EXHIBIT 10.2
EMPLOYMENT AGREEMENT
AGREEMENT, dated May 1, 1998 between CADAPULT GRAPHIC SYSTEMS INC., a
New Jersey corporation with offices at 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000 ("Employer"), and XXXXXXX XXXXXX ("Employee") residing at 0000
Xxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000.
W I T N E S S E T H:
WHEREAS, Employer desires to retain the services of Employee and
Employee desires to be employed by Employer upon the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the agreements herein contained, the
parties hereto agree as follows:
I. EMPLOYMENT. Employer hereby employs Employee, and Employee hereby
agrees to serve, as Vice President of Marketing and Investor Relations,
Treasurer and Secretary of Employer, or such other position and with such
title as Employer may reasonably designate, for the Term of Employment (as
defined in Section 2). Employee agrees to perform such services as are
customary for such office or to such other offices as shall from time to time
be assigned to Employee by Employer's Board of Directors or its designee, and,
in the absence of such assignment, such services customary to such offices as
are necessary to the operations of Employer. Employee further agrees to use
Employee's best efforts to promote the interest of Employer and to devote
Employee's full business time and energies during normal business hours to the
business and affairs of Employer during the Term of Employment.
2. TERM OF EMPLOYMENT. The employment hereunder which shall commence
on the date of the execution of this Agreement and shall continue for a term
of three (3) years (the "Term of Employment"), unless earlier terminated: (a)
upon death of Employee; (b) at the option of Employer upon 30 days' prior
written notice to Employee, in the event Employee, by reason of physical
injury or illness, is unable to materially perform her duties hereunder for a
period of 60 days and has no proof of expectation of returning to work within
a reasonable time thereafter; or (c) upon the discharge of Employee by the
Board of Directors of Employer for "cause" (as defined in Section 7 hereof).
3. COMPENSATION.
A. Base Salary. As compensation for the services to be provided
hereunder and in consideration of Employee's agreement not to compete as set
forth in Section 4, during the Term of Employment, Employer shall pay Employee
an annual salary of eighty thousand dollars ($80,000) with adjustments of not
less than the change in the Consumer Price Index, or such greater amount as
may be established by Employer's Board of Directors, which shall be payable in
appropriate installments to conform with the regular payroll dates for
salaried personnel of Employer.
B. Other Benefits. Employee shall be entitled to the following
fringe benefits, perquisites, and other benefits of employment during the Term
of Employment to the extent that the Board of Directors determines such
benefits are to be made available to the Companie's employees in general: (i)
medical and dental insurance under such group medical and dental insurance
policies as Employer may provide to its employees; (ii) sick days in
accordance with Employer's policy regarding officers; (iii) up to four (4)
weeks vacation in each year fully worked, and it is not to be deemed to have
any cash value; (iv) participation in Employer's 401(k) plan or such other
plan as Employer may adopt; and (v) participation in Employer's employee stock
option plan when and if established.
C. Payment Upon Early Termination. In the event of early
termination of employment for any reason specified in Section 7 hereof,
Employer shall no longer be obligated to make any payments of compensation to
Employee or Employee's estate under this Agreement. However, any salary or
bonus earned and/or vested for prior periods, but not yet paid, shall be paid
by Employer to Employee or Employee's estate.
D. Bonus. Employee shall, during the term of this Agreement, be
entitled to a performance bonus as the Board of Directors may determine from
time to time. A grant of any bonus or other compensation to another of
Employer's employee, shall not be, in any way, interpreted so as to entitle
Employee to such bonus or other compensation.
4. COVENANT NOT TO COMPETE; INTELLECTUAL PROPERTY;
CONFIDENTIALITY.
A. Covenant Not to Compete and Solicit. During the Term of
Employment and for a period of three (3) years after termination of Employee's
employment with Employer, Employee will not, within any jurisdiction in which
Employer or any affiliate conducts its business operations, directly or
indirectly, own, manage, operate, control, be employed by or participate in
the ownership, management, operation or control of, or be connected in any
manner with, any business of the type or character engaged in or competitive
with that conducted by Employer. The decision of Employer's Board of
Directors as to what constitutes a competing business shall be final and
binding upon Employee, and such decision shall be made in good faith, or as
adjudicated in a court of law. For these purposes, ownership by Employee or
any affiliate of Employee of securities of a public company not in excess of
1% of any class of such securities shall not be considered to be competition
with Employer.
For a period of three (3) years after termination of Employee's
employment with Employer, Employee further agrees to refrain from interfering
with the employment relationship between Employer and its other employees by
soliciting any of such individuals to participate in any way in any other
business ventures and agrees to refrain from soliciting business from any
client or prospective client (as disclosed in a list, compiled in good faith,
to be provided to Employee by Employer at the time she ceases to be employed,
which list shall be binding upon Employee) of Employer's for Employee's
benefit or for any other entity.
