EXHIBIT 10.11
EMPLOYMENT AGREEMENT
This Agreement is made as of this 13th day of February, 1997, by and
between MICROGRAFX, INC., a Texas corporation, having a principal place of
business at 0000 Xxxxxxx, Xxxxxxxxxx, Xxxxx 00000, hereinafter referred to as
the "Employer" or "Corporation" and Xxxx Xxxxxxx, hereinafter referred to as
the "Executive" or "Employee."
NOW, THEREFORE, in connection with the employment and continued
employment between Executive and Employer, Employer agrees to provide
Executive with the compensation, benefits, and rights set forth herein, and,
Executive agrees to be employed by Employer, and to be bound by the covenants
contained herein, pursuant to the terms of this Employment Agreement,
effective as of the date above.
In consideration of the mutual promises and benefits to be received by
the Employer and Executive, the receipt and sufficiency of which consideration
is hereby acknowledged, the Employer and Executive hereby agree as follows:
ARTICLE I
PREVIOUS AGREEMENTS
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The parties acknowledge the existence of certain agreements which have
previously been entered into by and between Executive and Employer. This
Agreement shall be executed in lieu and in place of such agreements, so that
such previous agreements shall have no continuing force and effect, except to
the extent any such provisions are specifically stated to continue as set
forth herein. In the event of any conflict of such surviving provisions and
the terms of this Agreement, the terms of this Agreement shall control and
govern. Such preexisting agreements referred to are as follows:
1. Employment Agreement dated April 1, 1996, except for Articles II and
III therein which shall survive;
2. Executive Severance Agreement dated April 15, 1996, except for
paragraph 13 which shall survive;
3. Executive Severance Policy dated April 15, 1996; and
4. Letter Agreement dated November 27, 1996.
ARTICLE II
EMPLOYMENT
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A. TERM. Subject to the provisions hereof, the Employer agrees to employ
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Executive and Executive agrees to remain in the employment of the Employer for
a period of three (3) years from and after the date hereof. At least ninety
days (90) days prior to the end of the term set forth herein, the parties
shall consider a period of extension of such term in at least one year
increments.
B. PLACE OF EMPLOYMENT. The Employer and Executive agree that
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Executive shall perform all duties necessary to fulfill this Agreement from
the Employer's headquarters in the Dallas,
Texas area. The Employer shall not require Executive to relocate either his
residence or business address outside Dallas, Texas as a condition of
continued employment or to receive compensation for Executive's services as
contemplated by this Agreement.
C. RESTRICTION ON USE OF RIGHTS OR INFORMATION OF OTHERS. Executive
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understands that he is not expected or permitted to use any trade secrets or
confidential information belonging to any former employer or other person or
company and not now owned by Employer, and agrees that he will not use such
information in performing work for the Employer. Executive also confirms that
his work for the Employer will not violate any agreements that Executive has
with any former employer or other person or company.
D. COMPENSATION. Executive will be paid the following compensation
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during the term of this Agreement:
(a) a base compensation of $200,000 or more per year for each year of
employment, prorated for partial years;
(b) Executive will be entitled to participate in and will be subject
to the conditions of a bonus program established by Employer in
its reasonable discretion, consistent with terms incumbent on
other participants in the Plan, including conditions such as, but
not limited to, frequency of payment, and threshold targets or
conditions for payment. Executive shall be entitled, under the
program, to earn a bonus of 50% or more of Executive's base
salary by achieving the midpoint of targets specified in the
bonus program. The bonus may be exceeded or reduced based upon
actual performance in relation to the midpoint targets;
(c) Executive will be paid a one-time bonus in the amount of $25,000
within ten days of execution of this Agreement;
(d) the currently existing grant to Executive of the right to
purchase 40,000 shares of the Company's stock on April 26, 1996
shall be repriced so that such option shall continue to vest
ratably on each anniversary of the original date of grant over
the next four years with the exercise price of such option to be
as follows: (a) 20,000 of such options shall have an exercise
price equal to the closing price of the stock on February 12,
1997, that is $4.50; and (b) 20,000 of such stock options shall
have an exercise price equal to $6.00 per share. Other previous
grants of stock options and restricted stock other than this
specific grant shall not be affected or amended.
