PRINTWARE, INC.
EXHIBIT 10.2(d)
EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND XXXX X. XXXXXXXXXXX
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") between Printware, Inc. (the
"Company") and Xxxx Xxxxxxxxxxx (the "Employee") is dated as of January 30,
2001 (the "Effective Date").
WHEREAS, the Company desires to employ Employee as the Company's Chief
Financial Officer and the Employee desires to accept such employment;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants herein contained, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Employment. During the term of this Agreement the Company shall employ
Employee as the Chief Financial Officer of the Company. Employee shall have
such authority, responsibility and duties as may from time to time be assigned
by the Board of Directors of the Company.
2. Compensation.
(A) Base Salary. During the term of this Agreement the Company shall pay
Employee an annual base salary of $125,000. The Company shall pay the annual
salary in equal installments on the Company's regular payroll dates. The
Company shall withhold and deduct from such installment payments such amounts
as are required under federal, state and local law to be withheld for income
tax or Social Security withholding purposes.
(B) Benefits. The Company shall allow Employee to participate in all
benefit plans, retirement plans and fringe benefits which may be available
from time to time to employee's of Employee's level of employment in
accordance with the Company's policies.
(C) Incentive Compensation. On or before October 30, 2001, the Company
shall pay Employee, as incentive compensation, an amount equal to one percent
(1%) of the amount by which the value of the Company's inventory shall have
been reduced between the end of the fiscal month ending in September of 2000
and the end of the fiscal month ending in September of 2001.
(D) Transaction Incentive. If a sale of substantially all of the
Company's stock or assets takes place either (i) during the term of this
Agreement or (ii) within twelve (12) months after this Agreement has been
terminated without cause pursuant to Section 4(B) if the sale is consummated
with a party with whom Employee had contact during the term of the Agreement
and in part as a result of Employee's efforts (a "Sale Transaction"), the
Company shall pay Employee a transaction fee (the "Transaction Fee") within
thirty (30) days of the closing of such Sale Transaction. If the Sale
Transaction involves the sale of assets, the Transaction Fee shall be the sum
of (i) two percent (2%) of the fair market value of non-cash assets sold, plus
(ii) one percent (1%) of the fair market value of cash assets sold plus (iii)
an amount equal to $10,417 for each month Employee shall have been employed as
of the date of the Sale Transaction (up to a maximum of six (6) months). If
the Sale Transaction involves the sale of stock, the Transaction Fee shall be
the sum of (i) two percent (2%) of the fair market value of the Company's non-
cash assets at the time of the sale, plus (ii) one percent (1%) of the fair
market value of the Company's cash assets at the time of the sale plus (iii)
an amount equal to $10,417 for each month Employee shall have been employed as
of the date of the Sale Transaction (up to a maximum of six (6) months).
3. Term. The term of this Agreement shall begin on the Effective Date and
end on the date a party terminates the Agreement pursuant to Section 4.
4. Termination.
(A) Termination by the Company for Cause. The Company may terminate this
Agreement for Cause, effective immediately upon notice of such termination.
"Cause" means (i) willful failure by Employee to meet objectives set by the
Board of Directors, (ii) willful failure by Employee to perform Employee's
duties under this Agreement or comply with the directions of the Board of
Directors, (iii) malfeasance or negligence in the performance of Employee's
duties under this Agreement including, without limitation, Employee's
continued or repeated absence from work for reasons other than disability or
sickness, (iv) Employee's commission of (a) a felony or, to the extent the
Board of Directors determines in good faith that the same reflects adversely
upon the character or integrity of Employee or of the Company, a misdemeanor,
under the laws of the United States or any state (whether or not in connection
with Employee's employment), (b) unethical business practice on the part of
Employee in connection with the affairs of the Company or (c) a material
breach of any of the provisions of this Agreement. Upon termination of this
Agreement for Cause pursuant to this Section 4(A), the Company's obligation to
pay any amount to Employee, including but not limited to any base salary,
incentive compensation, Transaction Fee or any amount payable under any
benefit plan or otherwise, shall immediately cease and the Company shall have
no further obligation to Employee.
(B) Termination by the Company without Cause. The Company may terminate
this Agreement without Cause, effective immediately upon notice to Employee.
Notwithstanding the Company's obligations to Employee pursuant to Section
2(D), within thirty (30) days of termination without Cause pursuant to this
Section 4(B), the Company shall pay Employee an amount equal to $10,417 for
each month Employee shall have been employed as of the date of termination (up
to a maximum of six (6) months). Thereafter, the Company's obligation to pay
to Employee any base salary or incentive compensation shall immediately cease.
(C) Death and Disability. This Agreement shall terminate upon Employee's
death. The Company may terminate this Agreement if Employee is physically or
mentally incapacitated such that Employee has been unable for sixty (60) days
in any 360-day period to perform Employee's duties under this Agreement. Upon
termination of this Agreement pursuant to this Section 4(C), the Company's
obligation to pay to Employee any base salary, incentive compensation,
Transaction Fee, severance or any amount payable under any benefit plan (other
than such benefits to which Employee may be entitled under any such plan as a
result of disability), shall immediately cease. This Section 4(C) shall not
be construed as a waiver by Employee of any rights Employee may have under the
Family Medical Leave Act, the Americans with Disabilities Act or any state law
regarding disability leave or disability discrimination.
5 Assignment. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns,
except that neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by Employee without the prior written
consent of the Company.
6. Severability. If any provision of this Agreement is determined to be
prohibited by or unenforceable or invalid under applicable law, such provision
will be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes any prior
understandings, agreements or representations by or between the parties.
8. No Waiver. No term or condition of this Agreement shall be deemed to have
been waived except by a statement in writing signed by the party against whom
enforcement of the waiver or estoppel is sought.
9. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall be deemed one
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
PRINTWARE, INC.
By: /s/Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, President and CEO
By: /s/Xxxx X. Xxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxx
