EXHIBIT 10.1
EMPLOYMENT AGREEMENT
AGREEMENT made and effective as of the 22nd day of October 1997 by and
among TRINITECH SYSTEMS, INC. a New York corporation with its principal office
at 000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 (hereinafter "Employer" or "Company"),
and Xx. Xxxxx Xxxxxxxx, 00 Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 (hereinafter
"Employee").
WHEREAS, Employer is in the business of developing and marketing
computerized deal entry systems and guided-input systems for the industry,
including but not LIMITED to THE financial trading rooms of the foreign
exchange, currency, bullion, commodities and securities trading markets; and
WHEREAS, Employer desires to assure the services of Employee for the
period provided in this Agreement, and Employee is willing to serve in the
employ of Employer on a full-time basis for said period upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. EMPLOYMENT. Employer agrees to employ Employee, and Employee agrees
to enter the employ of the Employer for the period STATED in Paragraph "3"
hereof and upon the other terms and conditions set forth herein.
2. POSITION AND RESPONSIBILITIES. During the period of his employment
hereunder, Employee agrees to assist the Employer in the quality assurance and
software support as a Quality Assurance Engineer of the Company's products,
reporting directly to the President of the Employer.
3. TERM OF EMPLOYMENT. The period of Employee's employment under this
Agreement shall be deemed to have commenced as of November 10, 1997*, and shall
continue for a period of one year until November 09, 1998 and renew
AUTOMATICALLY for one year unless sooner terminated as provided herein, under
Item 11. Termination, or by breach of contract.
4. DUTIES. During the period of his employment hereunder and except for
vacation periods, and reasonable leaves of absence, Employee shall devote
substantially all of his business time, attention, skill, and efforts to the
faithful performance of his duties hereunder.
In addition to paid holidays, as defined by the Company's holiday
schedule, employee shall receive a prorated (2) two weeks vacation in the first
year of this Agreement, and 2 weeks paid vacation during each subsequent year of
this Agreement, which vacation periods shall be scheduled at the convenience of
the Employer.
5. COMPENSATION.
5.1. BASE SALARY: Employer shall pay Employee as compensation for his
services hereunder a total annual base salary of $55,000. The base salary is
comprised of a standard $50,000 US dollars plus an additional $5,000 US dollars
non-competition compensation (see paragraph 9). Employee will also be offered to
participate in the Company's health insurance plan(s) and 401(k) plan. (Note:
There currently is a 60 day waiting period before participating in the Company's
medical insurance plan.)
5.2. OTHER COMPENSATION: At any point of time the Company reserves the
right to extend special bonuses or incentives hereunder stock option grants.
However, such arrangements are solely at the management's discretion. Employee
shall also be entitled to participate in such other benefits as may from time to
time be generally made available to Employer's employees, including a retirement
plan. This contract is not obligating the company to extend such bonuses or
incentives.
6. PAYMENT TERMS. The salary payment shall be made in accordance with
the usual payroll system of the Company, presently bi-weekly.
7. REIMBURSEMENT OF EXPENSES. Employer shall pay or reimburse Employee
for all reasonable travel and other expenses incurred by Employee in performance
of his obligations under this Agreement, provided that such expenses are
approved in advance by Employer.
8. CONFIDENTIALITY. The Employee recognizes and acknowledges that the
Employer's trade secrets, employers specific combination of use of third-party
parts, proprietary technology and software, and confidential information as may
exist and be shared with Employee from time to time are valuable, special, and
unique assets of the Employer. The Employer and the Employee recognize that
access to and knowledge of such technology and information is essential to the
Employee's duties hereunder. In return for his access and knowledge, the
Employee agrees that he will not, during the term of this Agreement or at any
time thereafter, disclose any such secrets, technology, or information to any
person, firm, corporation, or other entity for any reason or purpose whatsoever,
nor shall the Employee make use of any such secrets, technology, or information
for his own purposes or for the benefit of any person, firm, corporation, or
other entity under any circumstances during or after the term of this Agreement.
9. NON-COMPETITION. For a period ending one year from and after the date
of termination of this Agreement, the Employee agrees that he will not, directly
or indirectly, as a sole proprietor, partner, stockholder, investor, officer or
director of a corporation, or as an employee, agent, associate or consultant of
any person, firm, corporation, or other entity - WITHOUT TRINITECH SYSTEMS
WRITTEN APPROVAL:
(i) Solicit or engage in the development or sale of Touch-screen or
infra-red scanning based or very similar input technology to any prospective
clients of the Company or to any existing or former client of the Company
existing during the term of this Agreement; or
(ii) Solicit or engage in the development or sale of Touch-screen or
infra-red scanning based or very similar input technology, specifically for the
trading room niche market served by the Company during the term of this
Agreement.
10. ENFORCEMENT; SEVERABILITY. It is the desire and the intent of the
parties hereto that the provisions of his Agreement hereof be enforced to the
fullest extent permissible under the laws and public policy of the jurisdictions
in which enforcement is sought. Accordingly, if any particular portion or
provision of this Agreement shall be adjudicated to be invalid or unenforceable,
the remaining portion or such provision or the remaining provisions of this
Agreement, or the application of such provision or portion of such provision as
is held invalid or unenforceable to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be effected thereby.
11. TERMINATION. This Agreement may be terminated by either party at any
time upon thirty (30) days written notice.
12. GOVERNING LAW AND VENUE. This Agreement shall be construed in
accordance with the laws of New York.
IN WITNESS WHEREOF, the Parties hereto have executed his Agreement on
the 22nd day of October, 1997:
TRINITECH SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Xx.
Chief Financial Officer
EMPLOYEE:
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
