1
Exhibit 10.14
EMPLOYMENT AGREEMENT
MADE by and between: SEEC, INC. a Pennsylvania Corporation, ("SEEC"
hereinafter); and XXXX XXXXXXX, an individual, ("EMPLOYEE" hereinafter):
RECITALS:
A. SEEC is in the business of developing and marketing software and related
services;
B. EMPLOYEE is presently employed by Mozart Systems Corporation ("MOZART"), a
wholly owned subsidiary of SEEC, under an Employment Agreement dated August 3,
1999;
C. EMPLOYEE has given notice of termination of his employment with Mozart and
wishes to become a part time employee of SEEC, on the terms and conditions
specified herein, and SEEC is agreeable to so employing EMPLOYEE;
NOW, THEREFORE, in consideration of the covenants contained herein, and
intending to be legally bound hereby, the parties hereto do covenant and agree
as follows:
ARTICLE I. EMPLOYMENT
SECTION 1. Commencement. As requested by EMPLOYEE, his employment with Mozart
will terminate at close of business on February 4, 2001. EMPLOYEE's employment
with SEEC will commence on February 5, 2001, and shall continue in full force
and effect until this Agreement is terminated in accordance with its provisions.
EMPLOYEE will be paid by Mozart for any accrued but unused vacation time through
February 4, 2001, based on the normal vacation rules applicable to EMPLOYEE's
Mozart employment.
SECTION 2. Scope. EMPLOYEE will be employed by SEEC in an Executive capacity, to
perform such duties and responsibilities as SEEC's Board of Directors or SEEC's
President or his designee may from time to time specify. EMPLOYEE's title will
be determined by SEEC's President. Initially, EMPLOYEE's duties are outlined in
Attachment 1 which is a part of this Agreement. SEEC expressly reserves the
right, in its sole discretion, to make changes to EMPLOYEE's duties and
responsibilities at any time, and from time to time.
SECTION 3. Part Time Employment. EMPLOYEE shall be employed on a part time basis
as requested by SEEC. Every ninety (90) days or so, EMPLOYEE and SEEC will
arrive at a mutually agreed to program which will include EMPLOYEE's goals and
responsibilities. EMPLOYEE will be free to establish his working times on an
hourly basis within the constraints of the mutually agreed to schedule, and
subject to the requirements of the responsibilities assumed by EMPLOYEE.
However, EMPLOYEE will not be paid for more than one hundred and fifty (150)
hours per quarter without SEEC's written approval. The adoption of a mutually
agreed to ninety (90) days program will not affect or impair the right of either
party to terminate this Agreement on thirty (30) days' written notice as
specified in this Agreement.
2
Xxxx Xxxxxxx Employment Agreement
Page 2.
SECTION 4. Non-Compete Covenant. This Non-Compete Covenant applies only while
EMPLOYEE is employed by SEEC.
A. As used in this Section, the following words shall have the following
meanings at the times in question: (i) the word "person" includes
individuals and also corporate and other business entities, (ii) the word
"SEEC" includes worldwide, any company in the SEEC group of companies,
including but not limited to, SEEC, any parent company, any company that
enjoys any common ownership with SEEC, and any subsidiary of any of the
foregoing.
B. While EMPLOYEE is employed by SEEC, EMPLOYEE shall use his best efforts to
further the best interests and welfare of SEEC. EMPLOYEE may work for
himself, and/or for others, but agrees that while he is employed by SEEC,
he will not, directly or indirectly:
i. perform, directly or indirectly, any work or services whatsoever for
himself or for any third person, which work or services are in
competition with any SEEC technology or services, including but not
limited to technology or services which are in the planning phase,
without the written authorization of SEEC, which authorization SEEC
may in its sole discretion refuse;
ii. perform, directly or indirectly, any work or services for any
competitor of SEEC, without the written authorization of SEEC, which
authorization SEEC may in its sole discretion refuse;
iii. induce or attempt to persuade any employee of SEEC to terminate such
employment; or
iv. utilize, other than for SEEC business, any SEEC's customer lists,
business plans, financial information, technical know-how, or other
proprietary information of SEEC, or of any employee, customer, client,
consultant, business partner, or licensee of SEEC;
C. EMPLOYEE agrees to inform SEEC in writing of all persons with or for whom
EMPLOYEE is directly or indirectly involved in an actual or potential
business relationship, while EMPLOYEE is employed by SEEC.
