Exhibit 10.28
Employment Agreement
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 1st day of
March, 1999, and is by and between Quadrant International, Inc. a Pennsylvania
corporation with an office for purposes of this Agreement at 0 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 (hereinafter the "QI") and Xxxxxxx X.
Xxxxxx with an address at 00 Xxxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000
(hereinafter "XXXXXX")
W I T N E S S E T H
WHEREAS:
(a) QI wishes to retain the services of XXXXXX to render services for
and on behalf of QI, in accordance with the following terms, conditions and
provisions; and
(b) XXXXXX wishes to perform such services for and on behalf of QI, in
accordance with the following terms, conditions and provisions.
NOW, THEREFORE, in consideration of the mutual convenants and conditions herein
contained the parties hereto intending to be legally bound hereby agree as
follows:
1. EMPLOYMENT. QI hereby employs XXXXXX and XXXXXX accepts such
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employment and shall perform his duties and the responsibilities provided for
herein accordance with the terms and conditions of this Agreement.
2. EMPLOYMENT STATUS. XXXXXX shall at all times be QI's employee
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subject to the terms and conditions of this Agreement.
3. TITLE AND DUTIES. QI agrees to employ XXXXXX and XXXXXX accepts
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such employment as a full time employee and agrees as per the terms and
conditions of
this agreement to serve as and have the title of Vice President of
Engineering and perform diligently, faithfully, and to the best of his ability
as duties assigned and instructions given by the President of QI or other QI
officer as authorized by QI's Board of Directors.
4. TERM OF SERVICES. The initial term of this agreement is for a two
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year period commencing on January 1, 1999, subject to the termination section of
this agreement, with the parties agreeing to confirm any subsequent extension of
this initial term in a signed written agreement setting forth any amended or
supplemental conditions.
5. BASE COMPENSATION. The employees base salary for rendered services
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for the initial term of this agreement shall be $125,000 an annual amount
payable in accordance with QI's payroll procedures and policies as implemented
during the term of this agreement.
6. ADDITIONAL COMPENSATION. The additional package compensation
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proposed by this section is subject to QI's receipt of further capital funds
required to finance the management compensation program. QI's Board of Directors
will also have to vote approval of these or any other specific additional
compensation packages proposed for payment or for vesting to XXXXXX during the
term of this agreement. The compensation program allocated for XXXXXX will be
comprised of the following elements:
a) An annual Cash Bonus of: - Significant Performance $25,000
- Exceptional Performance $12,500
b) Bonus payments as per the approved 1999 Executive Compensation Plan
c) Car Allowance - $600 Net Monthly
7. EXTENT OF SERVICES. XXXXXX shall devote his entire business time,
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attention, and energies to the business of QI, but this shall not be construed
as preventing XXXXXX from investing his assets in the future as a passive
investor in such form or manner as he sees fit as long as the investments will
not require any personal service from XXXXXX. However, XXXXXX agrees not to
knowingly invest in any entities that compete directly with QI or affiliated or
related companies.
8. TERMINATION. A. In the event this agreement is terminated prior to
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expiration for any reason other than XXXXXX'x gross malfeasance or gross
nonfeasance, XXXXXX will continue to receive his total compensation at the time
of termination from QI for a period of six months after such notice of
termination is given. QI agrees to cooperate in helping XXXXXX in the pursuit of
any such position and QI agrees to provide the requisite references. It is
agreed that any stock options awarded XXXXXX will continue to vest and be
exercisable during the twelve month period following termination.
B. QI shall have the absolute right to terminate this agreement
immediately in the event of gross malfeasance or gross nonfeasance on the part
of XXXXXX.
C. It is understood and agreed that this is a personal services
contract, and that QI shall have the right to terminate this agreement on 30
days notice to XXXXXX, if appropriate, in the event of the disability or death
of XXXXXX which would otherwise prevent him from performing his or her duties.
For purpose of this provision, "disability" shall be defined in accordance with
the definition of "disability" as contained in QI's disability insurance policy,
In the event of XXXXXX'x death, any guaranteed monies due under this agreement
would be paid directly to XXXXXX'x estate as probated.
