[LOGO OF SEDONA CORPORATION] Employment Agreement March 30, 2005
EMPLOYMENT AGREEMENT
This Employment Agreement (hereinafter referred to as the "Agreement")
is entered into this _______ day of July, 2004 (hereinafter referred to as the
"Effective Date"), between SEDONA Corporation, a Pennsylvania corporation, with
its principal place of business at 0000 Xxxx 0xx Xxxxxx, xxxxxx xxxxx, Xxxx xx
Xxxxxxx, XX 00000 (hereinafter referred to as the "Company"), and Xxxxx Xxxxx
(hereinafter referred to as "Employee"). The Company and Employee are
collectively referred to in this Agreement as the "Parties".
RECITALS
WHEREAS, the Company is engaged in developing, marketing, licensing and
selling Customer Relationship Management (CRM) software and services; and
WHEREAS, Employee has experience expertise, qualifications and skills of
which the Company desires to avail itself and Employee desires to affiliate
herself with the Company to perform such tasks as may be required by the
Company; and
WHEREAS, the Parties agrees to extend the employment of Employee as Vice
President and Chief Financial Officer, and Employee accepts employment by the
Company for the period and the terms and conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, and the payment of
the compensation and the performance of the duties and responsibilities set
forth herein, the Parties agree as follows:
1 EMPLOYMENT
1.1 Employee shall be employed by the Company in the capacity of
Vice President and Chief Financial Officer and shall have such
authority and shall perform such key executive duties and
responsibilities as specified
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by the President and Chief Executive Officer of the Company with
respect to the Company, its subsidiaries, affiliates or
successors.
2. TERM
2.1 The term of this Agreement shall be two (2) years commencing on
the Effective Date, and thereafter shall continue from
year-to-year based on the approval of the Parties with said
approval occurring at least six (6) months prior to the end of
the original, or the then current renewal term.
3. COMPENSATION
3.1 The Company shall pay to Employee and Employee shall accept for
her services as Vice President and Chief Financial Officer the
following compensation:
3.1.1 An annual salary of one hundred ten thousand dollars
($110,000.00), payable on the normal and customary pay
periods as set forth in the Company's employee handbook,
dated of October 3, 2000, as amended (hereinafter
referred to as the "Employee Handbook"). The Company
reserves the right, in its sole discretion, to add,
change or delete any of the policies or procedures
contained in the Employee Handbook.
3.1.2 An annual bonus as set forth in the attached Exhibit I
3.2 The compensation set forth in paragraphs 3.1.1 and 3.1.2 shall
be reviewed annually by the Parties and may be adjusted,
changed, or restructured as mutually agreed upon by the Parties.
3.3 Upon approval by Company's Board of Directors, Employee shall be
eligible to receive fifty thousand (50,000) shares of Company's
Common
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Stock Option (hereinafter referred to as the "Options"), priced
at the market closing price on December 1, 2003. The Options
shall vest in accordance with the following schedule:
3.3.1 Six thousand two hundred fifty (6,250) shares shall vest
at the six (6) month anniversary.
3.3.2 Following the sixth (6th) month anniversary, the balance
of the shares shall vest, on the first day of each
month, at one thousand forty one (1,041) shares per
month until fully vested, over a four (4) year period.
4 EXPENSES
4.1 Employee is authorized to incur reasonable expenses, including,
but not limited to travel, meals, client entertainment, car
mileage and incidentals, in accordance with the guidelines of
the Company's Corporate Business Travel Policy, for promoting
the business of the Company and in carrying out her duties
hereunder.
4.2 Company shall reimburse Employee for such reasonable expenses
upon the presentation by Employee, not more frequently than
weekly and not less frequently than monthly, of an itemized
account of such expenditures. All requests for reimbursement
shall be made on the Company's Expense Reimbursement Form, and
must be accompanied by appropriate receipts for all expenses.
5 BENEFITS
5.1 Employee shall be entitled to all benefits available to all of
the Company's employees as set forth in the Company's Employee
Handbook.
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6 DUTIES AND RESPONSIBILITIES
6.1 Employee shall devote her full time and efforts to perform the
responsibilities and duties assigned to her by the Company's
President and Chief Executive Officer. The Employees duties may
be modified or changed from time to time, as mutually agreed
upon by the Parties.
6.2 Employee shall be entitled to have investments in other
enterprises provided, however, that Employee shall not have any
investments or financial interest in any business enterprise
which conducts business activities competitive with any business
activities conducted or planned by the Company now or at any
time during the term of the Employee's employment hereunder
(other than an investment of no more than 5% of any class of
equity securities of a company, the securities of which are
traded on a national securities exchange).
6.3 In the event that Employee has an investment of more than 5% of
any class of equity securities of a competitive business
enterprise whose securities are traded on a national securities
exchange, Employee shall disclose that information to the
Company's President and Chief Executive Officer.
6.4 In fulfilling her responsibilities, Employee shall conduct
herself consistent with the highest standards of professionalism
and shall represent the Company and its products and services in
accordance with existing written warranties, representations and
instructions provided to Employee by the Company.
6.5 Employee's authority to obligate the Company on any contract or
agreement of any kind shall be limited to those contracts or
agreements for which the Company's President and Chief Executive
Officer has granted authorization. All Agreements signed by
Employee shall comply
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with the Company's policies and procedures and be in the best
interest of the company.
7 CONFIDENTIALITY AND NONDISCLOSURE
7.1 Employee shall abide by the terms and conditions of the
Company's Contract for Ownership and Use of Intellectual
Property Including Confidential Information, signed by Employee
on November 17, 2000.
