to which notices to such party may be mailed
by giving written notice of such change to
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the other party.
12. DISALLOWED PAYMENTS.
All payments made by Employer to or for the account of Employee as
compensation, fringe benefit or expense reimbursement under this agreement are
made with the understanding and intention that such payments are properly
deductible by Employer for Federal income tax purposes, and the making of such
payments is expressly conditioned on such deductibility. If any such payment
should be, in fact, disallowed as a proper deduction by Employer for Federal
income tax purposes, such payment shall be deemed to be, from the date of
payment, a loan from Employer to Employee, bearing interest at the rate of six
percent (6%) per annum; and repayable upon demand.
13. ENTIRE AGREEMENT; AMENDMENTS.
This writing sets forth the entire agreement of the parties hereto and
shall not be amended or modified except by a writing signed by the party to be
bound thereby.
14. SUCCESSORS AND ASSIGNS.
This agreement is for the employment of Employee personally, and the
services to be rendered hereunder by Employee must be rendered by Employee and
no other person. Except as herein provided to the contrary, this agreement shall
be binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors, assigns, personal representatives, heirs and legatees.
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