9. NONDISCLOSURE. During the course of his employment with QI, XXXXXX
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may have occasion to conceive, create, develop, review, or receive information
that is considered by QI to be confidential or proprietary, including
information relating to inventions, patent, trademark and copyright
applications, improvements, specifications, drawings, cost and pricing data,
process flow diagrams, customer and supplier lists, bills, and/or any other
written material referring to same Confidential or Proprietary Information. Both
during the term of employment and for two years thereafter:
1. XXXXXX, as an officer and employee, agrees to maintain in strict
confidence such Confidential Information.
2. XXXXXX further agrees to use his best efforts to ensure that all
such Confidential Information is properly protected and kept from unauthorized
persons or disclosure.
3. If requested by QI, XXXXXX agrees to promptly return to QI all
materials, writings, equipment, models, mechanisms, and the like obtained from
or through QI, including but not limited to, all Confidential Information, all
of which XXXXXX recognizes is the sole and exclusive property of QI.
4. XXXXXX agrees that he/she will not, without first obtaining the
prior written permission of QI: (a) directly or indirectly utilize such
Confidential Information in his own business; (b) manufacture and/or sell any
product that is based in whole or in part on such Confidential Information; or
(c) disclose such Confidential Information to any third party.
10. EMPLOYER PERQUISITES. XXXXXX shall be entitled to and shall receive
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all employer perquisites as would normally be granted to employees of QI. Such
perquisites to include the following:
a) Health insurance under terms and conditions as provided to other
employees of QI.
b) Vacation pursuant to QI's stated policy
c) Paid holidays pursuant to QI's stated policy
11. REPRESENTATIONS AND WARRANTIES. X. XXXXXX represents and warrants to
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Company that he is not a party to or otherwise bound by any other employment or
services that may, in any way, restrict his right or ability to enter into this
agreement or otherwise be employed by QI.
X. XXXXXX agrees that he will not reveal to QI, or otherwise utilize
in his employment with QI, any proprietary trade secrets or confidential
information of any previous employer.
12. NOTICES. Any written notice required to be given pursuant to this
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agreement shall be hand delivered or sent via fax or E-mail, or delivered by a
national overnight express service such as Federal Express.
13. JURISDICTION AND DISPUTES. A. This agreement shall be governed by
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the State of Pennsylvania.
B. All disputes hereunder shall be resolved in the applicable state
or federal courts of Pennsylvania. The parties consent to the jurisdiction of
such courts, agree to accept service or process by mail, and waive any
jurisdictional or venue defenses otherwise available. The parties reserve the
right to mutually agree to binding arbitration in accordance with the policies
of the American Arbitration Association.
14. AGREEMENT BINDING ON SUCCESSORS. This agreement shall be binding on
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and shall inure to the benefit of the parties hereto, and their heirs,
administrators, successors, and assigns.
15. WAIVER. No waiver by either party of any default shall be deemed as
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a waiver of any prior or subsequent default of the same or other provisions of
this agreement.
16. SEVERABILITY. If any provision hereof is held invalid or
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unenforceable by court of competent jurisdiction, such invalidity shall not
affect the validity or operation of any other provision, and such invalid
provision shall be deemed to be severed from the agreement.
17. ASSIGNABILITY. This agreement and the rights and obligations
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thereunder are personal with respect to XXXXXX and may not be assigned by any
action of XXXXXX or by operation of law. QI shall, however, assign this
agreement to a successor in interest to QI or to the purchaser of any of the
assets of QI but not to any other third party.
18. INTEGRATION. This agreement constitutes the entire understanding of
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the parties and is intended as a final expression of their agreement. It shall
not be modified or amended except in writing signed by the parties thereto and
specifically referring to this agreement. This agreement shall take precedence
over any other documents that may be in conflict therewith.
IN WITNESS WHEREOF, QI and XXXXXX confirm the foregoing accurately sets
forth the parties respective rights and obligations and agrees to be bound by
having the evidenced signature affixed thereto.
Quadrant International, Inc. Xxxxxxx X. Xxxxxx
By: /s/ Xxxxxxx Xxxxx, CEO & President /s/ Xxxxxxx X. Xxxxxx
___________________________________ _____________________________
Xxxxxxx Xxxxx, CEO & President Signature
Date: March 1, 1999 Date: March 1, 1999
_________________________________ ________________________
