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Exhibit 10.11
EMPLOYMENT AGREEMENT
MADE this 1st day of October 1996, by and between:
SEEC, INC. a Pennsylvania Corporation, ("SEEC" hereinafter)
AND
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an individual, ("EMPLOYEE" hereinafter)
WITNESSETH:
WHEREAS, SEEC is in the business of developing and marketing software;
and
WHEREAS, EMPLOYEE is presently an at will employee of SEEC, and SEEC
wishes to provide increased remuneration and benefits, in return for a
formalized employment agreement which contains, among other things, certain
restrictive covenants; and
WHEREAS, SEEC and EMPLOYEE wish to enter into an employment agreement
on the following terms and conditions;
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
TERM AND SCOPE OF EMPLOYMENT
SECTION 1. TERM. SEEC will employ EMPLOYEE for a period of two (2)
years from the date of this Agreement unless this Agreement is terminated
before that time, in accordance with the terms of Article VI hereof.
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SECTION 2. SCOPE. EMPLOYEE shall hold the position of Vice President
and perform such duties and responsibilities (and have such titles) as SEEC's
Chief Executive Officer and its Board of Directors may from time to time
designate in connection with the said position. SEEC expressly reserves the
right, in the exercise of its sole discretion, to make changes in EMPLOYEE's
duties and responsibilities, so long as such changes are appropriate to
EMPLOYEE's position and do not amount to a demotion. During the term of
EMPLOYEE's employment, EMPLOYEE shall work for SEEC on a full time basis, and
shall use his best efforts to further the best interests and welfare of SEEC.
During the term of his employment, EMPLOYEE agrees that the will refrain from
performing, directly or indirectly, any work or services whatsoever for any
third person without the written authorization of SEEC.
SECTION 3. EMPLOYEE agrees to abide by such lawful employment policies
and regulations as SEEC may from time to time adopt, and such specific
instructions and directions to EMPLOYEE as SEEC lawfully may give, from time to
time.
ARTICLE II
SALARY, FRINGE BENEFITS AND STOCK OPTIONS
SECTION 1. SALARY AND BONUS. EMPLOYEE shall be paid an annual salary
in the amount of Eighty-Eight Thousand Dollars ($88,000) (the "Base Salary"),
payable in periodic payments in accordance with SEEC's normal payroll practices
currently in effect, or such other payroll practices as SEEC may adopt from
time to time. The Base Salary shall increase to Ninety-Six Thousand Eight
Hundred Dollars ($96,800) upon the closing of an initial public offering of
SEEC's Common Stock or the closing of any other equity financing the gross
proceeds of which to SEEC equal or exceed $5 million. EMPLOYEE shall also be a
participant in the executive bonus plan the Compensation Committee of the Board
of Directors shall adopt following the closing of any such initial public
offering or other equity financing.
SECTION 2. FRINGE BENEFITS. EMPLOYEE will be entitled to such
health insurance and other employee benefits as SEEC makes available generally
to its employees in SEEC's discretion.
SECTION 3. REIMBURSEMENTS. SEEC will reimburse EMPLOYEE for
all reasonable travel and other expenses which EMPLOYEE incurs due to
activities required by SEEC.
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ARTICLE III
INVENTIONS, DISCOVERIES, AND IMPROVEMENTS
SECTION 1. All inventions, discoveries, improvements or copyrightable
materials ("Discoveries" ) which EMPLOYEE conceives or makes, solely or in
conjunction with others, during his period of employment with SEEC, in any
field in which, during the term of this Agreement, SEEC is or plans to be
engaged, and in all related fields, are the sole and exclusive property of
SEEC. All such Discoveries made with two (2) years following termination of his
employment shall be deemed to fall within this provision, unless EMPLOYEE bears
the burden of proving, by evidence that is clear and convincing, that they were
conceived and made after the termination of his employment with SEEC.
SECTION 2. EMPLOYEE agrees that he will promptly disclose all
Discoveries to SEEC, and hereby assigns and conveys to SEEC all his right,
title and interest in and to all such Discoveries. EMPLOYEE will assist SEEC,
at its request, in preparing copyright applications, both United States and
foreign, covering all such Discoveries, and will sign and deliver all
documents, and do all things reasonable or necessary to secure and protect
SEEC's ownership interests in all Discoveries. All costs incidental to
EMPLOYEE's performance under this Article, as requested by SEEC, shall be born
by SEEC.
