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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
This Agreement is made on the 19th day of April, 1999, by and between Chicago
Map Corporation, (hereinafter referred to as the "Corporation"), an Illinois
Corporation with a principal place of business in Lemont, Illinois, and Xxxxxxx
X. Xxxxx (hereafter referred to as "Xxxxx"), a resident of Dallas, Texas.
WHEREAS, the Corporation is engaged in the service of developing, marketing and
distributing computer mapping software programs;
WHEREAS, it is intended that Xxxxx become an employee of the Corporation; and
WHEREAS, the parties desire to define the relationship between Xxxxx and the
Corporation.
1. EFFECTIVE DATE
The effective date of the employment relationship of the Corporation and Xxxxx
shall be April 19, 1999.
2. SERVICES
2.1 As an employee of the Corporation, Xxxxx agrees to devote substantially his
entire time and attention to service as a Senior Vice-President of Business
Development.
2.2 The expenditure of reasonable amount of time for teaching, lecturing,
personal or outside business, shall not be deemed a breach of this Agreement,
provided such activities do not materially interfere with the services required
to be rendered to the Corporation hereunder.
2.3 Xxxxx shall not, without the express prior written consent of the
Corporation, directly or indirectly, during the term of his employment
relationship, render services or engage in any activity competitive with and/or
adverse to the Corporation's business, whether alone, as a partner, or as an
officer, director, employee or shareholder (excluding the holding of the
securities of any corporation whose securities are publicly traded if such
securities owned by Xxxxx do not exceed one percent (1%) in value of all of the
issued and outstanding securities of such corporation) of any other corporation,
or as a trustee, fiduciary or other representative of any other activity.
2.4 The making of passive and personal investments and the conduct of private
business affairs shall not be prohibited hereunder, provided the non-competitive
restrictions of the previous paragraph are not violated.
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3. COMPENSATION
3.1 The Corporation agrees that commencing with March 19, 1999, Xxxxx'x salary,
as a Senior Vice-President of Business Development shall be $102,000.00 per
year, paid in twenty-four semi-monthly installments of $4,250.00 each.
3.2 The Corporation agrees that during the first three years of employment, and
that on each anniversary of such employment Xxxxx will receive salary increases
according to the Corporation's then existing salary increase procedures.
3.3 The Corporation agrees to provide and Xxxxx agrees to accept, the conditions
of a corporate stock options package. Both parties acknowledge that the details
of this package are not yet in place and have not been approved by the Board of
Directors of the Corporation as of the effective date of this Agreement.
Attachment A is a draft outline of the stock options package that will be
proposed to the Board of Directors and be voted upon within 60 days of the date
of this Agreement.
3.4 All compensation shall be subject to the customary withholding of taxes and
other deductions as required with respect to compensation paid by a corporation
to an employee.
4. VACATION
4.1 The Corporation agrees that in the first year of his employment, Xxxxx shall
be entitled to three (3) weeks of vacation. Commencing with the second year of
employment, Xxxxx shall be entitled to four (4) weeks of vacation per year.
5. ATTENDANCE OF MEETINGS AND CONVENTIONS
5.1 Xxxxx shall be entitled to attend meetings and conventions, that are to the
direct benefit of the Corporation, unless such attendance is specifically
prohibited by the Board of Directors.
5.2 The monies to which Xxxxx shall be entitled as a benefit for attendance of
meetings and conventions as aforesaid, shall be limited to reimbursement of any
reasonable expenses incurred during the meeting or the convention and any other
specific expenses expressly approved by the Board of Directors.
6. TERMINATION
6.1 The Employment Relationship between the Corporation and Xxxxx shall be
terminated upon happening of any of the following events:
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a. Whenever the Corporation and Xxxxx shall mutually agree to
termination in writing.
b. In the event of bankruptcy, receivership, dissolution, or cessation
of the Corporation.
c. Upon the death of Xxxxx.
d. At the Corporation's option, if Xxxxx shall suffer a total and
permanent disability. For purposes of this Agreement "total and
permanent disability" shall mean the inability of Xxxxx to
reasonably perform his regular duties for a continuous period of
(12) months as a result of the same illness or injury.
e. At the Corporation's discretion, for no cause, with a 30-day
notification to Xxxxx in writing.
6.2 Upon termination in accordance with Paragraph 6.1.d above, Xxxxx shall be
entitled to receive the compensation that is described in the then existing
Corporation's termination procedures.
6.3 Upon termination in accordance with Paragraphs 6.1.a or 6.1.b above,
Corporation agrees to pay Xxxxx one half (1/2) of the compensation defined in
Section 3.1 for the remainder of the term of this Agreement.
6.4 Upon termination in accordance with Paragraph 6.1.e, the Corporation agrees
to pay Xxxxx the compensation defined in Paragraph 3.1 for the remainder of the
term of this Agreement.
