EXHIBIT 10.17
EMPLOYMENT AGREEMENT
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Employment Agreement ("Agreement") made and entered into effective no later than
January 1, 1994 by and between Xxxxxx X. Xxxxxx (the "Employee"), and TSI
International Software Ltd. ("TSI"), a Delaware corporation having its principal
place of business at 00 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000.
WHEREAS, TSI wishes to employ the Employee and the Employee wishes to be
employed under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Employment and Term.
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1.1 TSI agrees to employ the Employee as President, PC Division and the
Employee agrees to render his full-time services to TSI for a term of one (1)
year, which term shall commence as of the date of this Agreement and terminates
at the end of the first full fiscal year thereafter, subject to annual renewal
for one (1) year increments as set forth below. The Employee agrees to devote
his full business time and the best of his abilities to the faithful and
diligent performance of his services to TSI under the direction of the President
of TSI.
1.2 Unless either party shall have given written notice of non-renewal to
the other party no fewer than thirty (30) days before the expiration of the
initial or then current renewal term, this Agreement shall automatically renew
for successive periods of one (1) year.
1.3 In the event TSI is sold or recapitalized or substantially all of the
assets of TSI are sold (the "Sale of TSI"), the remaining term of this Agreement
shall be one (1) year unless otherwise agreed between the parties. If
termination should occur as a result of the "Sale of TSI," the Employee will
receive a severance compensation of one (1) year's annual salary as outlined in
paragraph 2.1 and one (1) year's continuance of eligible benefits.
2. Compensation.
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2.1 TSI agrees to pay the Employee an annual salary of One Hundred Fifty
Thousand Dollars ($150,000.00), payable in accordance with TSI's standard
payroll practices. This salary is for the initial term of this Agreement, and
thereafter will be as determined by the President of TSI.
2.2 TSI may pay the employee a bonus based upon performance as may be
determined from time-to-time.
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3. Benefits.
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3.1 The Employee shall be entitled to participate on the same basis,
subject to the same qualifications as other TSI employees and pursuant to TSI's
then prevailing policies, in any group medical, hospitalization, or other fringe
benefit plans in effect with respect to employees of TSI in general but not
including any group profit sharing or other profit-based incentive program.
3.2 The Employee shall be entitled to the same number of paid holidays per
year as set forth by TSI for its employees in general plus twenty (20) paid
vacation days to be scheduled by the mutual agreement of the parties.
4. Stock Options. Any stock options issued to the Employee shall be described
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in the TSI Stock Option Plan attached as Appendix A.
5. Employment Guidelines. The Employee agrees to at all times be bound by and
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adhere to the Employment Guidelines attached hereto as Appendix B and
incorporated herein, and to use his best efforts to protect the proprietary and
confidential materials and information of TSI and of TSI's clients, including
valuable trade secrets.
6. Termination.
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6.1 This Agreement shall terminate and all payments due hereunder shall
cease, except to the extent accrued, upon death of the Employee, without further
act of TSI.
6.2 TSI shall have the right to terminate this Agreement and any payments
due hereunder upon prior written notice to the Employee if a licensed physician
employed by the Board of Directors of TSI shall determine that the Employee, by
reason of physical or mental disability (excluding infrequent and temporary
absences due to ordinary transitory illness) shall be unable to perform the
services required of him hereunder for more than three (3) consecutive months or
an aggregate of six (6) months during any twelve (12) month period.
6.3 TSI shall have the right to terminate this Agreement, without further
compensation, upon prior written notice to the Employee, in the event of a
breach of the terms hereof by the Employee or if, in the opinion of the Board of
Directors of TSI, the Employee is guilty of willful misconduct, gross
negligence, gross insubordination, or causes TSI disrepute, or otherwise for
good cause.
6.4 TSI shall have the right to terminate this Agreement, for convenience,
at the discretion of the President. If such termination occurs, the Employee
will receive a severance compensation of six (6) months annual salary, as
specified in paragraph 2.1, and six (6) months of continuance of eligible
benefits, and shall be entitled to no other payment or benefit from TSI.
