EMPLOYMENT AGREEMENT
This Employment Agreement is made as of April 12, 2004, between CAMINOSOFT
CORPORATION ("Company"), with its principal place of business at 000 Xxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, and XXXXXXX X. XXXXXXX
("Employee").
1. Position. Employee will serve in a full-time (not less than 40 hours
per week) capacity in the position of Chief Executive Officer of Company.
Employee's duties will be to perform the duties typical and standard of Chief
Executive Officer, reporting to the Chairman of the Board of Directors of the
Company. The Board of Directors of Company shall direct the duties of Employee
as Chief Executive Officer.
2. Compensation. Employee will be paid a monthly base salary of Fourteen
Thousand Dollars ($14,000.00) per month payable bi-weekly consistent with the
Company's existing payroll policies and subject to all applicable taxes and
withholding requirements. Any increase in monthly base salary shall be in the
sole discretion of the Board of Directors of Company. Employee's base monthly
salary shall commence as of April 2, 2004.
3. Benefits. As an employee of the Company, Employee will be entitled to
participate in the Company's health insurance, vacation and employee benefits on
the same terms as all other salaried employees of Company. If the Company's
health insurance policy does not allow for immediate coverage, the Company will
reimburse Employee for Employee's actual COBRA coverage payments up to an amount
equal to the Company's cost of employee health benefits, until Employee is
eligible for the Company policy.
4. Automobile Expense. Employee will be entitled to an automobile expense
reimbursement consistent with Company policy.
5. Lodging. Employee will be entitled to a lodging reimbursement of up to
Two Thousand Dollars ($2,000.00) per month upon submission of receipts for
direct lodging costs of apartment rent or hotel room charges from Employee's
first day of employment for one year. Employee will also be entitled to
reimbursement for reasonable food costs from the first day of employment through
April 30, 2004.
1.
6. Board of Directors. Employee shall be elected to the Board of Directors
at the Board's May meeting, currently scheduled for May 21, 2004. Employee will
not be compensated for attendance at Board meetings.
7. Transportation. Employee will be entitled to reimbursement of
Employee's actual cost of one (1) round-trip coach airline ticket per month to
Texas for Employee and one (1) round-trip coach airline ticket per month to
Texas for Employee's spouse.
8. Termination. Employee's employment with Company is at-will and may be
terminated by the Company or by Employee at any time with or without notice and
with or without cause. If Employee is terminated for cause, Employee will be
entitled only to salary, benefits, expenses and bonuses earned through the date
of termination.
In the event Employee is terminated without cause, Employee shall receive
as severance pay up to six (6) months continued base salary, without other
benefits or reimbursements, payable as if Employee were still employed. The
severance payments will be discontinued if Employee obtains new employment or
accepts another paying engagement during the six (6) month period.
The definition of cause includes, without limitation, commission of a
crime (other than minor traffic violations), an act of moral turpitude and
violations of duties of Chief Executive Officer, including the failure to follow
any Board of Directors' directive. Provided any such violation is capable of
being followed, Employee shall receive thirty (30) days notice from the Board of
Directors to perform.
9. Stock Options. Employee is granted an option to purchase shares of
Company's common stock in an amount equal to six and one-half percent (6.5%) of
the total fully diluted shares of Company outstanding stock as of April 12,
2004. The stock options are to vest annually over four (4) years at the rate of
twenty-five percent (25%) per year starting on the first anniversary of
Employee's employment. The per share option price shall be the closing price of
shares on April 12, 2004. Should Employee's employment terminate prior to the
first anniversary, the options granted for the first year of employment will
vest on a pro rata basis based on the number of months worked during the period
through the date of termination.
2.
Employee understands that, at present, qualified stock options for only
four hundred thousand (400,000) shares of stock will be granted based upon
limitations of the presently approved Company Qualified Employee Stock Option
Plan. The Board shall seek shareholder approval to expand the Plan at the next
shareholder meeting and, if approved by the shareholders, options for the
balance of the shares of stock will be granted to Employee.
In the event of a change of control of the Company due to a merger or
acquisition, 100% of any unvested options for shares shall vest as of the date
of merger or acquisition. However, should Computer Associates (or any affiliate
thereof) provide a Letter of Intent that results in a change of control of the
Company within the first ninety (90) days of Employee's employment, only the
first year's stock options granted to Employee will immediately vest. If
Computer Associates (or any affiliate thereof) provides a Letter of Intent that
results in a change of control between the ninety-first (91st) and one hundred
eightieth (180th) day of Employee's employment, only the first two (2) years of
stock options will fully vest.
10. MBO Bonus Plan. Employee will be entitled to participate in a
Management By Objective ("MBO") Bonus Plan as approved by the Board of
Directors. The amount earned under the MBO Bonus Plan shall be paid thirty (30)
days after the end of the applicable calendar quarter. Employee will be entitled
to earn MBO bonuses for the months of May and June on a pro rata basis towards
quarterly bonus goals. Employee will fully participate in the first full quarter
beginning July 1, 2004.
11. Governing Law. This Agreement shall be governed under the laws of the
State of California.
12. No Oral Modification. This Agreement may only be amended in writing
signed by the Chairman of the Board of the Company.
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3.
13. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter and supercedes any prior or
contemporaneous oral or written agreements with respect to the subject matter
hereof.
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XXXXXXX X. XXXXXXX
("Employee")
CAMINOSOFT CORPORATION
By: ____________________________________
Name: XXXXXX X. XXXXXXX
Title: Chairman of the Board of Directors
("Company")
4.