E. BOARD OF DIRECTORS. Employee shall be elected to the Company's Board
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of Directors on or about the time of execution of this Agreement. Employee
shall be nominated to serve as a director at the Company's next Annual Meeting
with Stockholders. Employee's service as a director shall be governed by the
Bylaws of the Company.
F. EMPLOYMENT BENEFITS. Executive will be covered by and eligible for
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all benefits of employment available to other Executives of the Employer, as
specified in the Employer's personnel policies, manuals and handbooks.
ARTICLE III
NONDISCLOSURE AND PROPRIETARY RIGHTS
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A. NONDISCLOSURE. Executive understands that he will have access to and
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will become familiar with various proprietary data and confidential
information, which may include, but not be limited to, computer software and
hardware, development and analytical tools, algorithms, flow charts, designs,
formulas, patterns, specifications, devices, inventions, processes, know-how
and compilations of information, financial information, records and customer
lists and requirements, which are owned by the Employer or which the Employer
may have in its possession, and some of which may be trade secrets of the
Employer (collectively the "Proprietary Information"). Executive agrees not
to disclose any of the Proprietary Information, directly or indirectly, nor
use the Proprietary Information in any way, either during the term of his
employment, or any time thereafter, except as may be required in the course of
his employment with the Employer or except for (i) information which is or
becomes generally available to the public other than as a result of a
disclosure by Executive, (ii) information which Executive reasonably can
demonstrate was known to Executive on a non-confidential basis prior to its
disclosure by Employer; or (iii) information which becomes available to
Executive on a non-confidential basis from a source other than Employer,
provided that such source is not subject to any prohibition against
transmitting such information.
B. PROPRIETARY RIGHTS. Executive agrees that he will promptly from time
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to time fully inform and disclose to the Employer all inventions, designs,
improvements, software, know-how, developments, processes, works and
discoveries created (collectively the "Intellectual Property") within the
reasonable scope of his employment by Employer, which he now has or may later
have during the term of this Agreement that relate to the actual or
anticipated business of the Employer or to any experimental work carried on by
the Employer, whether conceived by the Executive alone or with others and
whether or not conceived during regular working hours. All such Intellectual
Property will be the exclusive property of the Employer. Any works developed
by Executive will be considered a "work made for hire" under applicable
copyright law, and the Employer will have all ownership rights in such works.
Executive confirms and agrees that all Proprietary Information and
Intellectual Property heretofore conceived or developed, in whole or in part,
by him while employed or otherwise engaged by Employer, or heretofore conveyed
by him to Employer, shall be considered a "work made for hire" under
applicable copyright laws and Employer shall have all ownership rights in such
works. If any of such works, whether heretofore conceived and/or developed or
hereafter conceived and/or developed, are not considered a work made for hire,
then Executive agrees to assign to the Employer, for no additional
consideration other than the amounts paid to him as an Executive, all
ownership rights in such works. Executive agrees to assist the Employer in
obtaining patents on all such Intellectual Property that the Employer wishes
to patent, and copyright registrations on all Intellectual Property the
Employer seeks to copyright, and will execute all documents and do all things
necessary to obtain letters patent or copyright registration for the Employer,
and protect such rights against infringement by others.
All files, records, documents, drawings, materials software, equipment
and similar items relating to the business of the Employer, whether prepared
by Executive or otherwise coming into his possession, will remain the
exclusive property of the Employer and will not be removed from the premises
of the Employer under any circumstances without the prior written approval of
the Employer.
C. LICENSING INTELLECTUAL PROPERTY AND PAYMENT OF ROYALTIES. Executive
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agrees that the Employer may license others to use any of the Intellectual
Property conceived or developed by the Executive, and that his normal wages
received are sufficient consideration for the use and ownership of same by the
Employer. All questions as to whether, when, how, and to whom licenses will
be granted will be determined by the sole discretion of the Employer.
Executive shall be entitled to receive a royalty on each such license granted
by the Employer, in an amount, if any, solely within the employer's
discretion.
