EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of
March 10, 1997, by and between INTRENET, Inc., an Indiana
corporation ("Employer"), and Xxxxx X. Xxxxxxx ("Employee").
W I T N E S S E T H
WHEREAS, Employer desires to employ Employee as its Chief
Financial Officer;
WHEREAS, Employee desires to be assured of certain
compensation and other benefits from Employer for his services over
a defined term; and
WHEREAS, Employer desires to provide such assurances to
Employee on the terms and subject to the conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of these premises, the
mutual covenants and undertakings herein contained, Employer and
Employee, each intending to be legally bound, covenant and agree as
follows:
1. Employment. Upon the terms and subject to the
conditions set forth in this Agreement, Employer agrees to employ
Employee as its Chief Financial Officer and Employee agrees to
accept such employment.
2. Duties. Employee agrees to serve as Employer's
Chief Financial Officer and to perform such duties in that office
as may reasonably be assigned to him by Employer's Board of
Directors (the "Board") or Chief Executive Officer ("CEO"). While
so employed, Employee shall devote substantially all of his
business time and efforts to Employer's business and shall not
engage in any other business activities without the prior approval
of the Board or the CEO. Employee shall hold such offices and
titles as the Board determines.
3. Term. The term of this Agreement shall commence as
of the date hereof and continue for two (2) years from the date
hereof (such term, including any extension thereof shall herein be
referred to as the "Term").
4. Base Compensation. Employee shall receive a base
salary of $150,000.00 per annum ("Base Compensation") payable at
regular intervals in accordance with Employer's normal payroll
practices now or hereafter in effect.
5. Benefit Plans. Employee shall be included as a
participant in all present and future employee benefit, retirement
and compensation plans generally available to employees of
Employer, consistent with his Base Compensation and position with
Employer, including, without limitation, any pension plan, 401(k)
Plan, Stock Option Plan, and hospitalization, major medical,
disability and group life insurance plans, upon the terms set forth
in such plans, as amended from time to time. Employer may amend or
eliminate any such plan in its discretion to the extent permitted
by law, as long as the change does not apply solely to Employee to
the exclusion of all other participants in such plan.
6. Expenses; Automobile; Vacations. So long as
Employee is employed by Employer pursuant to this Agreement,
Employee shall receive reimbursement from Employer for all
reasonable business expenses incurred in the course of his
employment by Employer, upon submission to Employer of written
vouchers and statements for reimbursement in accordance with
Employer's policies and procedures. Employee shall participate in
Employer's vacation policies for senior executives and shall be
entitled to three (3) weeks of paid vacation per year during the
Term of this Agreement.
7. Options. Concurrently with the execution of this
Agreement, the Incentive Compensation Committee of the Board which
administers the Employer's 1993 Stock Option and Incentive Plan
(the "Plan"), a copy of which has been provided to Employee, has
granted to Employee options to purchase 100,000 shares of
Employer's Common Stock at an initial exercise price equal to the
closing price per share of the Common Stock as reported by NASDAQ
for the trading date preceding the date of this Agreement,
exercisable commencing six (6) months and one day after the date of
grant through five (5) years from the date of grant.
8. Termination. Subject to the respective continuing
obligations of the parties, Employee's employment may be terminated
prior to the expiration of the Term of this Agreement as follows:
a. Employer, by action of its Board of Directors and
upon written notice to Employee, may terminate
Employee's employment at any time effective
immediately for cause. For purposes of this
subsection, "cause" shall be defined as any
(i) dishonest or fraudulent conduct in connection
with his employment, (ii) conviction of Employee by
a federal or state court for the commission of a
felony, (iii) insubordinate or intentional failure
on the part of Employee to perform the duties
assigned to him under this Agreement or any other
duties assigned by the Board; or (iv) unlawful
taking or misappropriation of any material and
substantial tangible or intangible property (other
than corporate opportunities) or misappropriation
of any corporate opportunity belonging to Employer
or any subsidiary or in which any of them has an
interest.
b. Employer, by action of its Board and upon thirty
(30) days written notice to Employee, may terminate
Employee's employment without cause.
c. Employee, by written notice to Employer, may
terminate his employment at any time on thirty (30)
days written notice to the Board.
d. Employee's employment shall terminate in the event
of Employee's death or disability. For purposes
hereof, "disability" shall be defined as Employee's
inability by reason of illness or other physical or
mental incapacity to perform the duties required by
his employment for any consecutive one hundred
twenty (120) day period, provided that notice of
any termination by Employer because of Employee's
"disability" shall have been given to Employee
prior to the full resumption by him of the
performance of such duties.