ARTICLE IV
CONFIDENTIALITY OF PROPRIETARY DATA
SECTION 1. For the purposes of this Agreement, all technical,
commercial and business information to which EMPLOYEE obtains access during the
course of his employment, including without limiting the generality of the
foregoing, all memoranda, notes, computer data, computer programs,
spreadsheets, graphs, print-outs, customer lists, customer and trade data,
materials and equipment data, market data, financial data, contracts, orders,
plans, designs, drawings, processes, formulae, codes, apparatus, products,
discoveries, inventions, bug-fixes, improvements, and all other records,
recordings or documents whatsoever, whether belonging to SEEC, or to any third
party, shall be deemed Proprietary Information, regardless of whether or not it
falls within the common-law definition of trade secrets, unless it is lawfully
in the public domain ("Proprietary Information").
SECTION 2. EMPLOYEE agrees to keep confidential all Proprietary
Information to which he has access during the course of his employment.
EMPLOYEE agrees that while such Proprietary Information is in his possession,
he
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shall be deemed to hold the same in trust for SEEC's sole benefit, and shall
not use the same for any purpose, or disclose the same to any person, other
than in the performance of his required employment duties for SEEC, without
SEEC's written consent. Without limiting the generality of the foregoing,
EMPLOYEE acknowledges that in the course of his employment, he may obtain
access to the Proprietary Information of third parties who are doing business
with SEEC. Such information may or may not be marked "Confidential". EMPLOYEE
agrees that he will not use or disclose any third party Proprietary Information
which he obtains during the course of his employment for SEEC for any purpose
other than the performance of his required employment duties for SEEC.
ARTICLE V
NON-COMPETE COVENANT
SECTION 1. EMPLOYEE agrees that for a period of two (2) years after
his employment with SEEC is terminated, he will not, directly or indirectly,
work in the United States, India, Mexico or Canada, for any third party, or for
himself, in marketing and selling software products in direct competition with
the software products marketed or sold by SEEC while EMPLOYEE was employed by
SEEC.
SECTION 2. The non-compete covenant described in Section 1 of this
Article shall not be applicable in any of the following circumstances:
(1) If EMPLOYEE is laid off or terminated by
SEEC under the provisions of Article VI
Section 3 of this Agreement; or
(2) If his employment is terminated without
good cause or otherwise in violation of
this Agreement; or
(3) If EMPLOYEE terminates this Agreement in
accordance with Article VI Section 4
because SEEC is in violation of this
Agreement; or
(4) If any event should occur that gives rise
to the incurrence by SEEC of a severance
obligation to EMPLOYEE under Article VII of
this Agreement.
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ARTICLE VI
TERMINATION
SECTION 1. The initial term of this Agreement shall be for a period of
two (2) years from the date first above written. Thereafter, this Agreement
shall be renewed automatically, from year to year, unless either party gives
written notice to the other of an intent to terminate, not less than thirty
(30) days before the expiration of the then current term of this Agreement. All
provisions of this Agreement shall continue in full force and effect for any
renewed term unless specifically changed by written Agreement of the parties.
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. SEEC may terminate the employment of EMPLOYEE at any time,
for good cause, without notice. Without limiting the generality of the
foregoing, good cause for termination shall include any conduct of EMPLOYEE
which is in violation of this Agreement, or EMPLOYEE's dishonesty, disloyalty,
willful misconduct, negligence or refusal or unwillingness to perform his
duties hereunder in good faith and to the best of his ability.
SECTION 3. If at any time and from time to time, SEEC, in its sole
discretion, determines that the financial interests of SEEC render it advisable
to lay EMPLOYEE off, or terminate EMPLOYEE's employment, SEEC may lay-off or
terminate EMPLOYEE without being deemed in breach of this Agreement; provided
however, in such event, EMPLOYEE will not be bound by the non-compete covenant
specified in Article V Section 1 of this Agreement.
SECTION 4. EMPLOYEE may terminate this Agreement on thirty (30) days
written notice to SEEC, for any violation of the terms of this Agreement which
SEEC has knowingly failed to cure.
SECTION 5. Except as specified to the contrary in this Agreement, the
following provisions shall survive termination of this Agreement:
(1) Article III relating to Inventions, Discoveries and
Improvements;
(2) Article IV relating to Confidentiality of Proprietary
Data;
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(3) Article V relating to Non-Compete Covenant;
(4) Any obligation of SEEC to pay wages or fringe
benefits not paid as of the date of termination; and
(5) The provisions of Article VII to the extent
necessary to enforce any right arising out of this
Agreement.
