EMPLOYMENT AGREEMENT (Chen)
EXECUTION
VERSION
(Chen)
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made
and entered into effective July 30, 2010 by and between CP Technologies LLC, an
Oregon limited liability company ("Company"), and
Xxxxxxxxxxx Xxxx ("Employee").
RECITALS
WHEREAS,
Company is engaged in the business of healthcare receivable servicing and
delivery of related products and services, and desires to employ Employee;
and
WHEREAS,
Company and Employee desire to execute this Agreement to set forth the terms and
conditions of Employee's employment by Company.
NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
AGREEMENT
1.
Employment.
Company agrees to employ Employee as its Senior Vice President - Product and
Employee accepts employment upon the terms and conditions set forth in this
Agreement.
2.
Term. The term
("Term") of
this Agreement shall continue until otherwise terminated as hereinafter
provided.
3.
Duties.
Employee shall be a member of the Company's senior management team, responsible
to participate in Company's market development and achievement of Company
goals. Employee shall be responsible for the strategic and tactical
development and delivery of Company's financial services products, as well as
such additional duties and responsibilities as may be reasonably assigned to
Employee by Company's Chief Executive Officer from time to time during the Term
that are consistent with such duties, or as otherwise agreed by Employee in
writing from time to time. Employee understands, acknowledges and agrees
that he shall serve under the supervision and direction of the Chief Executive
Officer of Company. Employee shall comply with all reasonable rules,
policies and procedures of Company as now in effect or that may be effective in
the future.
4.
Extent of Service; Corporate
Opportunities.
a.
Employee shall devote
substantially all of Employee's business time, skills, energies and attention to
Employee's responsibilities at Company's business in a diligent manner.
Unless the parties mutually agree in writing, Employee agrees that Employee will
not enter into any contractual commitments inconsistent with the Employee's
obligations set forth in this Agreement and that during the Term Employee will
not render or perform services for any other corporation, firm, entity or person
which are inconsistent with the provisions of this Agreement or which would
otherwise impair Employee's ability to perform Employee's ability to perform
Employee's duties hereunder.
b.
Employee acknowledges that
so long as Employee is an employee of Company, Employee owes a duty of loyalty
to Company. Without limiting the generality of the foregoing, during the
employment of Employee, Employee agrees that Employee will: (i) bring to the
attention of Company all business or investment opportunities that come to
Employee's attention that could reasonably be expected to fit within the
business or investment criteria of Company or any affiliate of Company, and (ii)
not personally engage in or make any such business or investment unless such
business or investment is either (x) approved by the Board of Directors of
Company (the "Board"), or (y)
formally rejected by the Board of Directors; provided, however, that the
restriction in clause (ii) shall not apply to (A) an investment in a mutual fund
or (B) an open-market investment in a publicly-traded company that represents
less than two percent (2%) of the outstanding voting securities of such
company.
c.
In the event Employee
desires to serve on the board of directors (including an advisory board or
similar position) of any organization, the written consent of the Board (which
shall not be unreasonably withheld) shall be obtained prior to any such
service.
5.
Salary, Incentive
Compensation, and Other Benefits. Company shall compensate and
provide Employee with the compensation and other benefits as set forth in Exhibit 1 to this
Agreement.
6.
Deduction for
Taxes. Company shall have the right to deduct from the compensation
payable to Employee under all of the provisions of this Agreement social
security taxes and all federal, state and municipal taxes and charges as may now
be in effect or which may hereafter be enacted or required as charges on the
compensation of Employee.
7.
Working Facilities.
Company shall provide Employee with an office, secretarial/administrative
support services and such facilities and supplies as are necessary and
appropriate for the performance of Employee's duties. It is understood
that Employee will initially be based in California.
8.
Termination.
a.
Employee may terminate
Employee's employment at any time, with or without Good Reason. "Good Reason" means:
(i) material breach by Company of this Agreement with Employee that is not
cured within thirty (30) days of receipt of written notice to the Board
detailing the breach; (ii) the assignment of duties materially inconsistent with
Employee’s position as contemplated by this Agreement; (iii) any relocation
of Employee's work site of more than 50 miles from the work site used by
Employee in San Francisco, California as of the effective date of this
Agreement; or (iv) any material reduction in the benefits provided to Employee
that are not experienced generally by all executives of Company; or (v) any
material reduction in Employee’s position or title.
