EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of March 29, 1999, by and between Robocom
Systems International Inc., a New York corporation (the "Company"), and Xxxxx
Xxxxx (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Employee as President and Chief
Executive Officer and wishes to acquire and be assured of Employee's continued
services on the terms and conditions hereinafter set forth;
WHEREAS, the Employee desires to be employed by the Company as President
and Chief Executive Officer and to perform and to serve the Company on the terms
and conditions hereinafter set forth; and
NOW THEREFORE, in consideration of the mutual terms, covenants, agreements
and conditions hereinafter set forth, the Company and the Employee hereby agree
as follows:
1. Employment. The Company hereby employs the Employee to serve as a full
time employee of the Company, and the Employee hereby accepts such employment
with the Company, for the period set forth in Section 2 hereof. The Employee's
principal place of employment shall be at the Company's offices in Massapequa,
New York, or at such other location as shall be mutually acceptable to the
Employee and the Company.
2. Term.
(a) Unless earlier terminated as provided in this Agreement, the
term of the Employee's employment under this Agreement shall be for a period
beginning on the date hereof and ending on March 31, 2002 (such period or, if
the Employee's employment hereunder is earlier terminated, such shorter period,
or if Employee's employment is extended under paragraph (b) below, such longer
period, being hereinafter called the "Employment Term").
(b) The term of this Agreement shall automatically be extended for
an additional one-year period on April 1, 2002 and on each April 1 thereafter
unless, not later than the October 30 immediately preceding such February 1, the
Company shall have given notice that it does not wish to extend this Agreement
or Employee shall have notified the Company that he wishes to leave the employ
of the Company on the expiration date of the then current term of this
Agreement.
3. Duties and Authority.
(a) Duties. The Employee shall be employed as President and Chief
Executive Officer of the Company, and shall perform such duties at such times
and places and in such manner as the Board of Directors of the Company may from
time to time reasonably direct or such other duties appropriate to a senior
executive managerial position as the Board of Directors shall from time to time
determine. Except as otherwise may be approved in advance by the Board of
Directors of the Company, and except during vacation periods, disability periods
pursuant to Section 7(a)(iii) and reasonable periods of absence due to sickness,
personal injury or other disability, the Employee shall devote Employee's full
time throughout the Employment Term to the services required of Employee
hereunder. Except as otherwise provided in Section 3(d) below, the Employee
shall render Employee's services exclusively to the Company during the
Employment Term and shall use Employee's best efforts, judgment and energy to
improve and advance the business and interests of the Company in a manner
consistent with the duties of Employee's position.
(b) Authority. The Employee shall have all the usual and necessary
authority, duties and responsibilities of a President and Chief Executive
Officer, in the operation of the Company's business, including but not limited
to responsibility for administrative, operations, marketing, production and
business development matters. The Employee shall report directly to the Board of
Directors of the Company at all times during the Employment Term.
(c) Board Membership. The Company will use its best efforts to cause
the Board of Directors to nominate the Employee for election as a management
nominee of the Board of Directors of the Company as long as Employee is employed
by the Company.
(d) Outside Activities. The Company agrees that the Employee has
various investments and business and not for profit interests which he may
pursue if such pursuits do not materially interfere with his duties hereunder.
Further, provided such activities are not in conflict or in competition with the
Company's interests, and the Company's trade secrets are not jeopardized in any
manner, and the time and energy the Employee devotes to such activities do not
significantly impair his ability to act satisfactorily as Employer's President
and Chief Executive Officer, the Employee shall be permitted to act in such
other capacities outside his employment with the Company as may be agreed from
time to time between the Board of Directors and the Employee.
4. Salary and Stock Options.
(a) Salary. In consideration for the services of the Employee
rendered to the Company hereunder, the Company shall pay the Employee a base
salary at an annual rate of $250,000 during the Employment Term, payable in
regular intervals in accordance with the Company's payroll practices. The
Employee's base salary shall be increased annually by 5% and also in accordance
with Section 4(c) below.