It is the desire and intent of the parties that if any provisions
of this Section 4(A) shall be adjudicated to be invalid or unenforceable, this
Section 4(A) shall be deemed amended to delete therefrom such provisions or
portion adjudicated to be invalid or unenforceable, such amendment to apply
only with respect to the operation of this paragraph in the particular
jurisdiction in which such adjudication is made.
B. Intellectual Property. During the Term of Employment,
Employee will disclose to Employer all ideas, inventions and business plans
developed by Employee during such period which relates directly or indirectly
to the business of Employer or affiliates, including without limitation any
process, operation, product or improvement which may be patentable or
copyrightable. Employee agrees that such will be the property of Employer and
that Employee will, at Employer's request and cost, do whatever is reasonably
necessary to secure the rights thereto by patent, copyright or otherwise to
Employer.
C. Confidentiality. Employee agrees to not divulge to anyone
(other than Employer or any other persons employed or designated by Employer)
any knowledge or information of any type whatsoever of a confidential nature
relating to the business of Employer or any of its subsidiaries or affiliates,
including without limitation all types of trade secrets (unless readily
ascertainable from public or published information or trade sources).
Employee further agrees not to disclose, publish or make use of any such
knowledge or information of a confidential nature without prior written
consent of Employer.
5. REIMBURSEMENT OF EXPENSES. Employee shall be entitled to be
reimbursed for reasonable travel and other reasonable expenses incurred in
connection with Employee's services to Employer pursuant to and during the
Term of Employment upon a basis consistent with the policies established or
announced by Employer.
6. BREACH BY EMPLOYEE. Both parties recognize that the services to be
rendered under this Agreement by Employee are special, unique and
extraordinary in character, and that in the event of a breach by Employee of
the terms and conditions of this Agreement to be performed by Employee, or in
the event Employee performs services during the Term of Employment for any
person, firm, corporation or other entity engaged in a competing line of
business with Employer, or otherwise breaches this Agreement, Employer shall
be entitled, if it so elects, to take all actions, either in law or in equity,
that it deems necessary to protect its rights and interests.
7. TERMINATION FOR CAUSE. Employer may terminate Employee for cause
upon ten days' prior written notice to Employee. For purposes of this
Agreement, an event or occurrence constituting "cause" shall mean:
A. Employee's willful failure or refusal after notice thereof, to
perform specific directives of Employer's Board of Directors, when such
directives are consistent with the scope and nature of Employee's duties and
responsibilities as set forth in Section 1 and elsewhere herein;
B. Dishonesty of Employee affecting Employer;
C. Employee's conviction of a felony or of any crime involving
moral turpitude, fraud or misrepresentation;
D. Any gross or willful conduct of Employee resulting in
substantial loss to Employer, substantial damage to Employer's reputation or
theft from Employer;
E. Other than physical injury or illness, Employee's failure to
perform the duties and responsibilities under this Agreement; or
F. Any material breach (not covered by any of the clauses (A)
through (E)) of any of the provisions of this Agreement, causing damage to
Employer, if such breach is not cured within ten days after written notice
thereof to Employee by Employer.
8. ASSIGNMENT. This Agreement is a personal contract and, except as
specifically set forth herein, the rights and interests of Employee herein may
not be sold, transferred, assigned, pledged or hypothecated by Employee. The
rights and obligations of Employer hereunder shall be binding upon and run in
favor of the successors and assigns of Employer. In the event of any
attempted assignment or transfer of rights hereunder contrary to the
provisions hereof, Employer shall have no further liability for payments
hereunder. Employee specifically consents to assignment of this Agreement by
Employer pursuant to any reorganization or merger that Employer may effect
hereafter.
9. GOVERNING LAW; CAPTIONS. This Agreement contains the entire
agreement between the parties and shall be governed by the laws of the State
of New York. It may not be changed orally, but only by agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought, and consented to in writing by the
President of Employer. Section headings are for convenience or reference only
and shall not be considered a part of this Agreement.
10. PRIOR AGREEMENTS. This Agreement supersedes and terminates all
prior agreements between Employer and Employee relating to the subject matter
herein addressed.
11. NOTICES. Any notice or other communication required or permitted
hereunder shall be sufficiently given if delivered in person to Employer by
delivery to its Chairman of the Board of Directors or sent by telex, telecopy
or by registered or certified mail, postage prepaid, addressed as follows:
If to Employee, to:
Xxxxxxx Xxxxxx
0000 Xxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000.
If to Employer, to:
Cadapult Graphic Systems Inc.
Attn: Xxxxxxx Xxxxx, President
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
fax: 000-000-0000
IN WITNESS WHEREOF, Employer has by its appropriate officer signed this
Agreement and Employee has signed this Agreement, on and as of the date and
year first above written.
CADAPULT GRAPHIC SYSTEMS INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Name/Title
EMPLOYEE
/s/ Xxxxxxx Xxxxxx
-----------------------------
Xxxxxxx Xxxxxx
