Exhibit 10.23
[LETTERHEAD OF PENCOM]
EMPLOYMENT AGREEMENT
This agreement, entered into this 27th day of September, 1993, between
PENCOM SOFTWARE (PSW), a division of PENCOM SYSTEMS INCORPORATED, a New York
corporation and Xxxxxxx Xxxxx (herein after referred to as "EMPLOYEE").
1. PSW hereby employs EMPLOYEE in the position of Director of Transaction
Systems.
2. EMPLOYEE shall receive a salary of $120,000.00 per annum, paid in
twenty-four (24) equal semi monthly installments of $5,000.00. EMPLOYEE shall
receive the benefits set forth in the "Benefits Package" as amended from time to
time.
3. EMPLOYEE will devote his or her full business time and best efforts to
PSW, will provide technical services on such projects or to such clients as PSW
designates, and will perform such administrative duties related to his or her
other duties as PSW may reasonably assign.
4. EMPLOYEE agrees not to disclose to third parties, or to use for his or
her own benefit, information, materials or other property (including without
limitation, source code, object code, design documents, test suites, protocols,
other computer related information, the customer list, billing rates, methods of
doing business or other materials marked confidential) belonging to PSW, or its
clients. All information gained as a result of this Agreement is confidential
and such information shall not be disclosed to third parties. EMPLOYEE further
agrees that upon termination he or she will return to PSW all such information
and material in his or her possession. This paragraph shall survive the
expiration or termination of this Agreement.
5. EMPLOYEE shall not during the term of this Agreement, and for a period
of one year thereafter, directly or indirectly:
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a. Solicit or induce any employee or consultant of PSW to terminate his or
her employment.
b. Solicit or induce any customer of PSW to terminate its business
relationship with PSW, including firms that have been customers of PSW
within the twelve (12) months preceding EMPLOYEE'S termination.
c. Accept any opportunity (whether of a contract or full-time employment)
with a PSW client if Employee learned about the opportunity in the course
of Employee's employment by PSW.
6. EMPLOYEE agrees to disclose to PSW in writing any and all documentation,
inventions, improvements or discoveries which arise out of his or her employment
with PSW.
7. All copyrightable work is "work for hire" and EMPLOYEE hereby assigns to
PSW all rights and interest in any copyrightable work, invention or idea made or
conceived while in the performance of any job related duties during the term of
this Agreement. EMPLOYEE will execute any documents, and at PSW's expense
provide any cooperation reasonably necessary to create or record any such
transfer of ownership.
8. EMPLOYEE represents that EMPLOYEE has the right to enter into this
Agreement without infringing any prior agreement to which EMPLOYEE is a party;
that all deliverable work provided hereunder will be original and will not
infringe any copyright, patent or other intellectual property right; that the
EMPLOYEE is an American citizen or legal permanent resident of the United States
and, at the same time this Agreement is signed, will sign an I-9 form and will
provide to PSW the documentation required. EMPLOYEE will obey all PSW rules and
regulations as they may be issued from time to time.
9. It is understood that either party may terminate this Agreement without
cause by giving two weeks prior written notice to the other. In its sole
discretion, PSW may terminate employee, without cause, effective immediately,
upon payment of two weeks salary to employee. PSW may terminate immediately upon
written
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notice to EMPLOYEE for cause (including without limitation PSW's client
requesting termination of EMPLOYEE's services).
10. This Agreement will be governed by Texas law.
11. This Agreement may not be assigned by either party without the prior
written consent of the other.
12. This Agreement, and any written amendments thereto, contain all terms
and conditions agreed upon by the parties hereto, and no other agreements, oral
or otherwise, shall be deemed to exist or to bind any of the parties hereto. All
previous communications, representations, warranties, promises, conditions or
agreements of any kind shall not be binding upon the parties unless incorporated
into this Agreement. This Agreement may not be amended or modified, except by a
writing signed by both parties.
READ AND ACCEPTED BY EMPLOYEE
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Address of Employee is as follows:
000 Xxxx Xxxx
Xxxxxxx Xxxxxx, XX 00000
PENCOM SOFTWARE
(a division of Pencom Systems Incorporated)
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
President
Pencom Systems Incorporated