(b) Stock Options. On April 1, 1999, the Company will grant to the
Employee, pursuant to and subject to the terms of the Company's 1997 Stock
Option and Long-Term Incentive Compensation Plan (the "Option Plan") and an
option grant agreement, incentive stock options to purchase 50,000 of shares
common stock, $.01 par value ("Common Stock"), at an exercise price equal to
100% of the Fair Market Value (as defined in the Option Plan) of the Common
Stock as of the date of grant (the "Exercise Price"). Subject to Section 9 of
this Agreement, such options shall vest over a three year period in equal
increments on each anniversary of the date of grant and shall expire on the
fifth anniversary of the date of grant.
(c) Incentives. In addition to the salary and options referred to in
Section 4(a) and (b), respectively, Employee shall be entitled to (i) annual
salary increases, and (ii) an option to purchase 90,000 shares of Common Stock
at the Exercise Price ("Incentive Options") to be issued on the date hereof and
subject to the three-year vesting schedule below as such options are earned. The
salary increases and option vesting with respect to each of (i) and (ii) above
shall be based upon the Company's net profit before taxes determined in
accordance with generally accepted accounting principles consistent with past
practices ("Net Profit") for the four fiscal quarters ending with the quarter
ending May 31 as set forth below:
4 fiscal quarters 4 fiscal quarters 4 fiscal quarters
ending ending ending
May 31, 2000 May 31, 2001 May 31, 2002
------------ ------------ ------------
Option Salary Option Salary Option Salary
NET PROFIT Vesting Increase Vesting Increase Vesting Increase
---------- ------- -------- ------- -------- ------- --------
$0
to 3,000 0 0 0 0 0
$499,999
$500,000
to 10,000 5% 5,000 0 5,000 0
$999,999
$1,000,000
to 20,000 5% 20,000 0 20,000 0
$1,500,000
Above
$1,500,000 30,000 5% 30,000 5% 30,000 5%
All Incentive Options shall be issued pursuant to the Option Plan and an option
grant agreement and shall expire on the fifth anniversary of the date of grant.
Any portion of the Incentive Options which do not vest in accordance with the
above schedule shall terminate and be null and void. For example, if Net Profit
is $750,000 for the four fiscal quarters ending May 31, 2000, 10,000
options of the 90,000 granted shall vest and 20,000 options shall terminate.
Notwithstanding the above, if the full 90,000 options granted to Employee have
not vested by May 31, 2002, Employee shall be entitled, and such options shall
immediately vest, to (i) 60,000 options less the number previously vested if Net
Profit is between $3,000,000 and $4,500,000 for the 12 fiscal quarters ended May
31, 2002, or (ii) 90,000 options less the number previously vested if Net Profit
is in excess of $4,500,000 for the 12 fiscal quarters ended May 31, 2002.
(d) Withholding, Etc. The payment of any amounts hereunder shall be
subject to income tax, social security and other applicable withholdings, as
well as such deductions as may be required under the Company's employee benefit
plans.
5. Benefits.
(a) During the Employment Term, the Employee shall be:
(i) eligible to participate in all employee fringe benefits
and any pension and/or profit sharing plans that may be provided by the
Company for its key executive employees in accordance with the provisions
of any such plans, as the same may be in effect on and after the date
hereof;
(ii) eligible to participate in any medical and health plans
or other employee welfare benefit plans that may be provided by the
Company for its key executive employees in accordance with the provisions
of any such plans, as the same may be in effect on and after the date
hereof;
(iii) entitled to annual paid vacation in accordance with the
Company policy that may be applicable on and after the date hereof to key
executive employees;
(iv) entitled to sick leave, sick pay and disability benefits
in accordance with any Company policy that may be applicable on and after
the date hereof to key executive employees; and
(v) entitled to reimbursement for all reasonable and necessary
out-of-pocket business expenses incurred by the Employee in the
performance of Employee's duties hereunder in accordance with the
Company's policies applicable (on and after the date hereof) thereto.
(b) The Company acknowledges and agrees that, to fulfill his duties
hereunder, the Employee will need, and the Company will provide the Employee
with, the use of an automobile of Employee's choice for business use at the
headquarters of the Company in Massapequa, New York. The Employee will be given
a monthly automobile allowance of $1,200 which shall be used to pay all costs
attributable to that automobile, including leasing fees and the costs of repair,
servicing and insurance. The Company will pay for fuel and oil for the
automobile.