ARTICLE VII
SEVERANCE AGREEMENT
SECTION 1. SEVERANCE OBLIGATIONS. If on or after the date of a "Change
in Control" (as defined below), SEEC, for any reason, terminates EMPLOYEE'S
employment or EMPLOYEE resigns "for good reason" (as defined below), then SEEC
shall pay to EMPLOYEE within five days following the date of termination or
date of resignation: (i) EMPLOYEE'S salary and benefits through the termination
date or resignation date, both as in effect on the date prior to the date of
the Change in Control; and (ii) the amount of any bonus payable to EMPLOYEE for
the year in which the Change in Control occurred, pro rated to take into
account the number of days that have elapsed in such year prior to the
termination date or the resignation date. In addition, during the nine-month
period following the termination or resignation date, SEEC shall continue to
pay to EMPLOYEE his annual salary, as in effect on the day prior to the date of
the Change in Control on the dates when such salary would have been payable,
had EMPLOYEE remained employed by SEEC and shall continue to provide to
EMPLOYEE during such nine-month period, at no cost to EMPLOYEE, the benefits
EMPLOYEE was receiving on the day prior to the date of the Change in Control or
benefits EMPLOYEE was receiving on the day prior to the date of the Change in
Control or benefits substantially similar thereto.
SECTION 2. DEFINITIONS OF CHANGE OF CONTROL. A "Change in Control" is
deemed to occur upon any of the following events: (i) any individual,
corporation, partnership, association, trust or other entity becomes the
beneficial owner (as defined in Rule 13(d)(3) under the Securities Exchange Act
of 1934), directly or indirectly, of securities of SEEC representing 50% or
more of the combined voting power of SEEC's then outstanding voting securities;
(ii) the individuals who as of the date of this Agreement are members of the
Board of Directors of SEEC (the "Incumbent Board"), cease for any reason to
constitute at least a majority of the Board of Directors of SEEC (provided,
however, that if the election, or nomination for election by SEEC's
shareholders, of any new director was approved by a vote of a least a majority
of the Incumbent Board, such new director will, be considered as
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a member of the Incumbent Board); (iii) an agreement by SEEC to
consolidate or merge with any other entity pursuant to which SEEC will
not be the continuing or surviving corporation or pursuant to which
shares of the Common Stock of SEEC would be converted into cash,
securities or other property, other than a merger of SEEC in which
holders of the Common Stock of the surviving corporation immediately
after the merger would have the same proportion of ownership of Common
Stock of the surviving corporation immediately after the merger; (iv) an
agreement of SEEC to sell, lease, exchange or otherwise transfer in one
transaction or a series of related transactions substantially all the
assets of SEEC; (v) the adoption of any plan or proposal for a complete
or partial liquidation or dissolution of SEEC; or (vi) an agreement to
sell more than 50% of the outstanding voting securities of SEEC in one
or a series of related transactions other than an initial public
offering of voting securities registered with the Securities and
Exchange Commission.
SECTION 3. DEFINITION OF "GOOD REASON". The term "good reason" means:
(i) a material diminution by SEEC of EMPLOYEE'S title or responsibilities, as
that title and those responsibilities existed on the day prior to the date of a
Change in Control; (ii) a material diminution by SEEC in EMPLOYEE'S salary,
benefits or incentive or other forms of compensation, all as in effect on the
day prior to the date of a Change in Control; or (iii) any reassignment of
EMPLOYEE or relocation of SEEC's principal executive offices outside of the
greater Pittsburgh area.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. NOTICES. Any notices 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 THE EMPLOYEE AT:
SEEC, Inc. c/o SEEC, Inc.
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SECTION 2. BINDING ARBITRATION. The parties agree that all claims,
disputes and other matters in question between them, arising out of or related
to this Agreement, and the rights, duties and obligations arising thereunder or
the breach thereof, shall be decided by common-law arbitration in Pittsburgh,
PA, in accordance with the Rules of the American Arbitration Association then
prevailing, unless the parties mutually agree otherwise; provided however, SEEC
shall have the right to obtain preliminary or permanent injunctive relief from
a court of appropriate jurisdiction while the arbitration process is
continuing, and/or after the Board of Arbitrators renders its decision on the
merits; provided further, if either party would be entitled to join a third
party if the proceeding were brought before a court of applicable jurisdiction,
then in the interests of judicial economy, either party may litigate all
disputes against the other party 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
provision shall not be deemed to confer exclusive subject matter jurisdiction
over such courts. This Agreement shall not be construed as a consent to
arbitrate any dispute with any person who is not party to this Agreement.
SECTION 3. SERVICE OF PROCESS. Service of Process in Arbitration or in
Court may be made by certified mail, return receipt requested, to either party
at the addresses specified in Section 1 above of this Article, which service
shall be complete upon mailing.
SECTION 4. 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.
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.
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SECTION 7. INTEGRATION AND AMENDMENTS. 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. 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 a duly
authorized representative of the party to be bound.
SECTION 8. SUCCESSORS AND ASSIGNS. 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.
SECTION 9. GENDER AND NUMBER. All references in this Agreement to the
singular and/or to the masculine gender, shall be deemed to include the plural
and/or feminine gender, where appropriate.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, as of the date first above written.
ATTEST: SEEC, INC.
______________________________(SEAL) By:___________________________
President
Secretary or Treasurer
WITNESS: EMPLOYEE
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