ARTICLE IV
RESTRICTIVE COVENANT
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Because Executive has had access to Proprietary Information and
Intellectual Property and will receive specialized training from the Employer,
Executive acknowledges that such information and training would provide an
unfair advantage if used to compete with the Employer. In order to avoid
this, Executive agrees that upon termination of his employment, whether by
termination of this Agreement, by wrongful discharge, or otherwise, Executive
shall not directly or indirectly, either as an individual or as a partner or
joint venturer, or as an employee or agent for any person, or as an officer,
director, or shareholder or otherwise, for a period of two (2) years after the
date of termination of his employment within any actual marketing area of the
Employer or any of its subsidiaries at the time of termination of Executive's
employment or any anticipated marketing areas that Executive is personally
aware of due to his duties and responsibilities at such time, enter into or
engage generally in competition with the Employer in the development or
marketing of personal computer software relating to graphical business
applications or development software that compete with the Employer's then
current products or products under development. "Actual marketing area" is
understood to mean where the Employer has a physical presence consisting of a
sales representative, office, authorized dealer, distributor, or authorized
training center, or where its products are being advertised at the time of
Executive's termination. Executive also agrees not to, directly or
indirectly, encourage any (a) supplier, distributor or customer to terminate
its relationship with the Employer and (b) other employee of the Employer to
terminate his/her employment with the Employer. Executive agrees that his
education, experience and abilities are such that he can obtain employment in
a noncompeting business, and that enforcement of this provision will not
prevent Executive from making a living.
ARTICLE V
CERTAIN EMPLOYMENT CONSIDERATIONS
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A. TERMINATION BY EXECUTIVE. If Employer should breach, fail to
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perform, or not observe, in any material way, any provision, condition or
agreement as required by this Agreement, and if such breach, nonperformance or
non-observance shall continue for a period of ten (10) business days after
notice thereof by Executive to Employer, Executive may thereafter terminate
this Agreement upon three (3) days written notice to Employer, at the address
provided herein or any subsequent address provided, however, the covenants
contained in Articles III and IV shall survive such termination.
B. TERMINATION BY EMPLOYER. Employer may terminate this Agreement at
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any time within three years from the date hereof, or within the term of this
Agreement, as extended, upon the occurrence of "cause", as hereinafter
defined, without further liability of Employer to Executive. The
covenants contained in Articles III and IV shall survive any such termination.
If, prior to the third anniversary of this Agreement, or within the term of
this Agreement, as extended, the Employer wrongfully terminates Executive,
without a finding of "cause", such termination shall be considered a breach of
this Agreement by Employer, and Executive shall be entitled to a payment equal
to one (1X) times the Executive's highest base annual salary rate with the
Corporation, and Employer shall bear no further liability hereunder to
Executive. Notwithstanding anything contained herein to the contrary, if such
termination shall occur in connection with a Change in Control as that term is
defined herein, Employee's rights shall be governed by the provisions of
Article VI.
C. TERMINATION FOR CAUSE For purposes of this Agreement, a termination
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of the Executive's employment for "cause" by the Corporation shall be defined
to mean:
(i) the Executive shall have committed an intentional material
act of fraud or dishonesty in connection with his or her
duties or in the course of his or her employment with the
Corporation, or other intentional act of fraud or dishonesty
which makes the Executive unsuitable for the performance of
his or her duties;
(ii) the Executive shall have committed intentional wrongful
material damage to property of the Corporation;
(iii) the Executive shall have committed an intentional wrongful
disclosure of material secret processes, or disclosed
material confidential information of the Corporation or
engaged in intentional wrongful competitive activity with the
Corporation;
(iv) the Executive shall have made a material misrepresentation to
any of the Corporation's Directors, officers, associates or
third parties in the performance of his or her duties;
(v) any intentional misapplication by Executive of the Employer's
funds, or any other act of dishonesty injurious to the
Employer committed by Executive; or
(vi) Executive's conviction of a crime involving moral turpitude;
(vii) Executive's breach, non-performance or non-observance shall
continue beyond a period of ten (10) business days
immediately after notice thereof by the Employer to
Executive; or
(viii) any other action by Executive involving willful and
deliberate malfeasance or gross negligence in the performance
of Executive's duties
provided, however, that in no event shall the death, disability or physical or
mental incapacity of Executive be deemed a cause for termination for purposes
of this Article V.
