EMPLOYMENT AGREEMENT
This document constitutes an Employment Agreement (hereafter the "Agreement")
dated May 1, 1996 (hereafter "Date of this Agreement"), by and between Visual
Information Service Corp., and Illinois corporation (hereafter "Company"),
and XXXXX XXXXX (hereafter the "Employee").
INTRODUCTION
The Employee has extensive experience in business-development, marketing,
management and was, previously, a consultant to many leading corporations and,
prior to that, a senior executive at Commodore International.
Through the period of January 17, 1996 through May 1, 1996, the Employee was
a provisional employee to the Company and prepared the Company Business Plan
and performed all other assigned tasks in a fully satisfactory manner. The
Company wishes to secure the Employee's talents and services, and Employee
wishes to provide them to the Company.
This Employment Agreement incorporates and supersedes the initial Agreement
signed January 17, 1996.
Now therefore, in consideration of the mutual promises and agreements
contained herein, the parties agree as follows:
1. EMPLOYMENT AND TERM:
1.1 The terms of this Agreement shall be for two (2) years (hereinafter
"Term of this Agreement"), commencing on the Date of this Agreement.
Company hereby agrees to employ Employee, and Employee hereby accepts such
employment for the Term of this Agreement.
1.2 This Agreement may be terminated prior to the end of the Term of this
Agreement only as provided in the below Sections 6 and 7 of this Agreement.
2. PERFORMANCE AND SCOPE:
2.1 During the Term of this Agreement, unless otherwise mutually agreed to
in writing by Employee and Company, Employee agrees to devote his full time
and best efforts in the discharge of his duties on behalf of Company.
2.2 During the Term of this Agreement, Employee will, at a minimum, serve
as Vice President.
2.3 During the Term of this Agreement, Employee will report to the Chief
Executive Officer (CEO).
2.4 During the Term of this Agreement, Employee will be responsible for
all related operations of the company and other efforts relating to
fulfilling the Company's overall business mission. Employee shall perform
all such other duties as may be assigned to him by the CEO which are
consistent with Employee's stature, position and experience.
3. CASH & OTHER COMPENSATION
3.1 Effective as of the Date of this Agreement, Company shall provide
Employee with an initial base cash salary of sixty-five hundred U.S.
dollars ($6,500) per month. Payment will be made twice per month on the 1st
and 15th of each and every month during the Term of this Agreement. The
initial base cash salary will be effective for twelve (12) months.
3.2 Company has agreed to increase this base cash salary as Company
secures an additional round(s) of financing; with the additional financing,
the base salary will increase to ten thousand U.S. dollars ($10,000) per
month. At such time, payment will be made twice per month on the first
(1st) and fifteenth (15th) day of each and every month during the Term of
this Agreement.
3.3 Employee's base cash salary compensation level will be reviewed at
least annually during the Term of this Agreement and be increased at a rate
no less than five percent (5%) effective upon the first (1st) day of the
thirteenth (13th) and twenty-fifth (25th) months of employment, as measured
from the Date of this Agreement.
3.4 Employee will be entitled to participate in any Company cash, stock
incentive or bonus plans provided to Executives, Officers, or Directors of
the Company.
4. EQUITY INCENTIVES
4.1 In consideration for services to be provided by Employee during the
Term of this Agreement, Company will provide Employee with fully vested
common stock options at a par value of $0.625 per option on a fully diluted
basis (as defined in Section 5 below), as provided for in Sections 4.2, 4.3
and 4.4 below.
Note that Sections 6 and 7 below cover arrangements regarding stock option
incentives in event of early termination of Employee's services or this
Agreement.
4.2 Effective as of the Date of this Agreement, Company will initially
grant to Employee an incentive stock option (hereinafter "ISO") at a par
value of $0.625 per option on a fully diluted basis. This initial ISO grant
shall consist of an option to purchase two hundred and fifty thousand
(250,000) fully diluted shares of Company's common stock.
Vesting of this ISO shall be as follows:
- At Date of this Agreement: 25,000 shares
- At end of first year (January 30, 1997): 100,000 shares
- At end of second year (January 30, 1998): 125,000 shares
4.3 If in the case that Company is acquired or sold during the period of
the Term of this Agreement, any and all options will be fully vested at
time of such acquisition or sale.
4.4 The exercise period during which Employee may exercise his rights
regarding all ISOs granted to Employee under the Term of this Agreements
shall
extend for a minimum of 90 days after expiration or termination of
this Agreement, without regard to the reason for expiration or termination
of this agreement, except as my be otherwise noted in Sections 6.1 and 6.2
below.
5. TERMINATION
5.1 COMPANY TERMINATION FOR JUST CAUSE: The Company may only terminate
the employment of Employee for just cause limited only to nonperformance of
duties as defined in Section 2 (above) or for proven malfeasance.
