QUERYOBJECT SYSTEMS CORPORATION
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
effective as of January 1, 1999 (the "Effective Date"), by and between ▇▇▇▇▇▇
▇▇▇▇ (the "Executive") and QueryObject Systems Corporation, a Delaware company
(the "Company").
R E C I T A L S
The Company and the Executive desire to enter into this Agreement in
order to provide additional financial security and benefits to the Executive, to
encourage the Executive to continue employment with the Company and to enhance
the motivation and incentive of the Executive to increase the profitability of
the Company.
In consideration of the mutual covenants herein contained, and in
consideration of the continuing employment of Executive with the Company, the
parties agree as follows:
1. Duties and Scope of Employment.
(a) Position. The Company shall employ the Executive in the
position of Chief Operating and Financial Officer, with such duties,
responsibilities and compensation as in effect as of the Effective Date;
provided, however, that the Board of Directors of the Company (the "Board")
shall have the right to revise such responsibilities and compensation from time
to time as the Board may deem necessary or appropriate. Such duties and
responsibilities shall be commensurate with the Executive's past practices and
consistent with his position as Chief Operating and Financial Officer of the
Company. If any such revision constitutes "Involuntary Termination" as defined
in Section 7(d) of this Agreement, the Executive shall be entitled to benefits
upon such Involuntary Termination as provided under this Agreement.
(b) Obligations. The Executive shall devote his full business
efforts and time to the Company and its subsidiaries. The foregoing, however,
shall not preclude the Executive from engaging in such activities and services
as do not interfere or conflict with his responsibilities to the Company.
2. Termination. This Agreement shall continue in force and effect until
the earliest of: (i) December 31, 2001 or (ii) until such time as notice of
non-renewal or termination of this Agreement is given in writing by either the
Company or the Executive to the other (the "Termination Event"). The Company and
the Executive agree to meet to negotiate in good faith the renewal of this
Agreement two (2) months prior to the expiration date of this Agreement. This
Agreement may be extended for an additional period or periods by mutual written
agreement of the Company and the Executive. A termination of
the terms of this Agreement where the parties are unable to agree to renewal
terms shall not affect the payment or provision of compensation or benefits on
account of a termination of employment occurring prior to the termination of the
terms of this Agreement, nor affect Executive's right to twelve (12) months of
Base Compensation as severance pay after the termination.
3. Compensation and Benefits.
(a) Base Compensation. The Company shall pay the Executive as
compensation for services a base salary at the annualized rate of $190,000. Such
salary shall be reviewed at least annually and may be increased from time to
time. Such salary shall be paid periodically in accordance with normal Company
payroll practice. The annual compensation specified in this Section, as adjusted
from time to time, before any salary reduction under Section 401(k) of the
Internal Revenue Code, deferred compensation plan or agreement or any other
benefit or plan requiring reduction of salary, is referred to in this Agreement
as "Base Compensation".
(b) Bonus. The Executive shall be entitled to an annual bonus
("Targeted Incentives") of not less than $80,000 per year, based on the
successful completion of certain objectives designated by the Board of the
Company. 1999 Targeted Incentives are outlined in Exhibit A, attached hereto.
(c) Vacation. The Executive shall be entitled to four (4) weeks
of paid vacation per year or such additional vacation as may be permitted from
time to time by Company policy.
(d) Executive Benefits. The Executive shall be eligible to
participate in the employee benefit plans and executive compensation programs
maintained by the Company of general applicability to other key executives of
the Company, including (without limitation) retirement plans, savings or
profit-sharing plans, deferred compensation plans, supplemental retirement or
excess-benefit plans, stock option and incentive plans and life, disability,
health, accident and other insurance programs, paid vacations, and similar plans
or programs, subject in each case to the generally applicable terms and
conditions of the plan or program in question and to the determination of the
Board or any committee administering such plan or program. Participation shall
be consistent with the Executive's position as Chief Executive Officer and
President of the Company. The Company shall reimburse the Executive for all
reasonable business and travel expenses actually incurred or paid by the
Executive in the performance of services on behalf of the Company, in accordance
with the Company's expense reimbursement policy as in effect from time to time.
4. Severance Benefits.
(a) Termination of Employment During Term of Agreement. If the
Executive's employment with the Company terminates during the term of this
Agreement, then the Executive shall be entitled to receive severance benefits as
follows:
(i) Involuntary Termination. If, at any time during the term
of this Agreement, the Executive's employment terminates as a result of
Involuntary Termination other than for Cause, Disability or death, or the
Company breaches any of the material terms of this Agreement
-2-
(either of the foregoing, an "Event"), the Company shall pay the Executive
severance in the amount of one-twelfth (1/12) of the Base Compensation of the
Executive at the time of such termination (without giving effect to any
reduction in Base Compensation that resulted in such Involuntary Termination)
per month, for a period of twelve (12) months.
