EMPLOYMENT AGREEMENT
Exhibit 10.1
Peerless Systems Corporation, a Delaware corporation (the “Company”), and Xx Xxxx, a natural person (“Employee”) (collectively, the “Parties”), make this EMPLOYMENT AGREEMENT (“Agreement”) as of January 1, 2013.
The Company hereby agrees to employ Employee commencing on the date hereof and continuing for a period of one year, and Employee hereby agrees to be employed by the Company for such period. Thereafter, if Xx. Xxxx’x employment by the Company continues, he will be an employee at will.
(a) Duties and Responsibilities. Employee will report to the Company’s Chief Executive Officer (the “Chief Executive Officer”) and Employee shall perform and discharge the duties which may be assigned to him from time to time by the Chief Executive Officer in connection with the conduct of the business of the Company and its subsidiaries and affiliates. Employee’s job responsibilities shall include, but not be limited to, the responsibilities set forth on Exhibit A and any other responsibilities reasonably requested or required of Employee on behalf of the Company.
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Employee’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall be assignable by the Company and inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of the Company’s assets, any corporate successor to the Company or any assignee thereof; provided however that such assignee assumes in writing the Company’s obligations hereunder.
This Agreement shall represent the sole agreement with the Company as to the subject matter herein, and Employee has no material obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Employee undertaking employment with the Company. Employee represents and warrants that Employee has the right and power to enter into this Agreement, to perform Employee’s obligations hereunder, and by entering into this Agreement and performing Employee’s obligations hereunder Employee is not in conflict with any agreement with any third party. The Company represents and warrants that the Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
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(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of law principles.
(c) Arbitration. With the exception of any claims for workers compensation, unemployment insurance, claims before any governmental administrative agencies or claims related to the National Labor Relations Act, any controversy relating to this Agreement or Employee’s employment shall be settled by binding arbitration according to the American Arbitration Association’s Employment Arbitration Rules and Mediation Procedures (available at xxxx://xxx.xxx.xxx) and subject to the Federal Arbitration Act and the Federal Rules of Civil Procedure (including their mandatory and permission rights to discovery.) This provision to arbitrate applies to both Company and Employee. Such arbitration shall be presided over by a single arbitrator in Connecticut. Such binding arbitration is applicable to any and all claims under state and federal employment related statutes including, without limitation, the Fair Employment and Housing Act, the Age Discrimination in Employment Act, the Family Medical Leave Act, Title VII of the Civil Rights Act and any similar statute law or regulation of the state of Delaware, as well as any claims related to a claimed breach of this Agreement. The Company shall bear all costs uniquely associated with the arbitration process, including the arbitrator’s fees where required by law. The arbitrator shall have the authority to award any damages authorized by law, including, without limitation, costs and attorneys’ fees. The Parties agree to execute all documents necessary to keep the documents, findings, and award, if any, of the arbitration confidential, including, without limitation, execution of a protective order.
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If to Employee to:
Xx Xxxx
00 Xxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
If to the Company:
Peerless Systems Corporation
Attn: Chief Executive Officer
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
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Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery with receipt acknowledged, expedited courier, messenger service, telecopy, telex, or electronic mail), but no such notice, request, demand, claim, or other communication will be deemed to have been duly given unless and until it is received by the intended recipient (which shall be evidenced by fax or e-mail confirmation, or registered receipt, or declaration via a messenger). Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.
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Peerless Systems Corporation
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By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Chairman and Chief Executive Officer
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Dated: January 14, 2013
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/s/ Xx Xxxx
Xx Xxxx
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Dated: January 14, 2013
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EXHIBIT A
Employee’s Responsibilities
Employee will take responsibility for all finance and accounting functions, financial reporting, tax returns and filings, and quarterly and annual SEC filings, and will assist in the execution of acquisition and investment opportunities for the Company. Employee’s responsibilities will include the following areas:
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Ensure proper maintenance of all accounting records, systems and functions;
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Ensure maintenance of appropriate internal controls and financial procedures;
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Review all month-end closing activities including general ledger maintenance, balance sheet reconciliations and P&L analysis;
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Prepare month-end, quarter-end and year-end financial statements;
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Prepare all quarterly and annual SEC filings;
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Serve as a key point of contact for external auditors and prepare all schedules requested by external auditors;
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Coordinate with tax accountants to ensure proper filing of tax returns;
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Prepare various analyses and reports required by the Board, including annual budget and financial planning;
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Ensure legal and regulatory compliance regarding all financial functions;
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Participate and contribute to the screening, analyzing, negotiating and closing of investment opportunities pursued by the Company.
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