9. Compensation Upon Termination or During Disability.
In the event of termination of Employee's employment pursuant to
section 8 hereof, compensation shall continue to be paid to
Employee as follows:
a. In the event of termination pursuant to subsection
8a or 8c, compensation provided for herein
(including Base Compensation) shall continue to be
paid, and Employee shall continue to participate in
the employee benefit, retirement, and compensation
plans and other perquisites as provided in
sections 5, 6 and 7 hereof, through the date of
termination specified in the notice of termination.
Any benefits payable under insurance, health,
retirement and bonus plans as a result of
Employee's participation in such plans through such
date shall be paid when due under those plans.
b. In the event of termination pursuant to subsection
8b during the first two years of the Term of this
Agreement, compensation provided for herein
(including Base Compensation) shall continue to be
paid, the Employee shall continue to participate in
the employee benefit, retirement, and compensation
plans and other perquisites as provided in
sections 5, 6 and 7 hereof, through the date of
termination specified in the notice of termination.
Any benefits payable under insurance, health,
retirement and bonus plans as a result of
Employee's participation in such plans through such
date shall be paid when due under those plans. In
addition, Employee shall be entitled to receive
from Employer after the date of termination an
amount equal to the Base Compensation then being
paid to Employee for the remaining portion of such
two-year period. Such payments shall be in full
satisfaction of Employer's remaining obligations to
Employee under this Agreement.
c. In the event of termination pursuant to subsection
8d, compensation provided for herein (including
Base Compensation) shall continue to be paid, and
Employee shall continue to participate in the
employee benefit, retirement, and compensation
plans and other perquisites as provided in
sections 5, 6 and 7 hereof, (i) in the event of
Employee's death, through the date of death, or
(ii) in the event of Employee's disability, through
the date of proper notice of disability as required
by subsection 8d. Any benefits payable under
insurance, health, retirement and bonus plans as a
result of Employer's participation in such plans
through such date shall be paid when due under
those plans.
10. Notice of Termination. Any termination of
Employee's employment with Employer as contemplated by section 8
hereof, except in the circumstances of Employee's death, shall be
communicated by written "Notice of Termination" by the terminating
party to the other party hereto. Any "Notice of Termination"
pursuant to subsection 8a shall indicate the specific provisions of
this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for such
termination.
11. Relocation and Related Expenses. Employer shall
reimburse Employee for additional living costs incurred by Employee
until Employee has relocated his primary residence near Employer's
headquarters. Such relocation shall be completed during the first
three months of the Term. Employer shall reimburse Employee for
reasonable costs incurred by Employee in such relocation, in an
amount to be approved by the CEO. If necessary, Employer shall
also reimburse Employee for the costs of maintaining health
insurance coverage with his former employer under COBRA, until
Employee and his dependents are covered by Employer's health
insurance plans.
12. Responsibilities to Prior Employer. Employee has
furnished Employer with a copy of a letter agreement dated
December 2, 1996 (the "Letter Agreement") between Employee and his
former employer. Employee represents that he has no other written
employment-related agreements with or obligations to such former
employer. Employer and Employee each acknowledge that Employee's
performance of his responsibilities under this Agreement shall not
require Employee to breach any obligation to his former employer
under the Letter Agreement or otherwise. Employer acknowledges
that if Employee's former employer should initiate any legal
proceedings against him based on any alleged violation of the
Letter Agreement, Employer shall indemnify Employee against any
liability incurred in defense of such actions on the terms and
conditions specified in Section 7.8 of Employer's Restated Articles
of Incorporation.
13. Successors. Should Employee die after termination
of his employment with Employer while any amounts are payable to
him hereunder, this Agreement shall inure to the benefit of and be
enforceable by Employee's executors, administrators, heirs,
distributees, devisees and legatees and all amounts payable
hereunder shall be paid in accordance with the terms of this
Agreement to Employee's devisee, legatee or other designee or, if
there if no such designee, to his estate.
14. Notice. For purposes of this Agreement, notices and
all other communications provided for herein shall be in writing
and shall be deemed to have been given when delivered or mailed by
United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Employee: 000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
If to Employer: Intrenet, Inc.
000 XxxxxxXxxxxx Xxxxx
Xxxxxxx, Xxxx 00000
Attn: President and CEO
or to such address as either party hereto may have furnished to the
other party in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
15. Indiana Law. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of the
State of Indiana.
16. Amendment and Waiver. No provision of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
Employee and Employer. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of dissimilar
provisions or conditions at the same or any prior or subsequent
time. No agreements or representation, oral or otherwise, express
or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this
Agreement.
17. Severability. The invalidity or unenforceability of
any provisions of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement which
shall remain in full force and effect.
18. Assignment. This Agreement is personal in nature
and neither party hereto shall, without consent of the other,
assign or transfer this Agreement or any rights or obligations
hereunder, except as provided in section 13.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered as of the day and year first
above set forth.
INTRENET, INC.
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx,
President and CEO
"Employer"
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
"Employee"
