EXHIBIT 10.15
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 12th day of
November 1997, and is by and between Quadrant International, Inc., a
Pennsylvania corporation with an office for purposes of this Agreement at 000
Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 (hereinafter "QI") and Xxxx
Xxxxxx with an address at 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx, 00000 (hereinafter the "MH").
WITNESSETH
WHEREAS:
(a) QI wishes to retain the services of MH to render services for and on
its behalf in accordance with the following terms, conditions and provisions;
and
(b) MH wishes to perform such services for and on behalf of the Company,
in accordance with the following terms, conditions and provisions.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained the parties hereto intending to be legally bound hereby agree
as follows:
1. EMPLOYMENT. QI hereby employs MH and MH accepts such employment and
shall perform his duties and the responsibilities provided for herein in
accordance with the terms and conditions of this Agreement.
2. EMPLOYMENT STATUS. MH shall at all times be QI's employee subject to
the terms and conditions of this Agreement.
3. TITLE AND DUTIES. QI agrees to employ MH and MH accepts such
employment as a full time employee and agrees as per the terms and conditions of
this agreement to serve as and have the title of Chief Technology Officer of QI
with the authority and responsibilities normally associated with that position,
it being agreed MH will report directly to QI's President and will be subject to
the President's direction and will perform diligently, faithfully, and to the
best of his ability all duties assigned and instructions given consistent with
his title as Chief Technology Officer. MH, during the term of his employment,
will also serve as a member of QI's Board of Directors.
4. TERM OF SERVICES. The initial term of this agreement is for a two year
period commencing January 1, 1998, subject to the termination section of this
agreement, with the parties agreeing to confirm any subsequent extension of this
initial term either in one year extensions or in any other format in a signed
written agreement setting forth any amended or supplemental conditions.
5. BASE COMPENSATION. The employees base salary for rendered services for
the initial term of this agreement shall be $125,000 as an annual amount payable
in accordance with QI's payroll procedures and policies as implemented during
the term of this agreement.
6. ADDITIONAL COMPENSATION. The additional package compensation proposed
by this section is subject to QI's receipt of further capital funds required to
finance the
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management compensation program. QI's Board of Directors will also have to vote
approval of these or any other specific additional compensation packages
proposed for payment or for vesting to MH during the term of this agreement. The
proposed post funding compensation program allocated for MH will be comprised of
the following elements:
(a) An annual Cash Bonus of $35,000
(b) Further incentive stock options exercisable by MH as specified and
approved by the Board of Directors for exceptional performance as defined and
determined by the Board of Directors for purchase by MH in the amount of 25,000
shares of QI stock on a non-diluted basis in minimum blocks of 12,500 at a price
of .25.
7. EXTENT OF SERVICES. MH shall devote his entire business time,
attention, and energies to the business of QI, but this shall not be construed
as preventing MH from investing his assets as a passive investor in such form or
manner as he sees fit as long as the investments will not require any personal
services from MH. However, MH agrees not to knowingly invest in any entities
that compete directly with QI or affiliated or related companies. MH shall have
the further right to serve on other Boards of Directors provided it is
determined by the President of QI that there is no conflict of interest with
such service and MH duties pursuant to the employment agreement and such other
Board services does not interfere with the performance of the stated services
for QI.
8. TERMINATION. A. In the event QI terminates MH's employment for any
reason other than MH's gross malfeasance or gross nonfeasance, MH will continue
to be paid his salary by QI for a period of six months after such notice of
termination is given. It is agreed that if QI terminates MH's employment
pursuant to this paragraph, that all outstanding stock options held by MH at the
date of termination will immediately be deemed fully vested as of that date, and
be exercisable in accordance with their terms.
B. QI shall have the absolute right to terminate this agreement
immediately in the event of gross malfeasance or gross nonfeasance on the part
of MH.
C. For purposes of this specific employment agreement the parties agree
that any one of the following items shall be deemed to be, at the sole option of
MH, an event of termination without cause:
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1) Either QI moves its current headquarters more than 25 miles from
Malvern, Pennsylvania or
2) MH is transferred to a location based more than 25 miles from
Malvern, Pennsylvania or
3) MH position and responsibility as QI's Chief Technology Officer
is arbitrarily so substantially changed or modified during this agreement and MH
upon 30 days written notice to the President or CEO setting forth the basis for
MH's objection to the changes is not satisfied at the end of the 30 day period
with the solution proposed to resolve the issue.
4) The business relationship between QI and Xxxxx Development Hard
and Software Engineering, GMBH (Xxxxx) a non party to this employment agreement
is terminated by either QI or Xxxxx or by mutual agreement.
5) MH is required to travel more than two weeks per 30 days although
the parties acknowledge that all travel must be in accord with QI's budgetary
limits and the two weeks while considered to be a maximum can be waived as per
the decision of MH.
6) Change in control to be described by 2/28/98.