(ii) Voluntary Resignation; Termination for Cause. If the
Executive's employment terminates by reason of the Executive's voluntary
resignation (and is not an Involuntary Termination), or if the Executive is
terminated for Cause, then the Executive shall not be entitled to receive
severance or other benefits except for those (if any) as may then be established
(and applicable) under the Company's then-existing severance and benefits plans
and policies at the time of such termination.
(iii) Disability; Death. If the Company terminates the
Executive's employment as a result of the Executive's Disability, or such
Executive's employment is terminated due to the death of the Executive, then the
Executive shall not be entitled to receive severance or other benefits except
(i) those (if any) as may then be established (and applicable) under the
Company's then-existing severance and other benefits plans and policies at the
time of such Disability or death, (ii) benefits required by applicable laws, and
(iii) in the case of death, the Executive's salary for twenty six (26) weeks
payable to the Executive's surviving spouse, or if the Executive has no spouse,
to the Executive's estate. In the event of termination as a result of Disability
under this Agreement, the Executive shall be entitled to the benefits provided
under the Company's then-existing disability or extended sick pay plan, for so
long as such Executive continues to be disabled under this Agreement or benefits
otherwise terminate under such plan, whether or not the Executive is deemed to
be disabled under such plan.
(b) Continuing Benefits. In the event the Executive is entitled
to severance benefits pursuant to subsection 4(a)(i), then in addition to such
severance benefits, the Executive shall receive Company-paid health, dental,
vision, disability and life insurance coverage as provided to such Executive
immediately prior to the Executive's termination, upon the terms and conditions,
including deductibles and co-payments, provided in the Company's then-existing
plans, policies and programs, for a period of twelve (12) months.
(c) Accrued Salary, Benefits and Expenses. In addition, (i) the
Company shall pay the Executive any unpaid base salary for periods prior to the
Termination Date; (ii) the Company shall pay the Executive all of the
Executive's accrued and unused vacation through the Termination Date; (iii)
unless the Executive has voluntarily resigned his employment (other than an
Involuntary Termination) or unless the Company has terminated Executive's
employment for Cause, Company shall pay the proforma amount of any Targeted
Incentives from the beginning of the fiscal year to the date to the Termination
Date, based on percentage of Target Incentives achieved, and (iv) following
submission of proper expense reports by the Executive, the Company shall
reimburse the Executive for all expenses reasonably and necessarily incurred by
the Executive in connection with the business of the Company prior to
termination. These payments shall be made promptly upon termination and within
the period of time mandated by law.
-3-
(d) Retirement Plans. In addition to any other retirement rights
to which the Executive may be legally entitled by contract or pursuant to any
plan or program, the Company shall pay the Executive regularly scheduled
payments which shall commence on Executive's normal retirement age or earlier if
Executive elects early retirement and shall be payable in accordance with the
Company's then-existing retirement plan, if any, determined as though the
Executive continued his employment with the Company for an additional twelve
(12) months following the Termination Date or until Executive has attained
normal retirement age under such Plan, whichever occurs earlier. For purposes of
determining the amount the Executive is to receive the Company shall utilize the
greater of the Executive's compensation as defined under any such retirement
plan in effect on the date of this Agreement for the year including the
Termination Date.
(e) Options. In the event the Executive is entitled to severance
benefits pursuant to subsection 4(a)(i), the Executive's stock options and other
exercise rights shall remain exercisable in accordance with the provisions of
the Stock Option Plan, and, in accordance with Section 4 (f) below.
(f) Vesting of Benefits. If the Executive's employment terminates
as a result of Involuntary Termination other than Cause, Disability, or death,
or if a Change-of-Control occurs as defined herein, then any unvested benefits
on the date of termination or the date of Change-of-Control, including stock
options, restricted stock, stock appreciation rights, growth units, or other
incentive compensation, shall immediately accelerate and one hundred percent
(100%) of such unvested benefits shall become fully vested and exercisable. The
Executive shall thereupon have fully vested rights to such benefits in
accordance with the terms of the applicable plan or agreement and will have a
period of twelve (12) months from the date of termination or the date of the
Change-in-Control to exercise such stock options, stock appreciation rights,
growth units or restricted stock.
(g) Deferred Compensation. Any compensation deferred by the
Executive shall be subject to the terms and conditions of any applicable plan or
agreement, and shall not be affected or altered by this Agreement.
5. Limitation on Payments. In the event that any payment or benefit
received or to be received by the Executive pursuant to this Agreement or
otherwise (collectively the "Payments") would be subject to the Excise Tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), or any similar or successor provision (the "Excise Tax"), the Company
shall pay to the Executive within ninety (90) days of the Termination Date (or,
if earlier, within ninety (90) days of the date the Executive becomes subject to
the Excise Tax), an additional amount (the "Gross-Up Payment") such that the net
amount retained by the Executive, after deduction of any Excise Tax and any
federal (and state and local) income tax on the Payments, shall be equal to the
Payments minus all applicable taxes on the Payments. For purposes of determining
whether any of the Payments will be subject to the Excise Tax and the amount of
Excise Tax, (i) any other payments or benefits received or to be received in
connection with a Change of Control of the Company or the Executive's
termination of employment (whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company), shall be treated as
"parachute payments" within the meaning of Section
-4-
280G(b)(2) of the Code or any similar or successor provision, and all "excess
parachute payments" within meaning of Section 280G(b)(1) or any similar or
successor provision shall be treated as subject to the Excise Tax, unless in the
opinion of tax counsel selected by the Company such other payments or benefits
(in whole or in part) do not constitute parachute payments, or such excess
parachute payments (in whole or in part) represent reasonable compensation for
services within the meaning of Section 280G(b) or any similar or successor
provision of the Code in excess of the base amount within the meaning of Section
280G(b)(3) or any similar or successor provision of the Code, or are otherwise
not subject to Excise Tax; (ii) the amount of the Payments which shall be
treated as subject to the Excise Tax shall be equal to the lesser of (A) the
total amount of the Payments or (B) the amount of the excess parachute payments
within the meaning of Section 280G(b)(1) (after applying clause (i) above), and
(iii) the value of any non-cash benefits or an deferred payment or benefit shall
be determined by the Company's independent auditors in accordance with the
principles of Section 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income taxes at the highest nominal marginal rate of federal income
taxation in the calendar year in which the Gross-Up Payment is to be made and
state and local income taxes at the highest nominal marginal rate of taxation in
the state and locality of the Executive's residence on the Termination Date, net
of the maximum reduction in federal income taxes which could be obtained from
deducting of such state and local taxes. In the event that the Excise Tax is
subsequently determined to be less than the amount taken into account hereunder
at the time of termination of the Executive's employment, the Executive shall
repay to the Company at the time that the amount of such reduction in Excise Tax
is finally determined the portion of the Gross-Up Payment attributable to such
reduction (plus the portion of the Gross-Up Payment attributable to the Excise
Tax and federal (and state and local) income tax imposed on the Gross-Up Payment
being repaid by the Executive if such repayment results in a reduction in Excise
Tax and/or a federal (and state and local) income tax deduction) plus interest
on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of
the Code. In the event that the Excise Tax is determined to exceed the amount
taken into account hereunder at the time of the termination of the Executive's
employment (including by reason of a payment the existence or amount of which
cannot be determined at the time of the Gross-Up Payment), the Company shall
make an additional Gross-Up Payment in respect of such excess (plus any interest
payable with respect to such excess) at the time that the amount of such excess
is finally determined.
6. compete; Confidentiality
(a) If the Executive's employment terminates by reason of
voluntary resignation (including an Involuntary Termination) or for Cause,
Executive for a period of one (1) year after such termination, will not (i)
solicit, accept or perform directly or indirectly any work with, nor will
Executive, directly or indirectly, engage in, undertake planning for or
organization of, or have any interest in (whether as an employee, officer,
director, agent, security holder, consultant, investor or similar position) any
individual, entity or organization that is engaged in the design, development,
provision or sales and marketing of any products or services which directly
compete with the Company's business, including, without limitation, any product
for the creation, compression, storage, retrieval or analysis of relational
databases or any other data warehousing, data mining and business intelligence
products, or any products that the Executive was directly engaged in with the
Company (collectively "Restricted Business"), or (ii) (A)
-5-
solicit for employment or other engagement any person who is employed by the
Company or (B) induce or influence, any person who is employed by the Company or
may be so employed by the Company during the one year period following your
termination, to terminate his or her employment with the Company, without prior
written agreement of the Company.
(b) The Executive agrees that during his employment with the
Company, he shall not engage in, own, manage or control, or participate in the
ownership, management or control, directly or indirectly, of any person, firm,
corporation or other entity engaged in a Restricted Business anywhere in the
United States of America (the "Restricted Area"). Notwithstanding the foregoing,
the Executive may acquire shares representing not more than 5% of the
outstanding securities of any publicly traded company engaged in the Restricted
Business. The covenant not to compete contained in this Section 6 shall be
construed as a series of separate covenant, one for each state. If, in any
judicial proceeding, a court shall refuse to enforce any of such separate
covenants, such unenforceable covenant shall be deemed deleted from this
Agreement to the extent necessary to permit the remaining separate covenants not
to compete included in this Section 6 to be enforced.
(c) Any inventions, processes, methods, formulas, discoveries,
concepts or ideas or expressions thereof ("Inventions"), whether or not subject
to patent, copyright, trademark or service ▇▇▇▇ protection, and whether or not
reduced to practice, conceived or developed by Executive, either solely or
jointly, while employed by Company or within one (1) year following termination
of such employment which relate to or result from the actual or anticipated
business, research or investigation of Company or which are suggested by or
result from any task assigned to or performed by Executive for Company shall be
the sole and exclusive property of Company. Executive hereby assigns to Company
and its assignees the entire right, title and interest in and to any Inventions.
Executive without any additional consideration from Company shall sign such
other documents as may be prepared by Company and provide other reasonable
assistance to effect the foregoing.
(d) Executive agrees to protect all of the Company's Confidential
Information as provided in this Agreement.
(i) Confidential Information shall mean compensation data,
employee lists, financial and legal information,
marketing plans and strategies, pending projects and
proposals, methods, concepts, skills, techniques,
writings, cases, exercises, program outlines, business
problems or issues, organizational charts or other
information of possible use by a competitor; research
and development, technological data, all proprietary
and trade secret information, actual and potential
customer and vendor lists, documentation, software,
know-how and information relating to the past, present
or future business of Company or any plans relating to
the foregoing and the confidential and proprietary
information of third parties that do business with
Company and learned during Executive's employment and
shall include the physical or electronic embodiment of
such information, including but not limited to
written, computer or video materials, audio-visual
aids, customer lists, contracts, reports, formats,
manuals, memoranda and correspondence. This Agreement
shall not apply to any Confidential
-6-
Information after it becomes publicly available
through no fault of Executive.
(ii) Executive shall not use or disclose any of the
Company's Confidential Information without the
Company's prior written permission, except for
publicly available information. Executive agrees to
hold in confidence and not disclose to third parties,
including the Company, and not use for Executive's own
or other's benefit, Confidential Information received
from or about third parties under an obligation of
confidentiality. To the extent that Executive lawfully
receives Confidential Information of third parties in
the course of Executive's employment with the Company
Executive may use such third party Confidential
Information for the benefit of the Company. Executive
agrees that he will not, without the written
permission of the Company, use the Company's
Confidential Information for any purpose other than in
the course of his employment.
(iii) Executive represents that he has no obligations or
commitments inconsistent with this Agreement.
(iv) Executive agrees to limit disclosure of the Company's
Confidential Information only to those other
employees, agents, contractors and representatives of
the Company who reasonably require such information in
the ordinary course of employment. Executive shall not
disclose the Company's Confidential Information to any
third party and shall use all reasonable safeguards to
prevent the unauthorized disclosure of such
Confidential Information.
(v) Upon termination of Employee's association with the
Company, Executive agrees to promptly return all
materials containing the Company's Confidential
Information including all extracts and copies thereof,
to the Company and all personal property of the
Company in his possession.
(vi) Executive agrees that the remedy at law of the Company
would be inadequate as to any unauthorized use or
disclosure of the Company's Confidential Information
by Executive and agrees that the Company shall be
entitled to preliminary and permanent injunctions in
any court of competent jurisdiction to prevent such
unauthorized use or disclosure by Executive.
7. Definition of Terms. The following terms referred to in this
Agreement shall have the following meanings:
(a) Cause. "Cause" shall mean:
(i) Executive's failure to begin to substantially perform
his duties or responsibilities hereunder for a period of fifteen (15) days after
written notice thereof from the Board to Executive setting forth in reasonable
detail the respects in which the Company believes Executive has not
substantially performed his duties or responsibilities hereunder or continued
failure to begin to substantially perform such duties or responsibilities for a
period of thirty (30) days after such written notice;
-7-
(ii) Executive personally engaging in knowing and
intentional illegal conduct which is seriously injurious to the Company or its
affiliates;
(iii) Executive being convicted of a felony, or committing
an act of dishonesty or fraud against, or the misappropriation of property
belonging to, the Company or its affiliates;
(iv) Executive knowingly and intentionally breaches in any
material respect the terms of Section 6, above, or any confidentiality agreement
or invention or proprietary information agreement with the Company;
(v) Executive's commencement of employment with another
employer while he is an Executive of the Company, without the Company's written
consent; or
(vi) any material breach by Executive of any material
provision of this Agreement for which a cure is not initiated within fifteen
(15) days of notice thereof from the Board to Executive or which remains uncured
for thirty (30) days following such notice.
(b) Change of Control. "Change of Control" shall mean the
occurrence of any of the following events:
(i) Any "person" or "group" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing 50% or more of
the total voting power represented by the Company's then outstanding voting
securities; or
(ii) The Company affects a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation, or the Company approves a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all the Company's assets (other than to a subsidiary or
subsidiaries).
(c) Disability. "Disability" shall mean that the Executive has
been unable to perform his duties under this Agreement for a period of three or
more consecutive months due to illness, accident or other physical or mental
incapacity.
(d) Involuntary Termination. "Involuntary Termination" shall
include, but not be limited to,
-8-
(i) the continued assignment to Executive of any duties or
the continued material reduction of Executive's duties, either of which is
substantially inconsistent with the level of Executive's position with the
Company, for a period of thirty (30) days after notice thereof from Executive to
the Board of Directors setting forth in reasonable detail the respects in which
Executive believes such assignments or duties are substantially inconsistent
with the level of Executive's position;
(ii) a reduction in Executive's salary (other than any such
reduction applicable to officers of the Company generally);
(iii) a reduction by the Company in the kind or level of
Executive benefits (other than salary and bonus) to which Executive is entitled
immediately prior to such reduction with the result that Executive's overall
benefits package (other than salary and bonus) is materially reduced (other than
any such reduction applicable to officers of the Company generally);
(iv) any purported termination of the Executive's employment
by the Company other than for Cause or as a result of the Executive's
Disability;
(v) the failure of the Company to obtain the assumption of
this Agreement by any successors contemplated in Section 8 below; or
(vi) any material breach by the Company of any material
provision of this Agreement which continues uncured for thirty (30) days
following notice thereof; provided that none of the foregoing shall constitute
Involuntary Termination to the extent Executive has agreed thereto.
(e) Termination Date. "Termination Date" shall mean (i) if the
Executive's employment is terminated by the Company for Disability, thirty (30)
days after notice of termination is given to the Executive (provided that the
Executive shall not have returned to the performance of the Executive's duties
on a full-time basis during such thirty (30) day period), (ii) if the
Executive's employment is terminated by the Company for any other reason, 30
days from the date on which a notice of termination is given, or (iii) if the
Agreement is terminated by the Executive, 30 days from the date on which the
Executive delivers the notice of termination to the Company.
8. Successors.
(a) Company's Successors. Any successor to the Company (whether
direct or indirect and whether by purchase, lease, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company's business
and/or assets shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such obligations
in the absence of a succession. For all purposes under this Agreement, the term
"Company" shall include any successor to the Company's business and/or assets
which executes and delivers the assumption agreement described in this
subsection (a) or which becomes bound by the terms of this Agreement by
operation of law.
-9-
(b) Executive's Successors. The terms of this Agreement and all
rights of the Executive hereunder shall inure to the benefit of, and be
enforceable by, the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.
9. Notice.
(a) General. Notices and all other communications contemplated by
this Agreement shall be in writing and shall be deemed to have been duly given
when personally delivered or when mailed by U.S. registered or certified mail,
return receipt requested and postage prepaid. In the case of the Executive,
mailed notices shall be addressed to him at the home address that he most
recently communicated to the Company in writing. In the case of the Company,
mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its Corporate Secretary.
(b) Notice of Termination. Any termination by the Company for
Cause or by the Executive as an Involuntary Termination shall be communicated by
a notice of termination to the other party hereto given in accordance with this
Agreement. Such notice shall indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision so
indicated, and shall specify the termination date (which shall be not more than
30 days after the giving of such notice). The failure by the Executive to
include in the notice any fact or circumstance which contributes to a showing of
Involuntary Termination shall not waive any right of the Executive hereunder or
preclude the Executive from asserting such fact or circumstance in enforcing his
rights hereunder.