6. Inventions and Confidential Information. The Employee hereby covenants,
agrees and acknowledges as follows:
(a) The Company is engaged in a continuous program of research,
design, development, production, marketing and servicing with respect to its
business.
(b) The Employee's employment hereunder creates a relationship of
confidence and trust between the Employee and the Company with respect to
certain information pertaining to the business of the Company and its Affiliates
(as hereinafter defined) or pertaining to the business of any client or customer
of the Company or its Affiliates which may be made known to the Employee by the
Company or any of its Affiliates or by any client or customer of the Company or
any of its Affiliates or learned by the Employee during the period of Employee's
employment by the Company.
(c) The Company possesses and will continue to possess information
that has been created, discovered or developed by, or otherwise become known to
it (including, without limitation, information created, discovered or developed
by, or made known to, the Employee during the period of Employee's employment or
arising out of Employee's employment) or in which property rights have been or
may be assigned or otherwise conveyed to the Company, which information has
commercial value in the business in which the Company is engaged and is treated
by the Company as confidential.
(d) Any and all inventions, products, discoveries, improvements,
processes, manufacturing, marketing and services methods or techniques,
formulae, designs, styles, specifications, data bases, computer programs
(whether in source code or object code), know-how, strategies and data, whether
or not patentable or registrable under copyright or similar statutes, made,
developed or created by the Employee (whether at the request or suggestion of
the Company, any of its Affiliates, or otherwise, whether alone or in
conjunction with others, and whether during regular hours of work or otherwise)
during the period of Employee's employment by the Company which may pertain to
the business, products, or processes of the Company or any of its Affiliates
(collectively hereinafter referred to as "Inventions"), will be promptly and
fully disclosed by the Employee to an appropriate executive officer of the
Company (other than the Employee) without any additional compensation therefor,
all papers, drawings, models, data, documents and other material pertaining to
or in any way relating to any Inventions made, developed or created by Employee
as aforesaid. For the purposes of this Agreement, the term "Affiliate" or
"Affiliates" shall mean any person, corporation or other entity directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company. For the purposes of this definition, "control" when
used with respect to any person, corporation or other entity means the power to
direct the management and policies of such person or entity, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
(e) The Employee will keep confidential and will hold for the
Company's sole benefit any Invention which is to be the exclusive property of
the Company under this Section 6 for which no patent, copyright, trademark or
other right or protection is issued.
(f) The Employee also agrees that the Employee will not without the
prior approval of the Board of Directors of the Company (i) use for Employee's
benefit or disclose at any time during Employee's employment by the Company, or
thereafter, except to the extent required by the performance by Employee of
Employee's duties as an employee of the Company, any information obtained or
developed by Employee while in the employ of the Company with respect to any
Inventions or with respect to any customers, clients, suppliers, products,
employees, financial affairs, or methods of design, distribution, marketing,
service, procurement or manufacture of the Company or any of its Affiliates, or
any confidential matter, except information which at the time is generally known
to the public other than as a result of disclosure by Employee not permitted
hereunder, or (ii) take with Employee upon leaving the employ of the Company any
document or paper relating to any of the foregoing or any physical property of
the Company or any of its Affiliates.
(g) The Employee acknowledges and agrees that a remedy at law for
any breach or threatened breach of the provisions of this Section 6 would be
inadequate and, therefore, agrees that the Company and its Affiliates shall be
entitled to injunctive relief in addition to any other available rights and
remedies in case of any such breach or threatened breach; provided, however,
that nothing contained herein shall be construed as prohibiting the Company or
any of its Affiliates from pursuing any other rights and remedies available for
any such breach or threatened breach.
(h) The Employee agrees that upon termination of Employee's
employment by the Company for any reason, the Employee shall forthwith return to
the Company all documents and other property in Employee's possession belonging
to the Company or any of its Affiliates.
(i) Without limiting the generality of Section 9 hereof, the
Employee hereby expressly agrees that the foregoing provisions of this Section 6
shall be binding upon the Employee's heirs, successors and legal
representatives.