It is expressly acknowledged and agreed that the decision as to whether
"cause" exists for the Employer terminating the employment relationship is
delegated to the Board of Directors for determination. In reaching such
determination of cause the Board shall be required to act reasonably and
consistent with past Employer practices and applicable law. Upon reaching a
decision that "cause" exists for the termination of the employment
relationship, the Board of Directors may terminate the employment relationship
by giving written notice of such termination and the termination shall take
effect immediately.
ARTICLE VI
CHANGE IN CONTROL
A. This Article shall be effective immediately upon execution of this
Agreement; provided, however, the provisions herein shall not be operative and
shall not apply to any termination of employment, for any reason, unless and
until a Change in Control (as such term is defined below) has occurred. As
used in this Agreement, the term "Change in Control" shall mean any of the
following events shall have occurred:
(i) individuals who, as of the period of ninety (90) days before
the occurrence of a Change in Control constitute the Board of
Directors of the Employer, cease for any reason to constitute
at least a majority of the Employer's Board of directors;
(ii) the Employer is merged, or consolidated or reorganized into
or with another corporation or other legal person in any
transaction or series of related transactions (other than a
transaction to which only the Employer and one or more of its
subsidiaries are parties) and as a result of such merger,
consolidation or reorganization, less than 51% of the
combined voting power of the then outstanding voting
securities of the surviving entity or person immediately
after such transaction or series of related transactions, are
held in the aggregate by persons or entities who were holders
of voting securities of the Employer immediately prior to
such transaction;
(iii) the Employer sells all or substantially all of its assets to
any other corporation or other legal person in any sale or
series of related sales (other than a transaction to which
only the Employer and one or more of its subsidiaries are
parties);
(iv) the Employer's Board of Directors approves the distribution
to the Employer's shareholders of all or substantially all of
the Employer's net assets, or the Employer's Board of
Directors, shareholders or a court of competent jurisdiction
approves the dissolution or liquidation of the Employer;
(v) any other transactions or series of related transactions
occur which have substantially the same effect as the
transactions specified in any of the preceding clauses (other
than transactions to which only the Employer and one or more
of its subsidiaries are parties).
B. TERMINATION FOR GOOD REASON. For purposes of this Agreement,
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termination for "Good Reason" is defined as the Executive's resignation
(except in connection with his or her termination pursuant to Article V above)
following a Change in Control, caused by and within ninety (90) days of any of
the following:
(i) any duties are assigned to the Executive which are materially
inconsistent with the Executive's positions, duties and
status with the Corporation (other than as a result of any
promotion or advancement) immediately prior to the occurrence
of a Change in Control;
(ii) a reduction in the Executive's base salary as in effect
immediately prior to the occurrence of a Change in Control;
(iii) a reduction in the potential earnings of the Executive under
any performance based bonus plan of the Corporation in effect
immediately prior to the occurrence of a Change in Control;
(iv) the termination or the substantial reduction in scope or
value of the Executive's rights to any material Executive
benefit to which he or she had been previously entitled
immediately prior to the occurrence of a Change in Control,
without the replacement thereof with a substantially similar
benefit.
(v) the relocation of the Corporation's principal executive
offices to a location outside of the Dallas/Fort Worth, Texas
metropolitan area or the Executive's relocation to any place
other than the Dallas/Fort Worth, Texas metropolitan area,
except for required travel on the Corporation's business to
the extent deemed reasonably necessary by the Corporation's
Board of Directors' or
(vi) the failure of the Corporation to obtain the express
agreement to assume and to perform this Agreement by any
successor as contemplated by Article VI herein.
C. TERMINATION BY CORPORATION WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD
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REASON
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(i) If, during the two (2) year period following the occurrence
of a Change in Control, the Executive's employment with the
Corporation is terminated either
(a) by the Corporation for no reason or for any reason other
than for Cause as defined in Article V. C. herein; or
(b) by the Executive for Good Reason as defined in Article
VI. B. herein; or
(ii) If, during the thirty (30) day period before the occurrence
of a Change in Control, the Executive's employment with the
Corporation is terminated by the Corporation for no reason or
for any reason other than for Cause as defined in Article
V.C. herein;
then the Corporation shall pay to the Executive the Severance Pay (as such
term is defined in Section D below) owed to the Executive as a result of such
termination.