10. Confidentiality. Except as required by applicable laws, neither
party shall disclose the contents of this Agreement without first obtaining the
prior written consent of the other party, provided, however, that the Executive
may disclose this Agreement to his attorney, financial planner and tax advisor
if such persons agree to keep the terms hereof confidential.
11. Miscellaneous Provisions.
(a) Waiver. No provision of this Agreement shall be modified,
waived or discharged unless the modification, waiver or discharge is agreed to
in writing and signed by the Executive and by an authorized officer of the
Company (other than the Executive). No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.
-10-
(b) Whole Agreement; Integration. This Agreement and any written
agreements or other documents evidencing matters referred to herein and any
written Company existing plans that are referenced herein represent the entire
agreement and understanding between the parties as to the subject matter hereof.
No waiver, alteration, or modification, if any, of the provisions of this
Agreement shall be binding unless in writing and signed by duly authorized
representatives of the parties hereto.
(c) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York. The parties hereto irrevocably consent to the exclusive personal
jurisdiction of the state and federal courts of the County of Nassau, State of
New York.
(e) Severability. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.
(f) No Assignment of Benefits. The rights of any person to
payments or benefits under this Agreement shall not be made subject to option or
assignment, either by voluntary or involuntary assignment or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process, and any action in violation of this subsection (f) shall be
void.
(g) Employment Taxes. All payments made pursuant to this
Agreement will be subject to withholding of applicable income and employment
taxes.
(h) Assignment by Company. The Company may assign its rights
under this Agreement to an affiliate, and an affiliate may assign its rights
under this Agreement to another affiliate of the Company or to the Company;
provided, however, that the Company shall remain jointly and severally liable
under this Agreement, and provided further, that no assignment shall be made if
the net worth of the assignee is less than the net worth of the Company at the
time of assignment. In the case of any such assignment, the term "Company" when
used in a section of this Agreement shall mean the corporation that actually
employs the Executive.
(i) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
(j) Legal Fees. In the event that, after a Change of Control, the
Executive is required to enforce this Agreement or to procure the benefits
hereunder through arbitration or litigation, the Executive shall be entitled to
reasonable legal fees and all out-of-pocket expenses.
(k) Interest. In the event that the Company fails to make any
payment hereunder or afford any benefit when due, the Company shall pay interest
at the rate of the publicly-announced prime rate of interest of Chase Manhattan
Bank or its successor in effect from time to time plus 3%, or the maximum amount
permitted by law, whichever is less.
-11-
IN WITNESS WHEREOF, each of the parties has executed this
Agreement, in the case of the Company by its duly authorized officer, as of the
day and year first above written.
"COMPANY" QUERYOBJECT SYSTEMS CORPORATION
/s/
----------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President & Chief Executive Officer
"EXECUTIVE" ▇▇▇▇▇▇ ▇▇▇▇
/s/
----------------------------------------------------
EXHIBIT A
For fiscal 1999, the Targeted Incentives will include the following components:
Base
Amount
------
Related to Stock Price $40,000*
Related to Sales $40,000**
$80,000
* If the closing stock price of QueryObject for twenty days out of 30
consecutive trading days through April 30, 2000 (the "Closing Price") is at
least $1.50, then a $20,000 incentive will be earned. If the Closing Price is at
least $2.50, then a $40,000 incentive will be earned. If the Closing Price is at
least $3.25, then a $60,000 incentive will be earned. If the Closing Price is at
least $4.00, then a $80,000 incentive will be earned. The Closing Price must not
decrease by more than 25% from these levels for a period of 30 calendar days
after the measurement point for the incentive to be earned.
** If the consolidated sales of QueryObject for 1999 is less than 85% of Plan
(Plan is $3,000,000; 85% is $2,550,000) then no incentive is earned. At
$2,550,000 to $3,000,000 the incentive rate is 1.6%. At $3,000,000 to $4,000,000
the incentive rate is 2%. Sales of over $4,000,000 carry an incentive rate of
2.4%. The following illustrates the incentive;
Sales Levels Rate Incentive Amount
------------ ---- ----------------
Below $2,550,000 0 0
$2,550,000 to $2,999,999 1.6% Up to $48,000
$3,000,000 to $3,999,999 2% Up to $80,000
$4,000,000 and over 2.4% $96,000 and over
NOTE - If sales are $2,550,000 and the stock price is $2.50, the total incentive
will be $80,800. If sales are $3,000,000 and the stock price is $4.00, the total
incentive will be $140,000.