7. Termination. (a) The Employee's employment hereunder shall be
terminated upon the occurrence of any of the following:
(i) death of the Employee;
(ii) termination of the Employee's employment hereunder by the
Employee at any time for any reason whatsoever (including, without
limitation, resignation or retirement) other than for "good reason" as
contemplated by clause (v)(B) below;
(iii) termination of the Employee's employment hereunder by
the Company because of the Employee's inability to perform Employee's
duties on
account of disability or incapacity for a period of one hundred eighty
(180) or more days, whether or not consecutive, occurring within any
period of twelve (12) consecutive months;
(iv) termination of the Employee's employment hereunder by the
Company at any time for "cause" (as hereinafter defined), such termination
to take effect immediately upon written notice from the Company to the
Employee; and
(v) termination of the Employee's employment hereunder (A) by
the Company at any time, other than termination by reason of disability or
incapacity as contemplated by clause (iii) above or termination by the
Company for "cause" as contemplated by clause (iv) above and (B) by the
Employee for "good reason" (as hereinafter defined).
The following actions, failures or events shall constitute "cause"
for termination for purposes of this Agreement: (1) conviction of having
committed a felony, (2) acts of dishonesty or moral turpitude which are
materially detrimental to the Company and/or its Affiliates, (3) failure by the
Employee to obey the reasonable and lawful orders of the Board of Directors of
the Company or (4) negligence by the Employee in the performance of, or willful
disregard by the Employee of, Employee's obligations hereunder; provided,
however, that the occurrence of any action, failure or event referred to in
clause (3) or (4) above shall not constitute "cause" until Employee shall have
been furnished notice of such action, failure or event and failed to cure such
action, failure or event within 30 days of his receipt of such notice.
The following actions, failures or events shall constitute "good
reason" for purposes of this Agreement: (1) a material breach by the Company of
its obligations under this Agreement, (2) a material diminution of the
Employee's responsibilities or authority hereunder, (3) the failure of the
Company or the Board of Directors to nominate the Employee for election at the
Company's Annual Meeting to serve as a director of the Company, or (4) the
Company relocates its principal office outside the New York metropolitan area
without Employee's consent.
(b) In the event that the Company has terminated the Employee's
employment without cause or the Employee has terminated his employment for "good
reason", then this Agreement shall nonetheless be deemed terminated, and (i) the
Employee shall not be entitled to any benefits under this Agreement other than
those which have accrued as of the termination date, except that the Company
shall pay the Employee his base salary under Section 4(a); provided, however, if
Employee terminates for "good reason" with less than six (6) months left under
his Employment Term, Employee shall receive his base salary for a six (6) month
period after termination, and (ii) the Employee shall be entitled to the
continuation of medical and health benefits through the term of this Agreement
comparable to those benefits furnished by the Company to the Employee on the
date of termination. The Company and the Employee agree that the payments made
pursuant to this Section 6(b) shall be paid to the Employee as consideration for
the non-competition provisions set forth in Section 8(a)(x) hereof and that if
the
Employee is no longer employed by the Company and the non-competition provisions
set forth in Section 8(a)(x) extend beyond the term of this Agreement, the
payments made pursuant to this Section 6(b) shall be paid to the Employee
through the date of termination of his agreement not to compete.
(c) Notwithstanding anything to the contrary expressed or implied
herein, except as required by applicable law and except as set forth in Section
6(b) above, the Company (and its Affiliates) shall not be obligated to make any
payments to the Employee or on Employee's behalf of whatever kind or nature by
reason of the Employee's cessation of employment (including, without limitation,
by reason of termination of the Employee's employment by the Company for
"cause"), other than (i) such amounts, if any, of Employee's salary and bonus as
shall have accrued and remained unpaid as of the date of said cessation and (ii)
such other amounts which may be then otherwise payable to the Employee from the
Company's benefits plans or reimbursement policies, if any.
(d) No interest shall accrue on or be paid with respect to any
portion of any payments hereunder.
8. Non-Competition.
(a) The term "Non-Compete Term" shall mean the period during which
Employee is employed hereunder and, in the event Employee's employment is
terminated for any reason, the one-year period following such termination.