X. XXXXXXXXX PAY. For purposes of this Agreement, the term "Severance
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Pay" shall include all of the following:
(i) in the case of a termination of the Executive's employment
pursuant to Section B or C above, a lump sum in cash to be
paid by the Corporation on or before the Payment Date (as
such term is defined in Article VII.E., in an amount equal to
one and one-half times (1.5X) the Executive's highest base
annual salary rate with the Corporation;
(ii) to the extent not thereto paid or provided, any compensation
previously deferred by the Executive (together with any
accrued interest or earnings thereon) and any accrued
vacation pay; and
(iii) to the extent not thereto paid or provided, for a period of
twelve (12) months following the Payment Date, the Executive
shall be eligible for participation in and shall receive all
benefits under such benefit plans, practices, policies and
programs of the Corporation that provide medical, disability,
prescription, dental or life insurance coverage, with the
costs of such participation to be paid by the Corporation to
the same extent as prior to the Payment Date. In the event
that such continued participation is not allowed under the
terms and provisions of such plans or programs, then in lieu
thereof, the Corporation shall acquire individual insurance
policies providing comparable coverage for the Executive,
provided further that if any such individual coverage is
unavailable, the Corporation shall pay to the Executive on or
before the Payment Date, an amount equal to the contributions
that would have been paid by the Corporation for such
coverage on the Executive's behalf if the Executive had
remained in the Corporation's employ for an additional twelve
(12) month period following the Payment Date.
E. VESTING OF STOCK OPTIONS AND RESTRICTED STOCK AWARDS. Notwithstanding
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anything contained herein to the contrary, immediately upon
the occurrence of a Change in Control:
(a) all options to acquire the Corporation's Common Stock which
have previously been granted to the Executive and which have
not previously expired, shall immediately vest and become
exercisable
(b) all restrictions applicable to restricted stock awards of the
Corporation's Common Stock which have previously been granted
to the Executive and which have not previously expired, shall
immediately lapse and such awards shall become fully vested
and nonforfeitable, and on or before the Payment Date, at the
Executive's sole discretion, certificates representing shares
of the Corporation's Common Stock so awarded and vested shall
be issued to the Executive.
F. NO SEVERANCE PAY UPON TERMINATION FOR CAUSE, DEATH OR PERMANENT
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DISABILITY.
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If, during the two (2) year period following the occurrence of a Change
in Control, (i) the Executive's employment with the Corporation is terminated
for Cause pursuant to Article V.C., (ii) the Executive dies, (iii) the
Executive is permanently and totally disabled as defined in any long term
disability plan of the Corporation applicable to the Executive as in effect
immediately prior to the occurrence of a Change in Control, or (iv) the
Executive voluntarily terminates his or her employment with the Corporation in
circumstances in which Good Reason does not exist; then the Corporation shall
have no obligations to the Executive for Severance Pay pursuant to this
Agreement.
ARTICLE VII
GENERAL PROVISIONS
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A. ATTORNEYS' FEES AND COSTS. If any legal action is necessary to
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enforce or interpret the terms of this Agreement, the prevailing party will be
entitled to reasonable attorneys' fees, costs, and necessary disbursements in
addition to any other relief that a court may grant.
B. INJUNCTIVE RELIEF. Executive agrees that the remedy at law for any
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breach of this Agreement will be inadequate and that, in addition to any other
remedies it may have, the Employer will be entitled to temporary and permanent
injunctive relief to prevent the breach of this Agreement, without the
necessity or proving actual damages.
C. SURVIVABILITY. Neither the existence of any claim or cause of
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action of Executive against the Employer, whether based on this Agreement or
otherwise, nor the termination of Executive's employment for any reason, will
constitute a defense to the enforcement by the Employer of the covenants
herein.
D. SEVERABILITY. If any court rules that any part of this Agreement is
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unenforceable, such ruling will not affect the enforceability of the rest of
the Agreement. In addition, any term of any restricted covenant set forth in
Article III or Article IV of this Agreement regarding duration, geographic
scope type of work or other restriction will be deemed amended and modified to
the extent necessary to make such term valid and enforceable within that
jurisdiction.
E. PAYMENT DATE. For purposes of this Agreement, "Payment Date" shall
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mean twenty (20) days after the date on which a written notice of termination
is given by the party initiating such termination, in the form and manner
specified in Section J below.
