EXHIBIT 10.23
EMPLOYMENT AGREEMENT
Agreement made as of September 30, 1996, between MAPINFO CORPORATION, Xxx
Xxxxxx Xxxx, Xxxx, Xxx Xxxx 00000 ("MapInfo"), and Xxxxxxx X. Xxxxxx (XXXXXX)
residing at 00 Xxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000.
1. Engagement. MapInfo agrees to employ XXXXXX, and he agrees to serve as
the MapInfo Chairman, and acting President and Chief Executive Officer of the
corporation.
2. Term. The term of this Agreement shall begin on October 1, 1996, and
shall continue until terminated in accordance with any of the following. The
current Agreement shall remain in effect until October 1, 1996.
2.1 This Agreement for services shall terminate after a new Company
President/CEO has been hired and that person and the Board determined that
MARVIN's services in the capacity described hereafter are no longer
required. Upon such termination of full time employment:
2.1.1 While he remains Chairman of the Board, XXXXXX may, at his
option, continue to occupy his office at MapInfo; and
2.1.2 Whether or not XXXXXX remains with MapInfo, the Company for a
period of one year, shall provide XXXXXX with full access to, and the
assistance of Xxxxx Xxxxxxx; and
2.1.3 Xxxxx Xxxxxxx and XXXXXX have the sole responsibility for
terminating this relationship before the end of the transition year.
2.2 This Agreement may be terminated by MapInfo at any time for Cause.
For the purposes of this Agreement, Cause shall be any of the following:
2.2.1 The breach by XXXXXX of a material provision of this Agreement,
including but not limited to the failure of XXXXXX to provide the
services called for hereunder, or any breach by XXXXXX of
confidentiality, or violation of any non-compete agreement; or
2.2.2 Malfeasance in relation to the company; or
2.2.3 Upon the conviction of XXXXXX for any crime, or because MapInfo
reasonably believes XXXXXX may have been, or is, involved in criminal
or other activities of such a nature as could injure the reputation of
MapInfo.
2.2.4 Material failure to perform his duties which failure is not
cured within 30 days after notice.
2.3 In the event that XXXXXX shall be prevented from performing his
duties for a continuous period of three (3) months as a result of a
personal injury, mental or physical disability, or illness, MapInfo may
terminate this Agreement upon twenty (20) day written notice to XXXXXX.
Salary shall only be continued for ninety (90) days after the date the
disability commences, reduced dollar for dollar by the amount of any
disability insurance benefits paid to him by reason of company owned
disability policies.
3. Services. XXXXXX shall devote his best and full-time efforts to
fulfilling his responsibilities to MapInfo. He shall use his individual
expertise to the extend possible for effective financial and administrative
operation of the company, as well as the growth of the business.
4. Compensation. As compensation for the services to be rendered MapInfo
shall pay and provide the following to XXXXXX:
4.1 A base salary for year one at the rate of Two Hundred and fifty
Thousand Dollars ($250,000.00) per year, and
4.1.2 Bonuses based upon the performance of the Corporation and upon
XXXXXX achieving his targeted company fiscal year objectives as
established by the Board of Directors in conference with XXXXXX, and
further, upon XXXXXX achieving super objectives established by the
Board of Directors, subject to the following:
4.1.2.1 $125,000 in year one, payable quarterly, for achieving
targeted company fiscal year objectives, and
4.1.3 Upon signing, XXXXXX shall receive 25,000 shares of MapInfo
stock options vesting March 31, 1997. These options shall remain in
effect as long as XXXXXX is employed by the Company.
4.4 Participation in all employee benefit programs, such as medical
insurance, retirement and disability programs, as set forth in the MapInfo
Employee's Manual, and as they may be amended from time to time.
5. Expenses. In addition to the compensation provided for above, XXXXXX
shall also be entitled to reimbursement for all reasonable expenses
necessarily incurred by him in the performance of his duties, upon
presentation of vouchers indicating the amount and business purposes.
6. Non-competition. XXXXXX shall sign the annexed non-compete agreement as a
condition of his employment.
7. Amendment. This Agreement shall be amended only in writing, signed by
XXXXXX and MapInfo's Secretary of the Board.
8. Notices. All notices required or permitted to be given under this
Agreement shall be hand delivered or sent by registered or certified mail,
return requested to the last known address of either party.
9. Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon MapInfo, its successors and assigns, including, without
limitation, any corporation which may acquire all or substantially all of
MapInfo's assets and business or into which MapInfo may be consolidated or
merged, and XXXXXX, his heirs, executors, administrators and legal
representatives. XXXXXX may assign his right to payment under this Agreement,
but not his obligations under this Agreement.
10. Entire Agreement. This Agreement is the entire Agreement of the parties
regarding the subject matter hereof, and supersedes all prior understandings.
There are no oral agreements or other writings related to the matters set
forth herein.
11. Governing Law. This Agreement shall be governed by the laws of New York
State.
XXXXXXX X. XXXXXX MAPINFO CORPORATION
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
_____________________________________ By___________________________________
Xxxx X. Xxxxxx, Secretary
9/30/96
Date: _______________________________ 9/30/96
Date: _______________________________
