EXHIBIT 10.34
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AMENDED AND RESTATED
ENGAGEMENT AGREEMENT
This Amended and Restated Employment Agreement effective September 7, 1999 shall
fully declare the mutual understanding and employment terms between Heartsoft,
Inc. (the "Company") and Xxxxxxx X. Xxxx ("Xxxx") and amends in its entirety the
Engagement Agreement dated September 7, 1999 between the Company and Seng as
follows:
1. Position and Commitment Date. Seng shall be employed as Vice President
of marketing and Sales of the Company, and such employment shall
commence on or about October 1, 1999.
2. Salary. Seng will be paid a base salary of $100,000 per year, to be
paid bi-weekly by the Company.
3. Signing Bonus. The Company shall pay Seng a signing bonus of $5,000
upon execution of the Engagement Agreement.
4. Initial Grant of Stock. The Company shall xxxxx Xxxx 50,000 shares of
common stock of the Company upon the execution of the Engagement
Agreement.
5. Bonus Tied to Revenue. Seng shall be paid a quarterly bonus payment
based on the level of revenue generated by the division of the Company
for which she is responsible. From the commencement of Seng's
employment until the first anniversary of Seng's employment, the
quarterly bonus payment shall be equal to 1% of the division's revenues
for that quarter. After the first anniversary and until the second
anniversary, the quarterly bonus payment shall equal 1.5% of the
division's revenues for that quarter. After the second anniversary and
until the third anniversary, the quarterly bonus payment shall equal 2%
of the division's revenues for that quarter. Thereafter, Seng's
quarterly bonus payment shall equal 2.5% of the division's revenues for
that quarter.
6. Insurance Benefits. The Company shall provide reasonable medical, life
and dental insurance to Seng at no cost to Seng. The Company will
reimburse Seng her COBRA payment until she qualifies under the
Company's plans.
7. Reimbursement. The Company shall reimburse Seng for normal and
customary home office, travel and business expenses as required for
execution of the duties of the position and which are subject to
reasonable verification. The Company shall also pay for or reimburse
Seng for travel, including round trip airfare and rental car, to the
Tampa, Florida area two weekends each month during the period in which
Seng will be working in the Tulsa area full time.
8. Apartment. The Company shall provide a furnished apartment to Seng in
the Tulsa, Oklahoma area for a period of up to six (6) months following
the commencement of Seng's employment, which will be used while the
position requires Seng's full-time presence at the Company's offices in
Broken Arrow, Oklahoma.
9. Vacation. The Company shall provide four (4) weeks of paid vacation to
Seng per year.
10. Computer Equipment. The Company shall provide Seng with computer
equipment as required by her home office and commuting needs.
11. Termination For Cause. In the event that the Company terminates Seng's
employment with cause, the Company will pay Seng her salary through the
date of termination and the Company shall have no further obligation
hereunder.
12. Termination Without Cause. In the event the Company terminates Seng's
employment without cause, the Company shall pay to Seng an amount equal
to one year's annual salary and the Company shall have no further
obligation hereunder.
13. Other Benefits. The Company shall provide other benefits including, but
not limited to, holidays and sick leave, which are customarily provided
to employees of the Company.
HEARTSOFT, INC.
By: /s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx, Chief Executive Officer
Approved and accepted:
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
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