Employment
Agreement (Chen)
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b.
Employee's employment
shall terminate upon the retirement or death of Employee.
c. Employee's
employment shall terminate upon the Total Disability of
Employee. "Total Disability"
shall mean the inability (with or without such accommodation as may be required
by law protecting persons with disabilities and that places no undue burden on
Company) of Employee, as determined in good faith by the Board, to perform the
essential functions of Employee's position for a period or periods aggregating
ninety (90) calendar days in any twelve (12) month period as a result of
physical or mental illness, unless Employee is granted a leave of absence by the
Board.
d. Company
may terminate Employee's employment at any time, with or without
Cause. "Cause"
means:
i. Employee
has failed to satisfactorily perform a material requirement of his duties after
having received a performance evaluation identifying a deficiency and a
reasonable period of time (but in no event less than thirty (30) days) to
address any such deficiency;
ii. Employee
willfully and continuously fails or refuses to comply with any of the lawful and
material policies, standards, rules, and regulations of Company from time to
time established and generally applicable to all employees, after having
received thirty (30) days written notice specifying the conduct or performance
at issue and reasonable time in which to cure any deficiencies;
iii. Employee
has engaged in unethical conduct, disloyalty to Company, fraud or dishonesty in
the performance of his duties or is convicted of a crime involving fraud,
dishonesty or moral turpitude; or
iv. Employee
has materially breached the terms of this Agreement (other than any breach that
is addressed in (i) through (iii) above) and failed to cure said breach (if
curable) within fifteen (15) days written notice thereof by
Company.
e. Company
may terminate Employee's employment immediately upon a decision to sell or
dispose of substantially all of Company's assets, or to distribute such assets
to shareholders in complete liquidation, or to transfer a controlling interest
in Company (collectively, a "Control
Transfer").
9. Effect of
Termination.
a. Upon
termination of Employee's employment pursuant to this Agreement, Employee shall
be entitled to receive Employee's Base Salary, as set forth in Exhibit 1 attached hereto (and
as amended from time to time), payable through the effective date of termination
pursuant to Company's normal payroll practices. If termination is due
to the death of Employee, Company shall pay Employee's surviving spouse, or
Employee's estate if Employee is not survived by a spouse, the Base Salary which
would otherwise be payable to Employee through the end of the month in which
death occurs.
Employment
Agreement (Chen)
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b. Subject
to Section 12
below, if Company terminates Employee's employment without Cause or if Employee
terminates for Good Reason, Employee shall be entitled to receive a continuation
of Base Salary Payments and health insurance benefits (under plans as in effect
for Company's employees generally and subject to plan participation rules) for
twelve (12) months following the effective date of termination and at the Base
Salary as set forth below:
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i.
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50%
of Base Salary if Employee has less than 1 year of service,
or
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ii.
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100%
of Base Salary if Employee has more than 1 full year of
service.
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c. Subject
to Section 12
below, if Company terminates Employee's employment due to a Control Transfer,
Employee shall be entitled to receive a continuation of Base Salary payments (at
the rate then in effect) and health insurance benefits (under plans as in effect
for Company's employees generally and subject to plan participation rules) for
the period of time following the effective date of termination equal to twelve
(12) months plus 1 month for every year of service up to a maximum of 24
months.
d. If
Company terminates Employee's employment without Cause, if Employee terminates
employment for Good Reason, if employment is terminated due to Employee's death
or Total Disability, or if employment is terminated due to a Control Transfer,
Employee shall also be entitled to receive any Incentive Compensation, as set
forth in Exhibit 1
attached hereto, that might otherwise be earned or accrued in favor of
Employee for the period in which termination occurs, appropriately prorated
through the effective date of termination and paid within thirty (30) days after
the end of the period for which Incentive Compensation would be calculated if no
termination had occurred.
e. If
Company terminates Employee's employment for Cause, or if Employee terminates
employment voluntarily without Good Reason, Employee shall not be entitled to
receive any Incentive Compensation for the fiscal year during which termination
occurs.