F. SUCCESSORS AND BINDING AGREEMENT.
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(a) The Employer shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the
Employer, to assume and agree to perform this Agreement in the
same manner and to the same extent the Employer would be
required to perform this Agreement. This Agreement shall be
binding upon and inure to the benefit of the Employer and any
successor of or to the Employer, including, without limitation,
any persons acquiring directly or indirectly all or
substantially all of the assets of the Employer whether by
merger, consolidation, sale, reorganization or otherwise (and
such successor shall thereafter be deemed the "Employer" for
purposes of this Agreement), but shall not otherwise be
assignable or delegable by the Employer.
(b) This Agreement shall inure to the benefit of and be enforceable
by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees and
legatees.
G. NO RIGHT TO SET OFF. The Employer is not entitled to set off
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against any amounts payable to the Executive hereunder, any amounts earned by
the Executive in other employment
after termination of his employment with the Employer following a Change in
Control, nor any amounts after termination for any reason, which might have
been earned by the Executive in other employment had he sought such other
employment. The amounts payable to the Executive under this Agreement shall
not be treated as damages, but as severance compensation to which the
Executive is entitled by reason of the termination of his employment following
a Change in Control, in the circumstances contemplated by this Agreement.
H. ARBITRATION. Any dispute or controversy arising under or in
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connection with this Agreement, other than a dispute or controversy involving
Articles III and IV above, shall be settled exclusively by arbitration in
Dallas, Texas, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award
in any court having valid jurisdiction. Each of the parties shall bear their
respective costs of arbitration. The Employer shall be entitled to injunctive
relief from a court of competent jurisdiction to enforce Articles III and IV.
I. REVIEW. The parties hereto represent that they have had the
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opportunity to receive independent legal advice concerning the terms and
conditions of this Agreement, and have not relied upon any representation of
the other party or such party's counsel with respect to any matter contained
in this Agreement. The Executive further represents that he has carefully
read this Agreement and that the Executive has had the opportunity to have
this Agreement fully explained to him by counsel of his choice and that he
fully understands the terms and conditions of this Agreement, that the only
representations made to the Executive in connection with his execution of this
Agreement are those contained herein, and that the execution of this Agreement
by the Executive is his full, free and voluntary act.
J. NOTICES. All notices, requests, demands and other communications
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called for herein or contemplated hereunder shall be in writing and in
addition, all termination notices shall set forth (i) the specific provision
in this Agreement relied upon in connection with the Executive's termination,
(ii) facts and circumstances claimed to provide a basis for the Executive's
termination, and (iii) the effective date of such termination (which date
shall be not more than ten (10) days after the giving of such written notice).
No termination shall be effective hereunder unless and until written notice in
the manner called for herein is given by the party initiating such
termination. All notices hereunder shall be deemed to have been duly given
when delivered personally (if to the Employer to the General Counsel), or when
mailed by United States certified or registered mail, postage prepaid,
addressed to the parties, their successors in interest or assignees, at the
following addresses or such other addresses as the parties may designate by
notice in the manner aforesaid:
If to the Employer: Micrografx, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: Legal Department
If to the Executive: Xxxx Xxxxxxx
0000 Xxxxxxxxxx
Xxxxxxxxxx Xxxx, XX 00000
K. VALIDITY. The validity or unenforceability of any provision or
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provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect.
Notwithstanding anything in this Agreement to the contrary, in the event
that it shall be determined that any payment or distribution by the Employer
to, or on behalf of, the Executive, pursuant to the terms of this Agreement or
otherwise (a "Payment"), would constitute an "excess parachute payment" within
the meaning of Section 280G of the Code, the aggregate present value of
amounts payable or distributable to or for the benefit of the Executive
pursuant to this Agreement (such payments or distributions pursuant to this
Agreement are hereinafter referred to as "Agreement Payments") shall be
reduced (but not below zero) to the extent necessary to avoid having any
Payment constitute an "excess parachute payment," within the meaning of
Section 280G of the Code.
Executed at Dallas, Texas, as of the day and year first above written.
EMPLOYER:
MICROGRAFX, INC.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Chief Financial Officer
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EXECUTIVE:
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Print Name: Xxxx Xxxxxxx
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Address:
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0000 Xxxxxxxxxx
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Xxxxxx, XX
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