D. EMPLOYEE agrees that any breach of any provision of this Section will cause
SEEC harm for which money damages will be inadequate. Therefore EMPLOYEE
agrees that in addition to other available remedies, SEEC will be entitled
to temporary or permanent injunctive relief, without posting bond, to
restrain such breach.
SECTION 5. EMPLOYEE agrees to abide by (i) such lawful employment policies and
regulations as SEEC may from time to time adopt, and (ii) such lawful
instructions and directions to EMPLOYEE as SEEC may give, from time to time.
SECTION 6. Office. EMPLOYEE's principal place of employment will be42 Elk Lane,
Avon CO, or such other places as SEEC's needs may from time to time require.
SEEC facilities and property, including but not limited to, telephone,
commercial carrier accounts, and other facilities and amenities, will be used by
EMPLOYEE only for SEEC's business purposes.
3
Xxxx Xxxxxxx Employment Agreement
Page 3.
ARTICLE II. COMPENSATION, FRINGE BENEFITS AND STOCK OPTIONS
SECTION 1. Pay. EMPLOYEE's gross pay will be Three Hundred Twelve Dollars and
Fifty Cents ($312.50) per hour worked at SEEC's request, to be paid, subject to
appropriate withholdings, in periodic payments in arrears, in accordance with
SEEC's normal payroll practices then in effect, based on time sheets turned in
by EMPLOYEE at least five (5) business days before the normal pay date. Time
sheets for days worked after the aforesaid cutoff date will be included in the
next pay date if timely submitted. As part of SEEC's management team, EMPLOYEE
will not be entitled to any pay at overtime rates. If EMPLOYEE is required to
travel, (i) time spent in transit outside of the west coast area, or (ii) time
in excess of one hour (60 minutes) per day spent in transit in the west coast
area, will be compensable at fifty (50%) per cent of EMPLOYEE's normal hourly
rate. Time spent after arrival will not be compensable unless actually worked.
SECTION 2. Expense Reimbursements. SEEC will reimburse EMPLOYEE in accordance
with, SEEC's expense reimbursement policies, for all reasonable travel and other
expenses which EMPLOYEE incurs due to activities required by SEEC.
SECTION 3. Fringe Benefits. EMPLOYEE and spouse may participate in SEEC's
Employee health and dental programs at the husband and wife coverage category,
at SEEC's sole cost. EMPLOYEE will not be entitled to any paid vacation, sick
leave, or paid holidays. EMPLOYEE shall be entitled to participate in SEEC's
401K plan, and in all other plans for which he qualifies. EMPLOYEE will not be
entitled to participate in any plan or benefit for which he is ineligible
because of his part time status, under the generally applicable rules and
regulations of such plans or benefits.
SECTION 4. Stock Options. Mozart's Stock Options obligations, specified in
Article II, Section 5 of the Employment Agreement between Mozart and EMPLOYEE,
will be assumed by SEEC while this Employment Agreement between EMPLOYEE and
SEEC is in effect, and the termination of EMPLOYEE's employment status with
Mozart (i) shall not result in the loss of unvested stock options under the
aforesaid Article II, Section 5, and (ii) shall not trigger any obligation by
EMPLOYEE to purchase vested options under pain of forfeiture, due to termination
of employment with Mozart.
SECTION 5. No Other Compensation or Benefits. Except for benefits required by
law, EMPLOYEE shall not be entitled to any other compensation, or other fringe
benefits, not specifically set forth in this Agreement.
4
Xxxx Xxxxxxx Employment Agreement
Page 4.
ARTICLE III. INVENTIONS AND PROPRIETARY INFORMATION.