7. CORPORATION'S AUTHORITY
7.1 Xxxxx agrees to observe and comply with the by-laws of the Corporation as
adopted by its Board of Directors, in writing, respecting performance of his
duties and to carry and to perform orders, directions, and policies stated by
the Corporation to him, from time to time, either orally or in writing.
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8. RECORDS
8.1 In the event of termination of this Employment Agreement, Xxxxx shall not be
entitled to keep or preserve records as to any client, unless said client shall
specifically request or authorize such disposition of his records.
9. EXPENSES
9.1 During the period of his employment, Xxxxx will be reimbursed for his
reasonable expenses in accordance with the general policy of the Corporation as
adopted by its Board of Directors, from time to time.
10. REIMBURSEMENT OF DISALLOWED COMPENSATION
10.1 In the event that any compensation paid to Xxxxx shall, upon audit or other
examination of the income tax returns of the Corporation be determined not to be
allowable deductions from the gross income of the Corporation, and such
determinations shall be acceded to by the Corporation, or such determination
will be made final by the appropriate State or Federal taxing authority or a
final judgement of a court of competent jurisdiction, and no appeal shall be
taken therefrom, or the applicable period for filing notice of appeal shall have
expired, then in such event Xxxxx shall reimburse the Corporation for the amount
of such disallowed compensation. Such reimbursement by Xxxxx may not be waived
by the Corporation.
11. FRINGE BENEFITS
11.1 Fringe benefits which will be provided to Xxxxx by the Corporation are all
benefits according to applicable policies of the Corporation, and include the
following:
a. Health Insurance
b. Group Term Life Insurance
c. Group Long Term Disability Insurance (Delay for 3 months)
d. 401(k) or Equivalent Retirement Plan (Delay for 3 months)
12. COVENANT NOT TO COMPETE
12.1 For a period of one (1) year from the date of termination of employment
with the Corporation, Xxxxx will not, within the State of Illinois, or the State
of Texas, directly or indirectly, own (excluding the holding of securities of
any corporation whose securities are publicly traded if such securities owned by
Xxxxx do not exceed one percent (1%) in value of all of the issued and
outstanding securities of such corporation), manage, operate, join, control or
participate in the ownership, management, operation or control of; or be
connected as a partner, consultant or
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otherwise, with any profit or non-profit business or organization which directly
competes with the Corporation or any of its subsidiaries.
12.2 It is expressly understood and agreed that although the parties hereto
consider the restrictions contained herein reasonable as to the protected
business, time and geographic area, if the aforesaid restrictive covenant is
found by any court of competent jurisdiction to be unreasonable because it is
too broad in extent as to the protected business, time period or the designated
geographic area, or as to any of them, then and in that case the restrictions
herein contained shall nevertheless remain effective, but shall be considered to
have been amended as to such protected business, time or area, or any of them,
as the case may be, as may be considered to be reasonable by such court, and as
so amended shall be enforceable.
12.3 It is further expressly agreed that in the event of breach by Xxxxx of any
of the covenants herein contained, although the Corporation's damage may be
substantial, the same may be extremely difficult to ascertain and money damages
may not afford an adequate remedy; therefore, in the event of breach, in
addition to such other remedies, which may be provided by law, the Corporation
shall have the right to specific performance of the covenants herein contained
by way of temporary and/or permanent injunctive relief.
13. TERM
13.1 The term of this Agreement shall be three (3) years, commencing on the
effective date of April 19, 1999 and shall terminate on April 18, 2002. This
Agreement shall be automatically renewed for succeeding terms of one (1) year
unless it is terminated in accordance with the provisions of Article 6 hereof.
14. INDEMNIFICATION
14.1 The Corporation will indemnify and hold Xxxxx harmless with respect to any
liability, suits, causes of action or claims according to the Indemnification
provisions in the Corporate by-laws.
15. MISCELLANEOUS
15.1 This Agreement shall be governed by and construed under the laws of the
State of Illinois.
15.2 This Agreement is not assignable in whole or in part by either party
without the written consent of the written party.
15.3 This Agreement constitutes the entire agreement of the parties with respect
to the transaction contemplated hereby and supersedes all other agreements
between the parties, either written or oral, with respect to such transactions.
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15.4 This Agreement may not be amended except by a writing signed by both
parties.
15.5 A waiver of any of the terms and conditions hereof shall not be construed
as a general waiver by the Corporation and the Corporation shall be free to
reinstate any such term or condition, with or without notice to Xxxxx.
15.6 If any part, term or provision of this Agreement shall be held illegal,
unenforceable or in conflict with any law of a federal state, local or other
government having jurisdiction over this Agreement, the validity of the
remaining portions or provisions shall not be affected thereby.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
the duly authorized members of the Board of Directors and Xxxxx has hereunto set
his hand and seal as of the date first above written.
For the Corporation: Employee:
/s/ Xxxx Xxxxxxx /s/ Xxx Xxxxx
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Xxxx Xxxxxxx, Secretary Xxx Xxxxx
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, Treasurer
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