Exhibit 10.34
[LETTERHEAD OF ASTEA INTERNATIONAL INC.]
February 17, 1998
PERSONAL AND CONFIDENTIAL
Xxxxxx X. Xxxxxxxx, Xx.
[ADDRESS REDACTED]
Dear Xxx:
As you and I have discussed, in consideration for your agreement to
continue your employment with Astea International Inc. (the "Company"), the
Company agrees that if at any time the Company terminates your employment for
any reason other for "cause" (defined below), the Company shall pay you the
equivalent of three (3) months of your salary and benefits, to be payable as if
you were continuing as an employee.
"Cause" is defined as conduct, as determined by the Board of Directors,
involving one or more of the following: (i) gross misconduct that is materially
injurious to the Company; or (ii) the commission of an act of embezzlement,
fraud or deliberate disregard of the rules or policies of the Company which
results in material economic loss, damage or injury to the Company; or (iii) the
unauthorized disclosure of any trade secret or confidential information of the
Company; or (iv) the commission of an act that induces any customer or
prospective customer of the Company to break a contract with the Company or to
decline to do business with the Company; or (v) your conviction of a felony
involving any financial impropriety or which would materially interfere with the
your ability to perform your services or would otherwise be injurious to the
Company; or (vi) your failure to perform in a material respect your employment
obligations without good reason. In making such determination, the Board of
Directors shall act fairly and in utmost good faith. If your employment is
terminated for cause, you will be notified of this at the time of termination.
If this is consistent with your understanding of our agreement, please
indicate this by signing below.
Very truly yours,
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Chief Executive Officer
AGREED TO:
/s/ Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxx, Xx.
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