SECTION 1. EMPLOYEE hereby agrees, that all of the provisions of EMPLOYEE's
Invention Assignment and Proprietary Information Agreement ("IAPIA") between
EMPLOYEE and Mozart, with an Effective Date of August 5, 1999, shall survive
termination of EMPLOYEE's employment relationship with Mozart, and in addition,
all such provisions are incorporated into this Employment Agreement with SEEC,
Inc., by reference, as though fully set forth herein, except that each reference
to "Company", "Mozart" or Mozart Systems Corporation" in the IAPIA shall be
deemed to mean and include "SEEC, Inc., and companies in the SEEC group of
companies. Proprietary Information which is subject to the confidentiality and
use restrictions of the IAPIA shall include (without being limited to),
information received from Customers of SEEC and Customers of any company in the
SEEC group of companies. This Article shall survive termination of this
Agreement.
ARTICLE IV. TERM AND TERMINATION
SECTION 1. This Agreement will commence on its Effective Date and will continue
in full force and effect until terminated in accordance with its terms. In the
event certain provisions of this Agreement are changed by written agreement of
the parties from time to time, all other provisions not specifically changed in
writing shall be deemed to continue in full force and effect.
SECTION 2. Either party may terminate this Agreement at any time, with or
without cause, upon thirty (30) days written notice. However, SEEC may terminate
this Agreement at any time for "Good Cause" with immediate effect upon giving
written notice to Employee. For purposes of this Agreement, "Good Cause" shall
mean: (a) embezzlement, theft, larceny, or material fraud by EMPLOYEE, (b) gross
neglect or intentional disregard of EMPLOYEE's duties under this Agreement or
any other violation by EMPLOYEE of this Agreement or of the Invention Assignment
and Proprietary Information Agreement, (c) gross insubordination or repeated
insubordination after receipt of written warning from SEEC.
SECTION 3. Except as specified to the contrary in this Agreement, the following
provisions shall survive termination of this Agreement:
(1) Article III relating to EMPLOYEE's Invention Assignment and Proprietary
Information Agreement;
(2) Any obligation of SEEC to make any payments to EMPLOYEE which have accrued,
but not been paid, through date of termination; and
(3) The provisions of this Section, and Article V, Miscellaneous, and any other
provision to the extent necessary to determine or enforce any
pre-termination right arising out of this Agreement.
5
Xxxx Xxxxxxx Employment Agreement
Page 5.
ARTICLE V. MISCELLANEOUS
SECTION 1. Notices. Any notices permitted or required to be sent under the terms
of this Agreement shall be sent to the parties as follows, or to such new
address as a party may designate in writing. If a party is aware that the
following address is incorrect, the party shall send written notices to both the
address set forth below, and to the last known address of the other party.
To SEEC at: To EMPLOYEE at:
Park Xxxx Xxx, Xxxxx 000 000 Xxxxxx Xxxxxx,
0000 Xxxxx Xxxx Xxxx, Xxxxxxxxxxxx, XX 00000,
Xxxxxxxxxx, XX 00000,
Attention: The President, with a copy
To the Treasurer and CFO.
SECTION 2. Binding Arbitration and Limitations of Actions. The parties agree
that all claims, disputes and other matters in question between them, arising
out of or related to EMPLOYEE's employment, and to this Agreement, and the
rights, duties and obligations arising thereunder or the breach thereof, whether
sounding in contract, tort, or any other cause of action, shall be decided by
common-law arbitration exclusively in Pittsburgh, PA, in accordance with the
Rules of the American Arbitration Association then prevailing, unless the
parties mutually agree otherwise; Provided however, in addition to other
available remedies, SEEC shall have the right to obtain temporary, preliminary
or permanent injunctive relief from a court of appropriate jurisdiction without
necessity for posting bond; Provided further, if either party would be entitled
to join a third party in any cause of action brought before a court of
applicable jurisdiction, then in the interests of judicial economy, either party
may litigate all disputes against the other party to this Agreement and any
third party in one action before a court of appropriate jurisdiction. The
parties agree that with regard to all claims, disputes and remedies, arising out
of this Agreement, the American Arbitration Association, and the Federal and
State Courts in Pittsburgh, PA and applicable appellate courts, shall have
jurisdiction over their persons. This Agreement shall not be construed as a
consent to arbitrate any dispute with any person who is not party to this
Agreement. Except for causes of action arising out of ARTICLE III, relating to
Inventions, Discoveries and Improvements, no cause of action arising out of, or
related to, this Agreement, whether sounding in contract, tort, or any other
cause of action, shall be brought by either party, more than two (2) years after
it accrues.