f. Upon
termination of Employee's employment for any reason, Employee will submit, if
requested by Company, an appropriate resignation of any position (e.g., as a director of an
outside company, including the offices included in this Agreement) for which
Employee has been appointed in connection with employment by
Company.
g. Notwithstanding
anything to the contrary in this Agreement or in that certain Agreement and Plan
of Merger by and among CarePayment Technologies, Inc., CPYT Acquisition Corp.,
and Vitality Financial, Inc. and its stockholders, dated on or about the date
hereof (the "Merger
Agreement"), the Non Compete Period (as defined in Section 5.7(a) of the
Merger Agreement) and the effectiveness of Employee's covenants and obligations
under Section
15 of this Agreement shall continue only through the period which
Employee is receiving any remuneration from Company, including Base Salary
continuation payments pursuant to Section
12.
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Agreement (Chen)
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10. Appointed
Positions. Upon Company's request at any time, Employee will
submit an appropriate resignation of any position (e.g., as a director
of an outside company but excluding the offices included in this Agreement) for
which Employee has been appointed with employment by Company.
11. Surrender of
Records. Employee agrees that on termination of employment for
any cause whatsoever Employee will surrender to Company in good condition any
records, including physical and electronic data, kept by him containing
information with regard to the business of Company and its Affiliates, as well
as other records belonging to Company. Employee will also return any
keys, equipments, identification or credit cards, or other property belonging to
Company or its Affiliates. For purposes of this Agreement, the term
"Affiliate"
means any entity currently existing or subsequently organized or formed that
directly or indirectly controls, is controlled by or is under common control
with Company, whether through ownership of voting securities, by contract or
otherwise.
12. Garden
Leave. Upon termination of Employee's employment for any
reason, Company may require that Employee take a period of "garden leave" which
is to run from the effective date of termination (and to commence
contemporaneously with any applicable non-competition or non-solicitation
periods). The period of garden leave shall be six (6) months or such
lesser period as is agreed by Employee and Company. During the garden
leave period, Employee will continue to receive his Base Salary payments and
health insurance benefits, but Employee is prohibited from commencing employment
with a new company until the garden leave period has expired. If
Employee is receiving garden leave payments and benefits under this Section,
post-termination salary continuation payments or benefits will be additionally
due for that period of time under the provisions of Sections 9(b) or
9(c) above, it
being the intent that Employee has the rights to both sets of such payments if
applicable.
13. Disclosure of
Information. Employee acknowledges that (i) Company has
developed and will develop a valuable and extensive trade of its products and
product lines; (ii) the methods of doing business, business connections,
business plans, marketing and sales strategy, lists of clients and prospective
clients and relationships with business partners and advisers, lenders and
financing sources of Company and its Affiliates are valuable, special and unique
assets which have been and will be established and maintained at great expense;
(iii) by virtue of his employment, Employee will become familiar with the
manner, methods, trade secrets and sensitive, confidential and proprietary
information pertaining to the businesses conducted by Company and its
Affiliates, including sales volume and strategy, pricing, business plans,
budgets, plans for future products, client data, information relating to
relationships between Company and other entities (including licenses and other
contracts, sales and marketing information and strategy, number and location of
sales representatives, and names and lists of Company's clients, prospective
clients, business partners and advisers, lenders and financing sources); and
(iv) by virtue of such employment, Employee will become personally acquainted
with the clients, prospective clients, business partners and advisers, lenders,
financing sources, and other trade secrets and confidential and proprietary
information of Company and its Affiliates. Employee will not, during
or after the Term, either use or disclose any Company trade secrets or
confidential and proprietary information, including any lists or information, or
any part thereof, to any person or entity for any reason or purpose
whatsoever. In the event of a breach or a threatened breach by
Employee of the provisions of this Section 13, Company
shall be entitled to seek an injunction, without requirement of bond or other
security, restraining Employee from disclosing, in whole or in part, the trade
secrets and confidential information of Company or its Affiliates, or from
rendering any services to any person or entity to whom disclosure has been
made. Nothing herein shall be construed as prohibiting Company from
pursing any other remedies available to Company for such breach or threatened
breach, including the recovery of damages from Employee. In
construing and applying this Agreement, confidential lists and information shall
include both written information, information in electronic form, information
retained in Employee's memory, with confidential or proprietary information of
third parties that Company is required to keep confidential. The
parties further acknowledge that the confidential information referred to in
this paragraph pertains to information and knowledge acquired by Employee as a
result of his employment with Company. This provision shall survive
the termination of this Agreement.