If Employee is terminated for just cause, Employee will be compensated at
Employee's then-current rate of base cash compensation up to the date of
termination, plus accrued vacation or other vested benefits, if any, in
accordance with Company policy.
In the event of termination for just cause, Employee will have ninety (90)
days from the date of termination to exercise any vested stock options as of
the date of termination. Employee will not be entitled to any further
benefits under this Agreement following the date of termination.
5.2 COMPANY TERMINATION FOR OTHER THAN JUST CAUSE: If Company terminates
the employment of Employee for any reason other than just cause, Employee
will be entitled to the following:
5.2.1 Six (6) months current base cash salary and full benefits after
leaving Company's employment, provided the company continues to
operate as an independent entity;
No stock option exercise period;
5.3 EMPLOYEE VOLUNTARY TERMINATION: Employee may terminate his employment
at any time by providing one (1) month advance notice in writing. In the
event of voluntary termination, Employee will be entitled to the
compensation arrangements set forth in Section 5.1 (above), unless such
termination in connection with the relocation of the Company, the
acquisition or sale of the Company, or disability or death (see Sections
5.4, 5.5, and 7.3 below).
5.4 TERMINATION DUE TO COMPANY RELOCATION: If Company relocates the
facilities where Employee normally reports to work outside of a fifty (50)
mile driving distance from the Company offices as of the Date of this
Agreement, at any time during the Term of this Agreement, Employee may
elect to terminate employment and will be entitled to financial
compensation arrangements set forth in Section 5.1 and the stock
compensation set forth in Section 5.2 and 5.3. Section 5.2 has no such
compensation.
5.5 TERMINATION DUE TO DISABILITY OR DEATH: In the event of forced
termination of Employee's services under this Agreement due to disability
or death, Employee or Employee's estate will be entitled to the stock
compensation arrangement set forth in Sections 4.2 and 7.2. There is no
Section 7.2.
6. RELOCATION AND OTHER EXPENSES
6.1 During the Term of this Agreement, Employee will conduct all necessary
business activities from his current residence(s) in Xxx Xxxxxxxxx, XX,
xxx/xx
Xxx Xxxx, XX. Employee will make himself available for regular, periodic
visits to Company headquarters in Chicago, IL, as required by the Company.
6.2 If, during the Term of this Agreement, it becomes necessary for
Employee to relocate to Chicago, he will do so upon receipt of a written
request from the Company.
6.3 Company agrees to pay for all covered expenses required to move
Employee (and family that resides with employee, if necessary) from his
present residence in San Francisco to within a 50 mile radium of Company's
current offices in Chicago. Covered relocation expenses which will be paid
by Company are as follows:
6.3.1 Company shall pay all expenses necessary to professionally
move Employee's personal belongings from his present dwelling place
to dwelling place in Chicago, IL.
6.3.2 Company shall pay all expenses necessary to professionally
transport Employee from his present dwelling to a new dwelling in
Chicago; choice of transport shall be at Employee's discretion.
6.3.3 Upon arrival of Employee in Chicago, Company shall provide
Employee with temporary housing and all associated services, at
Company's expense, which shall be agreeable to Employee, for a period
of up to three (3) months. If necessary, Company shall pay for the
professional storage and handling of Employee's personal belongings
for a period of up to six (6) months.
6.3.4 Providing that Employee shall purchase a home, cooperative or
condominium dwelling within a fifty (50) mile radius of Company's current
offices in Chicago within one (1) year from the date of relocation,
Company shall pay for up to ten thousand dollars ($10,000) of Employee's
closing costs, loan origination fees, points, miscellaneous fees and the
like, associated with Employee's purchase of a dwelling.
7. NON-COMPETITION & CONFIDENTIAL INFORMATION:
Employee shall execute the Company's standard agreement regarding
non-competition and the protection of the Company's confidential
information which shall survive the termination of this Agreement for a
period of one (1) year.
8. ENTIRE AGREEMENT, AMENDMENT:
The Agreement constitutes the entire agreement between the parties
pertaining to the subject matter and supersedes all prior agreements,
representations and understandings of the parties hereto with respect to
the subject matter hereof. This Agreement may be supplemented, modified or
amended only by a written instrument executed by each of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
below written.
Effective Date : Jan. 7 1996 Effective Date: Jan 7, 1996
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/s/ Xxxxx Xxxxx /s/ Xxxxxxx X Xxxx
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Xxxxx Xxxxx Xxxxxxx Xxxx, CEO
000 Xxxxx Xxxxxx Visual Information Service Corp.
Xxx Xxxxxxxxx, XX, 00000 000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