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6.5 Upon termination or expiration of this Agreement, irrespective of the
reason therefor, the Employee shall promptly turn over to TSI all proprietary
and confidential materials of the kind referred to in Section 5 and all tangible
forms of the Employee's work product (including work files) without retaining
any copies or duplicates thereof, except as to which TSI may in writing give
permission.
7. Negative Covenant.
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7.1 The Employee agrees that during the term of this Agreement (including
any renewal terms hereunder) and for a period of one (1) year following the
termination of this Agreement, he will not, directly or indirectly, own,
operate, manage, join, control, or participate in the ownership, management,
operation or control of, or be connected with as a partner, stockholder,
director, officer, agent, employee, or consultant, any business, firm, or
corporation which engages in the sale of products which are directly competitive
with TSI in the territories TSI serves; provided, however, that nothing in this
Section 7.1 shall bar the acquisition of any publicly traded securities which do
not confer upon the Employee the right to control or influence the policy of the
issuer.
7.2 The Employee further agrees that for a period of one (1) year
following the termination of this Agreement, he will not, without the prior
written consent of TSI, (a) solicit for employment any of the staff of TSI or of
TSI's customers, or (b) solicit the business of TSI's customers.
8. Remedies. The parties hereto recognize that, in the event of any breach by
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the Employee of the provisions of Sections, 5, 6 or 7 hereof, damages may be
difficult, if not impossible, to ascertain and it is therefore agreed that TSI,
in addition to and without limiting any other remedy it might have under this
Employment Agreement, or at law or in equity, shall be entitled to an injunction
against the Employee issued by any court of competent jurisdiction enjoining any
such breach. The Employee agrees to reimburse TSI for all out-of-pocket costs
and expenses, including reasonable attorney's fees, incurred by TSI by reason of
any such breach; provided, however, that if a court of competent jurisdiction in
any action wherein TSI is the claimant with respect to such breach shall
determine that no such breach occurred or is likely, and if any appeal therefor
be taken by TSI where such determination shall be fully and finally upheld, TSI
shall reimburse the Employee for all out-of-pocket costs and expenses, including
reasonable attorney's fees, incurred by the Employee by reason of such action
and any appeal.
9. Representation and Warranty. Employee represents and warrants that he is
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not now and was not on the date of commencement of this Agreement, a party to
any Agreement, contract or understanding, whether of employment or otherwise,
which would in any way restrict or prohibit him from undertaking or performing
employment in accordance with the terms and conditions of this Agreement.
10. Miscellaneous.
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10.1 Should any provision or part of this Employment Agreement be declared
void or unenforceable by any court or administrative body of competent
jurisdiction, such provisions or part shall be deemed severable and, without
further action by the parties to this Agreement, shall
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be severed from the remainder of this Agreement which shall continue in all
respects valid and enforceable.
10.2 Any notices or communications hereunder shall be in writing and shall
be personally delivered or sent by registered or certified mail to the addresses
specified herein or, after proper notice, to such addresses as the parties may
specify.
10.3 This Agreement shall be binding upon and inure to the benefit of TSI,
its successors or assigns, or any corporation which acquires all or
substantially all of its assets. This Agreement is personal as to the Employee
and shall not be assignable by the Employee.
10.4 This Agreement constitutes the entire understanding of the parties
hereto with respect to the Employee's employment and his compensation therefor
and supersedes any prior Agreements and understandings between the parties
concerning employment or compensation.
10.5 This Agreement shall be governed by and construed under the laws of
the State of Connecticut.
10.6 The captions appearing in this Agreement appear as a matter of
convenience only and in no way define or limit the scope and intent of any of
the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
For TSI International Software Ltd. For the Employee:
00 Xxxxxxx Xxxx
Xxxxxx, XX 00000
By: /s/ Xxxxxxxxx Xxxxxx By: /s/ Xxx Xxxxxx
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Xxxxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
President and CEO Address: 000 X. Xxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
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