8 TERMINATION
8.1 The Company may terminate this Agreement for cause, defined as
follows:
8.1.1 Deliberate disclosure of Company Confidential
Information as defined in the Contract for Ownership and
Use of Intellectual Property including Confidential
Information and the SEDONA Corporation Information
Privacy and Security Policy, and the Company Policy
Statement Protection of Material, Non Public and Other
Confidential Information and Prevention of Xxxxxxx
Xxxxxxx and Tipping; or
8.1.2 Conviction of Employee of a felony involving moral
turpitude, or of any other law which may reasonably be
deemed to cause a detrimental effect upon the Company as
a result of mutual association. If the Company separates
the Employee for cause, the Company will have not
further liability or obligation except to pay the
Employee earned and unpaid compensation.
8.2 The Company may separate the Employee (i) without cause, or (ii)
should the Employee die or become disabled such that the
Employee has been unable to perform any of his essential duties
for ninety (90) days during
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[LOGO OF SEDONA CORPORATION] Employment Agreement March 30, 2005
any year of this Agreement or for any period of sixty (60)
consecutive days. In the event of such separation, Employee
shall receive (i) one (1) week salary per year of employment
with the Company plus an additional eight (8) weeks salary, (ii)
a pro-rata portion of any bonus earned by Employee and unpaid by
Company to Employee, and (iii) all benefits as set forth in
Section 5 in this Agreement for the same number of weeks as
calculated in paragraph 8.2 (i).
8.3 Upon renewal of this Agreement, in the event of separation as
set forth in paragraph 8.2, Employee shall receive six (6)
months salary, a pro-rata portion of any bonus earned by
Employee and unpaid by Company to Employee and all benefits as
set forth in Section 5 in this Agreement for six (6) months.
8.4 In the event of a termination by either one of the Parties, the
terminating party shall give thirty (30) days written notice of
termination to the non-terminating party.
8.5 In the event of a termination by either one of the Parties, and
at the Company's sole discretion, Employee shall continue to
render her services to the Company during the thirty (30) days
period after notice of termination is given.
8.6 In the event of termination by either one of the Parties, the
Company shall have the right to bar or otherwise restrict
Employee's access to the Company's offices immediately upon
termination, including the absolute right to remove Employee
from the Company's premises at the time of termination, whether
or not such termination occurs during business hours.
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9 MISCELLANEOUS
9.1 This Agreement shall be binding upon the Parties, their agents,
representatives, affiliates, successors and assigns. As used
herein, "successor" shall include any person, firm, corporation
or other business entity which at any time, whether by purchase,
merger or otherwise, directly or indirectly acquires the assets,
business or stock the Company.
9.2 This Agreement, including Exhibit I, represents the entire
Agreement and understanding of the Parties. The provisions of
this Agreement may not be waived, altered or amended except by
agreement in writing signed by the Parties. No waiver of breach
hereof shall constitute a waiver of any subsequent breach, and
if any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, the remaining provisions
shall remain enforceable.
9.3 All notices or other communications provided for in this writing
shall be deemed to have been duly given if delivered personally,
by certified mail return receipt requested, or by facsimile to
the address or facsimile number of the receiving party set forth
in Employee's employment file maintained by the Company (or such
different address or facsimile number as either party shall have
specified in writing to the other). Notices personally delivered
or sent by facsimile shall be effective upon their receipt;
notices sent by mail shall be effective five (5) days after
mailing.
9.4 In the event either party is required to initiate arbitration or
legal action to enforce this Agreement, each party shall bear
its own costs, including without limitation, all attorney and
court costs and fees.
9.5 Except as expressly provided in this Agreement, no remedy
conferred by any of its provisions is intended to be exclusive
of any other remedy now or hereafter provided by law, and the
election of any one or more such
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available remedies by either of the parties shall not constitute
a waiver of the right of such party to other available remedies.
9.6 In the event the arbitration tribunal or a court of competent
jurisdiction should decline to enforce any provision of this
Agreement, or otherwise determines any provision hereof to be
invalid or unenforceable, such provision shall be deemed to be
modified or eliminated as required by the court's order, but all
remaining provisions shall remain in full force and effect.
9.7 This Agreement has been made in and its validity, performance
and effect shall be determined in accordance with the laws of
the Commonwealth of Pennsylvania.
9.8 This Agreement shall be construed so that the singular includes
the plural, and vice versa, the masculine includes the feminine
and the neuter genders. There shall be no presumption that
ambiguities shall be construed or interpreted against the
drafter.
9.9 The headings, subheadings, and other captions in this Agreement
are for convenience and reference only and shall not be used in
interpreting, construing, or enforcing any of the provisions of
this Agreement.
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IN WITNESS WHEREOF, the Parties acknowledge that they have read this
Agreement, understand it, agree to be bound by its terms and conditions, and
have caused this Agreement to be executed as of the day and year first above
written.
FOR AND ON BEHALF OF SEDONA CORPORATION BY:
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SEDONA CORPORATION
0000 XXXX 0XX XXXXXX, XXXXXX XXXXX NAME:
XXXX XX XXXXXXX, XX 00000 -----------------------------
TITLE:
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DATE:
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BY:
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NAME:
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TITLE:
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DATE:
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FOR AND ON BEHALF OF EMPLOYEE BY:
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0000 XXXXXXXX XXXXX
XXXXXX, XX 00000 NAME:
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TITLE:
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DATE:
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