Employment
Agreement (Chen)
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14. Nonsolicitation. Due
to Employee's access to Company's trade secrets and competitively sensitive and
confidential business information as set forth above, as additional
consideration for Company's employment of Employee and as a condition of such
employment by Company, Employee expressly covenants that:
a. Nonsolicitation. Employee
agrees that during employment with Company and for a period of twenty-four (24)
months following termination of employment by Company for any reason, Employee
will not directly or indirectly either individually, or as a principal, partner,
broker, sales representative, agent, employee, employer, consultant,
shareholder, joint venturer, or investor, or as a director or officer of any
corporation or association, or in any other manner or capacity whatsoever (i)
induce or attempt to induce, or cause any employee, officer or director of
Company or any of its Affiliates to leave the employ of Company or any of its
Affiliates, or in any way materially interfere with the relationship between
Company or any of its Affiliates, on the one hand, and any such employee,
officer or director, on the other hand, or (ii) induce, or attempt to induce,
any customer, salesperson, distributor, supplier, vendor, manufacturer,
representative, agent, jobber, licensee or other person transacting business
with Company or any of its Affiliates to reduce or cease doing business with
Company or any of its Affiliates, or in any way to interfere with the
relationship between any such customer, salesperson, distributor, supplier,
vendor, manufacturer, representative, agent, jobber, licensee or business
relation, on the one hand, and Company or any of its Affiliates, on the other
hand.
b. Remedies. Employee
acknowledges and agrees that breach of any provisions of this Section 14 may cause
Company or its Affiliates to suffer harm that cannot be adequately compensated
by money damages; therefore, it is agreed that, in the event Employee breaches
or it appears that Employee may breach any provision of this Section 14, Company
or its Affiliates shall be entitled to seek injunctive relief (including
obtaining a temporary restraining order or a decree of specific
performance). In addition, Company or its Affiliates may seek
whatever and all other relief that it may be entitled to at law or in
equity. Employee agrees that duration of time restrictions under this
Section shall be extended by the duration of any period during which Employee is
in violation or breach of any provision of this Section.
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Agreement (Chen)
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c. Nature of
Business. Employee acknowledges and agrees that the terms of
Employee's employment with Company include personal contact with clients,
business partners, lenders and financing sources, knowledge of client and
financing requirements related to Company's business, and knowledge of trade
secrets and other proprietary information of Company and its
Affiliates. Employee stipulates and agrees that the nonsolicitation
provisions herein are reasonable because of the nature of the business of
Company and its Affiliates which entails competitors who can effectively compete
with Company and its Affiliates regardless of geographical location within the
United States. Employee acknowledges that these restrictions are a
condition of employment and that Employee was given notice of these restrictions
at least two (2) weeks before the initial employment of Employee.
d. Separability. It
is not intended that these covenants unreasonably restrain Employee, either as
to geographic area or as to time. In the event any arbitrator or
court of competent jurisdiction should construe any covenant herein as unfair,
unreasonable or excessive, it shall deem the covenant applicable only for such
time and over such geographic area as in the court's view serves to reasonably
protect and promote the lawful interest of company and its Affiliates and to
render the covenant valid and enforceable.
e. Survival. This
Section 14
shall survive the termination of this Agreement.
15. Non-Interference and
Non-Disparagement. During the Term and for a period of
twenty-four (24) months after, Employee may not interfere with business
relationships between Company or its Affiliates and any of their respective
clients, customers, business partners or advisers, lenders or financing
sources. During the Term and at all times thereafter, neither
Employee nor Company may disparage the other or its Affiliates in any
way.
16. Work Made for
Hire. All techniques, processes, products, manuals, documents,
materials, ideas and confidential information developed by Employee while
employed by Company shall be considered work made for hire and shall, unless
specifically otherwise agreed upon in writing by Company prior to such
development, become the sole and exclusive property of Company. This
Section 16
shall not apply to any developments made by Employee if Employee made such
developments outside of normal business hours of Company without using any
confidential or proprietary information of Company, and such developments do not
relate to the primary business of the Company at the time of their
development.