During the Non-Compete Term:
(i) the Employee will not make any statement or perform any
act intended to advance an interest of any existing or prospective
competitor of the Company or any of its Affiliates in any way that will or
may injure an interest of the Company or any of its Affiliates in its
relationship and dealings with existing or potential customers or clients,
or solicit or encourage any other employee of the Company or any of its
Affiliates to do any act that is disloyal to the Company or any of its
Affiliates or inconsistent with the interest of the Company or any of its
Affiliate's interests or in violation of any provision of this Agreement;
(ii) the Employee will not discuss with any existing or
potential customers or clients of the Company or any of its Affiliates the
present or future availability of services or products of a business, if
the Employee has or expects to acquire a proprietary interest in such
business or is or expects to be an employee, officer or director of such
business, where such services or products are competitive with services or
products which the Company or any of its Affiliates provides;
(iii) the Employee will not directly or indirectly (as a
director, stockholder, officer, employee, manager, consultant, independent
contractor, advisor or otherwise) engage in competition with, or own any
interest in, perform any services for, participate in or be connected with
(i) any business or
organization which engages in competition with the Company or any of its
Affiliates in any geographical area where any business is presently
carried on by the Company or any of its Affiliates, or (ii) any business
or organization which engages in competition with the Company or any of
its Affiliates in any geographical area where any business shall be
hereafter, during the period of the Employee's employment by the Company,
carried on by the Company or any of its Affiliates, if such business is
then being carried on by the Company or any of its Affiliates in such
geographical area; and
(iv) the Employee will not directly or indirectly solicit for
employment, or advise or recommend to any other person that they employ or
solicit for employment, any employee of the Company or any of its
Affiliates; and
provided, however, that the provisions of this Section 8(a) shall not be deemed
to prohibit the Employee's ownership of not more than five percent (5%) of the
total shares of all classes of stock outstanding of any publicly held company.
(b) (i) For purposes of this Section 8, a person or entity
(including, without limitation, the Employee) shall be deemed to be a
competitor of the Company or any of its Affiliates, or a person or entity
(including, without limitation, the Employee) shall be deemed to be
engaging in competition with the Company or any of its Affiliates, only if
such person or entity in any way conducts, operates, carries out or
engages in the design, development, marketing, installation or support of
warehouse management systems or other computer integrated or turnkey
warehouse management systems in the United States or such other business
or businesses as the Company may in the future conduct in such
geographical area or areas as such business or businesses are conducted by
the Company.
(ii) The Employee further agrees that the limitations set
forth in this Section 8 (including, without limitation, any time or
territorial limitations) are reasonable and properly required for the
adequate protection of the businesses of the Company and its Affiliates.
It is understood and agreed that the covenants made by the Employee in
this Section 8 (and in Section 6 hereof) shall survive the expiration or
termination of this Agreement.
(iii) The Employee acknowledges and agrees that a remedy at
law for any breach or threatened breach of the provisions of this Section
8 would be inadequate and, therefore, agrees that the Company and any of
its Affiliates shall be entitled to injunctive relief in addition to any
other available rights and remedies in cases of any such breach or
threatened breach; provided, however, that nothing contained herein shall
be construed as prohibiting the Company or any of its Affiliates from
pursuing any other rights and remedies available for any such breach or
threatened breach.
9. Change in Control.
(a) In the event Employee's employment under this Agreement is
terminated on or following a Change in Control (as defined in Section 9(c)), the
Company shall pay to Employee and Employee shall be entitled to all the payments
and rights he would have had if Employee had terminated his employment for "good
reason" as set forth in Section 7(b). The aforesaid amount shall be paid to
Employee within thirty (30) days of the date of termination. In addition, the
maximum number of options granted pursuant to Section 4(b) hereof that have not
previously vested shall immediately vest as of the date of the Change of Control
regardless of the Company's Net Profit or the vesting schedule set forth in
Section 4(c). Neither the occurrence of a Change in Control, nor the vesting in
any options as a result thereof shall require Executive to exercise any options.
In the event of a conflict between any option grant agreement or plan and this
Agreement, the terms of this Agreement shall control.