D. It is understood and agreed that this is a personal services contract,
and that QI shall have the right to terminate this agreement on 10 days notice
to MH, if appropriate, in the event of the disability or death of MH which would
otherwise prevent him from performing his or her duties. For the purposes of the
definition of "disability" it shall be deemed to have the identical definition
as contained in QI's disability insurance policy. In the event of MH's death,
any guaranteed monies or benefits due under this agreement would be paid
directly to QI's estate as probated.
9. NONDISCLOSURE. During the course of his employment with QI, MH will
have occasion to conceive, create, develop, review, or receive information that
is considered by QI to be confidential or proprietary including information
relating to inventions, patent, trademark and copyright applications,
improvements, know-how, specifications, drawings, cost and pricing date, process
flow diagrams, customer and supplier lists, bills, ideas, and/or any other
written material referring to same (Confidential Information). Both during the
term or employment and thereafter:
1. MH, as the Chief Technology Officer and as an employee,
agrees to maintain in strict confidence such Confidential Information.
2. MH further agrees to use his best efforts to ensure that all such
Confidential Information is properly protected and kept from unauthorized
persons or disclosure.
3. If requested by QI, MH agrees to promptly return to QI all
materials,
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writings, equipment, models, mechanisms, and the like obtained from or
through QI, including but no limited to, all Confidential Information, all
of which MH recognizes is the sole and exclusive property of QI.
4. MH agrees that he will not, without first obtaining the prior
written permission of QI: (a) directly or indirectly utilize such Confidential
Information in his or her own business; (b) manufacture and/or sell any product
that is based in whole or in part on such Confidential Information; or (c)
disclose such Confidential Information to any third party.
10. INVENTIONS. Any items created for QI by MH or under the supervision of
MH as the Chief Technology Officer and as an employee of QI, during this
agreement shall be and remain the sole and exclusive property of QI, such items
to include so called computer hardware and software applications and programs
and materials relating thereto and MH specifically waives any and all claims
thereto.
11. EMPLOYER PREQUISITES. MH shall be entitled to and shall receive all
employer perquisites as would normally be granted to employees of QI. Such
perquisites to include the following:
a. Health insurance under terms and conditions as provided to other
employees of QI.
b. Vacation of 20 business days per annum.
c. Paid holidays pursuant to QI's stated policy.
12. REPRESENTATIONS AND WARRANTIES. A. MH represents and warrants to QI
that he is not a party to or otherwise bound by any other employment or services
that may, in any way, restrict his right or ability enter into this agreement or
otherwise be employed by QI.
B. MH agrees that he will not reveal to QI, or otherwise utilize in his
employment with QI, any proprietary trade secrets or confidential information or
any previous employer.
13. NOTICES. Any written notice required to be given pursuant to this
agreement shall be hand delivered, or delivered by a national overnight express
service such as Federal Express.
14. JURISDICTION AND DISPUTES. A. This agreement shall be governed by the
State of Pennsylvania.
B. All disputes hereunder shall be resolved in the applicable state or
federal courts of Pennsylvania. The parties consent to the jurisdiction of such
courts, agree to accept service of process by mail, and waive any jurisdictional
or venue defenses otherwise available. The parties reserve the right to mutually
agree to binding arbitration in accordance with the policies of the American
Arbitration Association.
15. AGREEMENT BINDING ON SUCCESSORS. This agreement shall be binding on
and shall insure to the benefit of the parties hereto, and their heirs,
administrators, successors, and assigns.
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16. WAIVER. No waiver by either party of any default shall be deemed as a
waiver of any prior or subsequent default of the same or other provisions of
this agreement.
17. SEVERABILITY. If any provision hereof is held invalid or unenforceable
by a court of competent jurisdiction, such invalidity shall not affect the
validity or operation of any other provision, and such invalid provision shall
be deemed to be served from the agreement.
18. ASSIGNABILITY. This agreement and the rights and obligations
thereunder are personal with respect to MH and may not be assigned by any action
of MH or by operation of law. QI shall, however, have the right to assign this
agreement to a successor in interest to QI or to the purchaser of any of the
assets of QI but not to any other third party.
19. INTEGRATION. This agreement constitutes the entire understanding of
the parties, and revokes and supersedes all prior agreements between the parties
and is intended as a final expression of their agreement. It shall not be
modified or amended except in writing signed by the parties hereto and
specifically referring to this agreement. This agreement shall take precedence
over any other documents that may be in conflict therewith.
IN WITNESS WHEREOF, QI and MH confirm the foregoing accurately sets forth
the parties respective rights and obligations and agrees to be bound by having
the evidenced signature affixed thereto.
Quadrant International, Inc. Xxxxxxx X. Xxxxxx
By: /s/ Xxxxxxx Xxxxx Signature: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxx, President
Date: 1/12/98 Date: 1/12/98
[Handwritten note]
Xxxx will have his attorney complete the changes made in this copy as well as
complete a further definition of change in control and this agreement will
govern until the revised document is completed.
Xxxxxxx Xxxxx
1/12/98
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