17. Disclosure. Employee
agrees to reveal the terms of this Agreement relating to nonsolicitation to any
future employer or potential employer of Employee who has made an offer of
employment to Employee and authorizes Company, at its election, to make such
disclosure.
18. Notice. Any
notice permitted or required to be given under this Agreement shall be in
writing and be deemed given upon the date of personal delivery (including
delivery by courier) or upon deposit in the United States mail, postage fully
prepaid, certified and return receipt requested, addressed to the parties at the
following addresses:
Employment
Agreement (Chen)
Page 7 of
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If
to Company:
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CP
Technologies LLC
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0000
Xxxxxxx Xxxx, Xxxxx 000
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Xxxx
Xxxxxx, XX 00000
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Attention:
Chief Executive Officer
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with
a copy to
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(which
will not
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constitute
notice):
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Xxxxxx
Xxxx LLP
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1600
Pioneer Tower
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000
XX Xxxxx Xxxxxx
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Xxxxxxxx,
XX 00000
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Attention:
Xxxx X. Xxxxxx
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If
to Employee:
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Xxxxxxxxxxx
Xxxx
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0000
Xxxxxxx Xxxxxx, Xxx. 000
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Xxx
Xxxxxxxxx, XX 00000
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Refusal
of delivery shall constitute receipt of delivery. Any party may
change the address to which notice shall be sent by giving written notice of a
change in address in accordance herewith.
19. Waiver. The
waiver of a breach of any provision of this Agreement shall not be construed as
a waiver of any subsequent or other breach.
20. Assignment. Employee
acknowledges that the services to be rendered by Employee are unique and
personal. Accordingly, Employee may not assign any of his rights nor
delegate any of his duties or obligations under this Agreement without the prior
written consent of Company.
21. Third Party
Beneficiaries. Affiliates of Company are and shall be third
party beneficiaries of this Agreement.
22. Binding
Effect. This Agreement shall be binding upon and enforceable
by the parties and their respective successors, heirs and assigns.
23. Arbitration. Except
for suits or actions seeking injunctive relief or specific performance, any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Portland, Oregon (or elsewhere if the
parties agree) before a single arbitrator and administered by the Arbitration
Service of Portland, Inc. in accordance with its commercial arbitration
rules. Each party agrees not to bring any action or proceeding
arising out of relating to this Agreement in any other forum. Each of
the parties waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety or other security
that might be required of any other party with respect thereto. Any
party may make service on any other party by sending or delivering a copy of the
process to the party to be served at the address and in the manner provided for
the giving of notices as set forth above. Nothing in this Section,
however, shall affect the right of any party to serve legal process in any other
manner permitted by law or at equity. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. Company shall
pay all costs associated with arbitration fees required by Oregon
law. If any suit or action is instituted to enforce or interpret any
provision of this Agreement, the prevailing party shall be entitled to recover
from the party not prevailing, in addition to other relief that may be provided
by law, an amount determined reasonable as attorney fees at trial and on any
appeal of such suit or action.
Employment
Agreement (Chen)
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24. WAIVER OF JURY
TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF
THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO
CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY
JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS
AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
25. Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Oregon, without reference to its conflicts of laws
provisions. Any suit, action or arbitration instituted in connection
with this Agreement shall be filed or heard in Portland, Oregon.
26. Entire
Agreement. This instrument and the exhibit attached hereto
contain the entire agreement of the parties as to the subject matter hereof and
supersede all prior communications, representations or agreements, oral or
written, between the parties.
27. Modification;
Interpretation. No modification, amendment or variation of the
terms and conditions of this Agreement shall be valid unless it is in writing
and signed by all parties. As used in this Agreement, the words
"include" and "including" and variations thereof shall not be deemed to be terms
of limitation, but rather shall be deemed to be followed by the words "without
limitation." The words "will" and "shall" have the same
meaning.
28. Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. Fax or pdf signatures shall be valid for all purposes of
this Agreement.
