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EXHIBIT 10.7
EMPLOYMENT AGREEMENT
This Agreement for Employment is made this 16th day of November, 1998,
by and between North American Software Associates, Ltd. ("Employer") and ▇▇▇
▇▇▇▇▇▇▇ III, ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Employee").
For good and valuable consideration, receipt of which is hereby
acknowledged, the Employer shall employ Employee subject to the following terms
and conditions:
1. The Employee shall commence employment on or before November 16, 1998.
2. The Employee shall perform the following duties and responsibilities:
(a) The Employee shall perform the duties and responsibilities as
Vice President of Employer. Said duties and responsibilities shall include those
set forth in the Articles of Incorporation and Corporate By-Laws of the
Employer, which Employee acknowledges receipt of. Employer agrees to jointly
develop an organizational structure with Employee such that specific operational
functions and employees will report to Employee.
(b) The Employee shall perform such further and other duties as
are required by the Employer.
3. The Employee shall work Monday through Friday from 8 A.M. to 5 P.M. and
such additional hours as are required by the Employer for the Employee to
competently perform the duties of his position. The Employer recognizes Employee
has requested flexible work hours and Employer agrees to this request provided
the Employee fulfills the duties and responsibilities as described in 2 above.
The Employee shall use his best efforts on behalf of the Employer.
4. The Employee shall comply with all stated standards of performance,
policies, rules, regulations and manuals, receipt of which by the Employee is
hereby acknowledged. The Employee shall also comply with such future Employer
policies, rules, regulations, performance standards and manuals as may be
published or amended from time to time.
5. The Employee's employment under this Agreement shall commence November
1, 1998 and shall terminate on December 31, 2001, unless terminated prior to
such time for cause.
6. The Employer shall pay to the Employee as compensation for services and
the Employee agrees to accept the sum of $100,000.00 per year payable twice a
month of $4,166.67, and be entitled to the following "fringe benefits":
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(a) Employer will provide Employee with family health insurance,
including medical, dental and life insurance, or will reimburse Employee for
Employee's current insurance plan, said current plan costing employee $600 per
month.
(b) Employer will compensate Employee at the time of signing this
agreement by a payment of $10,000, repayment of this amount being agreed to on
or before May 15, 1999 under such terms as mutually agreed to as an amendment in
writing to this agreement.
(c) Employer will provide Employee with a Company Vehicle on or
about June 30, 1999.
(d) Employer will provide Employee with 4 weeks paid vacation per
year.
(e) Employer will provide Employee with 5% of the Employer Common
Stock outstanding on June 30, 1999. These shares will be held in escrow pursuant
to terms to be jointly agreed to by Employer and Employee. Said terms will
include a vesting schedule and a purchase option good through September 30, 2001
for acquiring an additional 5% of the outstanding common shares of Employer's
common stock as of September 30, 1999 at the average closing price per share for
the previous 5 trading days.
(f) Employer will reimburse Employee for reasonable Business and
Travel Expenses within the guidelines provided by the Internal Revenue Service.
7. This contract of employment may terminate upon the occurrence of any of
the following events: (a) the death of the Employee; (b) the failure of the
Employee to perform his duties satisfactorily after notice or warning thereof;
(c) for just cause based upon non-performance of duties by Employee; (d)
economic reasons of the Employer which may arise during the term of this
Agreement and which may be beyond the control of the Employer.
8. The Employee shall not, at any times during the period hereof, and for
3 years from the date of termination of this Agreement, directly or indirectly,
within a geographic area of 1000 miles, engage in, or become involved in, any
competitive or similar business as that of the Employer.
9. Any dispute under this contract shall be required to be resolved by
mediation by a third party approved by the Employer and the Employee, said
approval will not be unreasonably withheld. If said mediation is not successful
after 90 days the parties will enter into binding arbitration. Both parties
shall agree on the selection of one arbitrator. If the parties cannot agree on a
single arbitrator each party shall select one arbitrator and both arbitrators
shall select a third. The arbitration shall be governed by the rules of the
American Arbitration Association then in force and effect.
10. This Agreement may not be assigned without prior notice by either
party, and subject to the mutual consent and approval of any such assignment.
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11. This Agreement constitutes the complete understanding between the
parties, unless amended by a subsequent written instrument signed by the
Employer and Employee.
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Employee ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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