SECTION 3. Rights and Remedies. Except as provided in Section 2 above of this
Article, the duties and obligations imposed by this Agreement, and the rights
and remedies available hereunder, shall be in addition to and not in limitation
of, any duties, obligations, rights and remedies otherwise imposed or available
in law or in equity.
SECTION 5. Governing Law. This Agreement shall be governed by Pennsylvania law,
excluding its conflict of laws provisions.
6
Xxxx Xxxxxxx Employment Agreement
Page 6.
SECTION 6. Waiver. No action or failure to act by either party shall constitute
a waiver of any right or duty accorded to any of them under this Agreement, nor
shall any such action or failure to act constitute an approval of, or
acquiescence in, any breach hereunder, except as may be specifically agreed in
writing.
SECTION 7. Integration and Amendments. This Agreement supersedes and replaces
all prior terms and conditions pertaining to employment, between the parties.
The terms and conditions contained herein constitute the full understanding of
the parties, a complete allocation of the risks between them, and a complete and
exclusive statement of the terms and conditions of their agreement on the
subject of employment of EMPLOYEE. No conditions, representations,
understandings, or agreements, not contained herein, and purporting to modify,
waive, vary, explain or supplement the terms or conditions of this contract
shall be binding unless hereafter made in writing and signed by the parties.
SECTION 8. Successors and Assigns. This, being an Agreement for personal
services, it cannot be assigned by EMPLOYEE. Any attempted assignment by
EMPLOYEE of the rights and obligations created by this Agreement shall be void.
SEEC may at any time assign its rights, obligations and interests in this
Agreement. Except as provided to the contrary herein, the terms and conditions
of this Agreement shall be binding on the parties, their respective executors,
personal representatives, heirs, successors in interest and assigns.
EFFECTIVE DATE: FEBRUARY 2, 2001.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
as of the Effective Date.
ATTEST: SEEC, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxxx Xxxx
----------------------- -----------------
Treasurer and CFO President and CEO
WITNESS: EMPLOYEE:
/s/ Xxx X. Xxxxxxx /s/ Xxxx Xxxxxxx
------------------ ----------------
Xxx X. Xxxxxxx Xxxx Xxxxxxx.
7
Xxxx Xxxxxxx Employment Agreement
Page 7.
ATTACHMENT 1.
INITIAL DUTIES AND RESPONSIBILITIES OF XXXX XXXXXXX.
The following comprise the initial duties and responsibilities of Xxxx Xxxxxxx
under the foregoing Employment Agreement. These duties and responsibilities may
be changed by SEEC at any time and from time to time, as specified in the
Agreement. Xxxx Xxxxxxx will:
1. Continue with Product Management in an advisory capacity and provide
technical product information as needed;
2. Continue to manage SEEC's business relationship with alliance partners,
while pursuing additional relationships with others designated by SEEC;
3. Participate in business and technology strategy and planning, and in
defining company positioning and marketing strategy;
4. Be a Liaison with industry analysts, and at SEEC's request, participate in
industry meetings to assess technology trends and represent SEEC in these
events;
5. At SEEC's request, deliver executive level presentations to partners,
customers and others;
6. Assist SEEC in hiring a Director of Strategic Alliances, who will take over
the daily management of certain partner relationships. Supervise and direct
this Director of Strategic Alliances, who will be located in SEEC's
Burlingame office;
7. At SEEC's request, attend trade shows, and perform such other functions and
duties as may from time to time be assigned to him by SEEC's Board of
Directors, its President, or other officer of SEEC.
[END OF ATTACHMENT 1]
* * * * * * *