29. No Conflicting
Obligations. Employee represents and warrants that Employee
has the full right to enter into this Agreement and perform the Employee's
obligations hereunder and that Employee is not currently under, nor will
Employee enter into during the Term, any legal obligations with any third party
that conflict with Employee's obligations hereunder.
30. Employment At
Will. Employee acknowledges that Employee's employment is
voluntary and of indefinite duration and that either Company or Employee will be
free to terminate Employee's employment relationship with Company at any time,
with or without cause. Employee also acknowledges that any
representations to the contrary, whether written, verbal or implied by any
Company conduct or practice, are unauthorized and void, unless contained in a
formal written employment agreement signed by Employee and approved by
Company.
Employment
Agreement (Chen)
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31. Acknowledgment of
Agreement. Employee acknowledges that Employee has read and
understood this Agreement and agrees that its terms are necessary for the
reasonable and proper protection of Company's business. Employee
acknowledges that Employee has been advised by Company that Employee is entitled
to have this Agreement reviewed by an attorney selected by Employee, at
Employee's expense, prior to signing this Agreement and that Employee has either
done so or elected to forego that right.
[Signature
page follows]
Employment
Agreement (Chen)
Page 10
of 13
The
parties have executed this Employment Agreement as of the day and year first
written above.
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COMPANY
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EMPLOYEE
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CP
TECHNOLOGIES LLC
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By:
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its
Manager
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By
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/s/ Xxxxx X. Xxxxx |
/s/
Xxxxxxxxxxx Xxxx
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Xxxxx
X. Xxxxx, President & CEO
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Xxxxxxxxxxx
Xxxx
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Employment
Agreement
Signature
Page
Exhibit
1
Compensation and
Benefits
1. Base
Salary. As base compensation for the services rendered,
Employee shall be paid at the rate of $250,000 per year (the "Base
Salary"). Company will periodically review Employee's Base
Salary and, at Company's option, approve increases in the Base Salary if
warranted after consideration of the nature, quality and level of services
performed by Employee. The Base Salary will be paid in equal
installments in accordance with Company's normal payroll practices, subject to
appropriate deductions and withholding.
2. Incentive
Compensation. In addition to
the Base Salary set forth above, Employee shall be eligible to receive
discretionary incentive compensation each year based upon the results of
financial operations of Company and achieving individual performance objectives
as established for each year by the Compensation Committee designated by the
Board. The parameters of incentive compensation and target
compensation levels for any fiscal year will be reviewed and/or modified by the
Compensation Committee at the beginning of such fiscal
year. Incentive compensation will normally be paid within ninety (90)
days after the end of Company's fiscal year or at such other time as is
determined by the Board.
3. Options in CarePayment
Technologies, Inc. CarePayment Technologies, Inc., an Oregon
corporation ("Parent"), owns
approximately 99% of the membership interests of Company. Parent
shall, effective concurrently with the execution hereof, grant Employee
nonstatutory options to purchase 55,460 shares of the Class A Common Stock of
Parent with a term of ten (10) years, at an exercise price equal to $0.14 per
share, the fair market value of a share of such Class A Common Stock on the date
of grant, and vesting over three (3) years. Such options will fully
vest and be exercisable on a Control Transfer.
4. Other
Benefits. Company shall provide Employee with the following
additional benefits (subject to Employee meeting eligibility requirements of any
particular benefit plan):
(a) Company
shall provide Employee, at Employee's option, with medical health insurance for
Employee and Employee's immediate family members, including group dental and
other coverages provided under Company's plans for employees
generally.
(b) Company
shall reimburse Employee in accordance with Company's policies and procedures
for reasonable business travel and other expenses necessarily incurred in the
performance of Employee's duties. Such expenses shall be
substantiated in the manner required by Company, including providing appropriate
receipts and vouchers indicating the specific business purpose for each such
expenditure.
(c) Employee
will be entitled to the paid holidays and other paid leave set forth in
Company's policies.
Employment
Agreement
Exhibit
1
(d) Company
shall maintain a qualified 401(k) plan for the benefit of Employee and other
employees which may provide for matching contributions, in accordance with plan
rules.
(e) Company
shall provide Employee with such other fringe benefits as it generally makes
available to its employees, and such other items of compensation as may be
agreed to in writing by Employee and Company from time to time.
Employment
Agreement
Exhibit
1