(b) Excise Tax Gross Up. In addition, if it is determined by an
independent accountant mutually acceptable to the Company and Employee that as a
result of any payment in the nature of compensation made by the Company to (or
for the benefit of) Employee pursuant to this Agreement or otherwise, an excise
tax may be imposed on Employee pursuant to Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code"), the Company shall pay Employee in cash an
amount to provide Employee with a full tax gross-up under the provisions of this
Section, so that on a net after-tax basis, the result to Employee shall be the
same as if the excise tax under Section 4999 of the Code (or any successor
provisions) had not been imposed.
(c) Change in Control. For purposes of this Agreement "Change in
Control" shall mean that any of the following events has occurred: (A) any
"person" or "group" of persons, as such terms are used in Sections 13 and 14 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than
any employee benefit plan sponsored by the Company, becomes the "beneficial
owner", as such term is used in Section 13 of the Exchange Act, (irrespective of
any vesting or waiting periods) of Common Stock or any class of stock
convertible into Common Stock in an amount equal to forty (40%) percent or more
of the Common Stock (treating all classes of outstanding stock, units or other
securities convertible into stock units as if they were converted into Common
Stock) issued and outstanding immediately prior to such acquisition and
disregarding any equity raise in connection with the financing of such
transaction; (B) Common Stock in excess of forty (40%) percent is purchased
pursuant to a tender or exchange offer other than an offer by the Company; or
(C) the dissolution or liquidation of the Company or the consummation of any
merger or consolidation of the Company or any sale or other disposition of all
or substantially all of its assets, if the shareholders of the Company own
immediately after consummation of such transaction, equity securities possessing
less than fifty (50%) percent of the surviving or acquiring company.
(d) Except for any rights which Employee may have pursuant to this
Section 9, the Company shall have no further obligations hereunder following
such termination after a Change of Control.
10. Non-Assignability. Neither this Agreement nor any right or interest
hereunder shall be assignable by the Employee, Employee's beneficiaries, or
legal representatives without the Company's prior written consent; provided,
however, that nothing in this Section 10 shall preclude the Employee from
designating a beneficiary to receive any benefit payable hereunder upon
Employee's death or incapacity.
11. Binding Effect. Without limiting or diminishing the effect of Section
10 hereof, this Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, successors, legal representatives and
assigns.
12. Notice. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and either delivered in person or
sent by first class certified or registered mail, postage prepaid, if to the
Company, at the Company's principal place of business, and if to the Employee,
at Employee's home address set forth on the signature page hereto, or to such
other address or addresses as either party shall have designated in writing to
the other party hereto.
13. Severability. The Employee agrees that in the event that any court of
competent jurisdiction shall finally hold that any provision of Section 6 or 8
hereof is void or constitutes an unreasonable restriction against the Employee,
such provision shall not be rendered void but shall apply with respect to such
extent as such court may judicially determine constitutes a reasonable
restriction under the circumstances. If any part of this Agreement other than
Section 6 or 8 is held by a court of competent jurisdiction to be invalid,
illegible or incapable of being enforced in whole or in part by reason of any
rule of law or public policy, such part shall be deemed to be severed from the
remainder of this Agreement for the purpose only of the particular legal
proceedings in question and all other covenants and provisions of this Agreement
shall in every other respect continue in full force and effect and no covenant
or provision shall be deemed dependent upon any other covenant or provision.
14. Waiver. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.
15. Entire Agreement; Modifications. This Agreement constitutes the entire
and final expression of the agreement of the parties with respect to the subject
matter hereof and supersedes all prior agreements, oral and written, between the
parties hereto with respect to the subject matter hereof. This Agreement may be
modified or amended only by an instrument in writing signed by both parties
hereto.
16. Relevant Law. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of New York without regard to the
conflicts of law principles thereof.
17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[Signature Page to Follow]
IN WITNESS WHEREOF, the Company and the Employee have duly executed and
delivered this Agreement as of the day and year first above written.
ROBOCOM SYSTEMS INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: President
EMPLOYEE:
/s/ Xxxxx Xxxxx
----------------------------------------
XXXXX XXXXX
Address: 000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
