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EXHIBIT 6.20
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT effective as of JANUARY 1, 1998 (the "Agreement") is
hereby made by and between Integrated Business Systems and Services, Inc., a
South Carolina Corporation having its principal place of business at 000 Xxxxxx
Xxx, Xxxxx 000, Xxxxxxxx, Xxxxx Xxxxxxxx, (the "Company") and XXXXXX X. XXXXX,
who resides at 0000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxx Xxxxxxxx, (the "Officer").
WHEREAS, the Company and the Officer desire to set forth the terms of
and conditions of the Officer's employment by the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, IT IS AGREED as follows:
1. EMPLOYMENT:
1.1 The employment of the Officer by the Company shall be upon the
terms and conditions set forth herein. He shall be the Vice President of
Operations of the Company and shall report to the President and Chief Executive
Officer. The Officer shall actively promote the business of the Company and
shall perform such duties on behalf of the Company as shall from time to time be
prescribed by the President and Chief Executive Officer to include, but not
limited to, duties outlined hereto as Exhibit A.
2. COMPENSATION:
- As compensation for the services to be performed under this
Agreement, the Officer shall receive an annual base salary of
$75,000. Salaries are paid bimonthly on the lst and 15th of
each month.
- Effective January 1, 1998, or as soon thereafter as approved
by regulatory agencies, Non-Qualified Stock Options shall be
granted to the Officer, pursuant to the provisions of the
Company's Stock Option Plan dated April 29, 1997, in the
amount of 25,000 (Twenty-five Thousand) shares of the
Company's common stock granted at a price established by the
closing market value of the common stock on the effective date
of the grant (i.e., $1.10 CDN). One-half of the stock options
will vest six months from the effective date of the grant and
one-half shall vest one year from the effective date of the
grant. The stock option grant is subject to regulatory
approval.
- Effective January 1, 1998, or as soon thereafter as approved
by regulatory agencies, a signing bonus in the form of 20,000
(Twenty Thousand) shares of Non-Qualified Stock Options of the
Company's common stock shall be granted to the Officer,
pursuant to the provisions of the Company's Stock Option Plan
dated April 29, 1997, at a price established by the closing
market value of the common stock on the effective date of the
grant (i.e., $1.10 CDN). One-half of the stock options will
vest six months from the effective date of the grant and
one-half shall vest one year from the effective date of the
grant. The stock option grant is subject to regulatory
approval.
- Effective January 1, 1999, or as soon thereafter as approved
by regulatory agencies, Non-Qualified Stock Options shall be
granted to the Officer, pursuant to the provisions of the
Company's Stock Option Plan dated April 29, 1997, in the
amount of 25,000 (Twenty-five Thousand) shares of the
Company's common stock at a price established by
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the closing market value of the common stock on the effective
date of the grant (i.e., January 1, 1999). One-half of the
stock options will vest six months from the effective date of
the grant and on-half shall vest one year from the effective
date of the grant. The Incentive Stock Option Grant is subject
to regulatory approval.
- In the event of a Merger, Consolidation, Asset Sale or other
transaction involving the sale or other transfer of all or
substantially all of the business or assets of the Company
other than to a subsidiary or an affiliate of the Company, all
stock options granted to the Officer shall immediately vest.
If such a transaction occurs, and the Officer is not provided
the opportunity to continue his current employment status with
the Company due to the sale of the Company or it's assets,
then it is agreed that one year's salary will be paid to the
Officer as compensation for the severance of duties hereunder.
- In addition, thereto, the Officer may receive as compensation
such bonuses as declared from time to time by the Board of
Directors of the Company.
3. REIMBURSEMENT FOR EXPENSES:
At the end of each month during the term of employment, the Officer
shall be reimbursed by the Company a reasonable amount for the
Officer's travel, entertainment, automobile, and miscellaneous expenses
incurred while performing his or her assigned duties for the Company.
Payment will only be paid against a signed and itemized list of
expenditures.
4. LOCATION:
The Officer's services generally shall be performed in, but are not
limited to, the Southeastern states. The location of the primary the
Company's office is in Columbia, S.C. This Agreement shall apply to any
and all states wherein the Company may conduct its business, and it is
the intention of the Company to expand its operations to include the
entire continental United States with local, regional, and
international offices.
5. TERM:
The term of this Agreement shall be twelve (12) months, commencing on
the date of execution of this Agreement between the Company and
Officer. Renewal of this Agreement shall be automatic at the option of
the Company and Officer without notice for a successive twelve (12)
months.
6. TERMINATION:
6.1 The Company or Officer may terminate this Agreement by written
communication giving ten (10) working days notice of the
intention to terminate this Agreement.
6.2 In the event of death or incapacity to conduct the duties and
services described above, or if the Company ceases to be able
to conduct business or becomes bankrupt, this contract shall
be terminated.
6.3 The Company may terminate this contract for cause at any time
without the above required notice if the services rendered by
the Officer hereunder are not satisfactory in the sole
judgement of the Company; otherwise, the notice of termination
in P. 7.1 above shall be the policy of the Company for all
Officers. "Cause" shall include, but not be limited to, the
Officer's dissipation, violation of written or verbal Company
policies or failure of the Officer to follow the guidelines of
this Agreement.
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6.4 The first Ninety (90) days of any employment with the Company
shall be probationary, and the Company or the Officer may
terminate this Contract without cause at any time and without
the written notice of P. 7.1 at any time during the
probationary period.
7. OFFICER COVENANTS:
7.1 The Officer shall diligently and conscientiously devote his or
her best efforts and attention to the discharge of his/her
duties pursuant to this Agreement and to perform such duties
as shall be specified from time to time in accordance with the
terms of this Agreement and in accordance with the policies of
the Company.
7.2 The Officer understands that the services rendered for the
Company hereunder are unique and proprietary to the Company
and that any systems, software or any other products designed,
written or installed while employed by the Company are the
sole property of the Company; and therefore, entitles the
Company to enforce covenants of non-compete.
7.3 All parties hereto agree that during the term of this
Agreement and for a period of one (1) year following the
termination of this Agreement, the Officer, in his/her
individual, or representative capacity, shall not directly or
indirectly enter into or engage in any business in the state
of South Carolina similar to or competing with the business of
the Company including but not limited to the design,
implementation, sale, lease or distribution of any systems or
services which are similar in nature to the systems and
services provided by the Company.
7.4 The Officer agrees to hold in confidence all confidential
information acquired by being an Officer of the Company
concerning the Company, the Company's products or services
and/or clients of the Company. Upon termination of this
Agreement or expiration of this Agreement, the Officer shall
return to the Company all written or descriptive materials
containing any such information including, but not limited to,
any documentation, program listings or other materials which
may contain information which describes products considered to
be proprietary to the Company or its clients.
7.5 In the event the Officer shall breach the non-compete terms of
this Agreement, therein such an event, the parties agree the
damages to the Company that result are uncertain, speculative
and difficult to ascertain. The parties agree, therefore, that
damages shall be assessed against the party or parties engaged
in said prohibited conduct to be $1,000.00 dollars per day
until such prohibited conduct shall cease, plus attorney fees
and court costs.
8. PROPRIETARY RIGHTS OF THE COMPANY:
The computer systems and services of the Company are unique to the
Company and the computer systems and software designed, written and/or
implemented by the Company and its Officers are the exclusive property
of the Company. The Officer agrees that the Company retains exclusive
ownership of all the documentation, software programs, trademarks,
logos, product names, and other materials related thereto. The Officer
further recognizes that the Company has invested considerable time and
expense to develop the Company's products, and the Company would be
damaged by any unauthorized copying, reproduction, or distribution of
the Company's products. The Officer agrees to take all necessary
cautions to safeguard the Company's products and related materials and
will not loan or provide any products to any person without first
obtaining written consent from an officer of the Company.
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9. BENEFIT OF AGREEMENT AND EFFECTIVE LAW:
This Agreement shall be binding and shall ensure to the benefit of all
parties hereto, their respective personal representatives,
administrators, executors, heirs, assigns, and the same shall be
governed by the laws of the State of South Carolina, irrespective of
the fact that one or more parties is now or may hereinafter become a
resident of another state.
10. OFFICER HANDBOOK:
The Officer acknowledges that any Employee Handbook issued to him/her
by the Company at the time of hiring, or that may be issued at any time
thereafter, is issued solely as a general non-binding statement of
policy, is not a contract, and does not become a part of this contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this the
28th day of January, in the year 1998.
OFFICER: INTEGRATED BUSINESS SYSTEMS
AND SERVICES, INC.
BY: /s/ XXXXXX X. XXXXX BY: /s/ XXXXX X. XXXXXXX
Xxxxxx X. Xxxxx Xxxxx X. Xxxxxxx
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President and Chief Executive Officer
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EXHIBIT A
INTEGRATED BUSINESS SYSTEMS AND SERVICES
JOB DESCRIPTION FOR THE POSITION OF
VICE PRESIDENT OF OPERATIONS
Assist annually in the formalization of the corporate operation plan and
operation budget;
Assist in the recruitment, employment and termination of Operational Support
Staff for the Company;
Provide management responsibilities, to include the supervision of subordinates
to ensure corporate operational goals are met;
Act as primary liaison to the Company staffing an operational capacity to ensure
the maintenance of a high level relationship between staff and operations;
Assist President/CEO of the Company in the setting of operational goals of the
Company;
Meet individual operational goals consistent with the companies goals and
objectives;
Help identify potential problems in the operations area, and develop resolutions
for potential problems;
Assist President/CEO of the Company in establishing corporate policies regarding
the Company's customer oriented operations;
Other related duties as deemed appropriate to assist with the promotion of the
business of the Company.
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