Exhibit 10.14
EMPLOYMENT AGREEMENT
AGREEMENT entered into as of the 1st day of April, 1996, by and
between Micros-to-Mainframes, Inc., a New York corporation with its
principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ (the "Company"), and ▇▇▇▇▇ ▇▇▇▇, residing at ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (the "Employee").
W I T N E S S E T H :
WHEREAS, the Employee and the Company are parties to an employment
agreement effective October 31, 1994 ("October Employment Agreement")
whereunder the Employee is engaged by the Company in the principal
capacity of MTM Director of Advanced Technology;
WHEREAS, the Company and the Employee are desirous of renegotiating
the October Employment Agreement upon the terms and conditions
contained herein, including, but not limited to, among other things,
extending the term thereof and increasing the fixed compensation to
Employee;
WHEREAS, effective upon the execution hereof, the October
Employment Agreement shall be terminated;
WHEREAS, the Company sells computer hardware and software, de
signs and installs computer systems, provides computer consulting
services and is engaged in the development of new products and new
procedures to enhance its business;
WHEREAS, the compensation to be paid to the Employee by the
Company is at least in part dependent upon profits which may accrue to
the Company through its ownership and/or operation of processes and
procedures, involving trade secrets and proprietary information
relating to its business;
WHEREAS, the Company is engaged in a highly competitive business;
and
WHEREAS, the Company must maintain its competitive position by
protecting its inventions, trade secrets, patents, know-how, and
proprietary information.
NOW, THEREFORE, in consideration of the mutual premises and
agreements contained herein and for other good and valuable
consideration by each of the parties, the parties hereby agree as
follows:
1. Employment
The Company hereby employs the Employee and the Employee
hereby accepts employment upon the terms and conditions set forth
herein.
2. Term
The term of this Agreement (the "Term") shall commence as of
April 1, 1996 (the "Commencement Date") and conclude at 5:00 p.m. on
the third anniversary of the Commencement Date; provided, however, that
the term of this Agreement shall be automatically continued and extended
for additional consecutive twelve month periods commencing upon such
termination date, unless, at least thirty (30 ) days before the date of
termination of the initial term of this Agreement or of any such
extended term, the Company shall give the Employee, or the Employee
shall give the Company, a notice in writing electing to terminate this
Agreement as of such termination date.
3. Services To Be Rendered
During the term of this Agreement, the Employee shall serve
as either or both Co-President of the Company's to be created wholly-
owned corporation ("Newco") which will acquire substantially all of
the assets of ▇▇▇▇.▇▇▇ Results, Inc., a Connecticut corporation, and/or
MTM Advanced Technologies, Inc. (the "Subsidiaries"), as determine d by
the Company's Board of Directors in its sole discretion, and shall
perform such duties as are determined from time to time by the
Company's and the respective Subsidiaries' Board of Directors.
Attached hereto as Exhibit "A" is the general job description for such
position. Such job description shall not be deemed to be the sole
responsibilities of Employees, which responsibilities shall be
determined from time to time by the Company's and the respective
Subsidiaries' Board of Directors. The Company hereby agrees that it
will attempt to ensure that the Employee shall report to and be
supervised by ▇▇▇▇▇▇ ▇▇▇▇▇▇, the Company's current President, for so long
as ▇▇. ▇▇▇▇▇▇ remains as the Company's President or is engaged in a
similar executive capacity. If ▇▇. ▇▇▇▇▇▇ ceases to b e the Company's
President or to be engaged in a similar executive position, then the
Employee shall report to the person then serving as the Company's
President or Chief Executive Officer. If requested by ▇▇▇▇▇▇ ▇▇▇▇▇▇ or
his successor as provided above, Employee shall serve as an
executive officer of one or more other subsidiaries of the Company
and shall in the performance of such duties, comply with the policies
of the Board of Directors of such subsidiary. If Employee shall during
the term of this Agreement, he will serve in such capacity without further
compensation. Unless prevented by death or disability, the
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Employee shall devote his full business time, allowing for vacations
and national holidays, as set forth in Sections 5(e) and (f) hereof,
and illnesses, exclusively to the business and affairs of the Company,
and shall use his best efforts, skill and abilities to promote its
interests. In the course of rendering his duties hereunder,
the Employee shall not be required to spend more than five overnights
away from his home per calendar month. Nothing herein contained
shall be construed as preventing the Employee from purchasing
securities in any publicly held entity, if such purchases
shall not result in his owning beneficially 2% or more of the equity
securities of such company, provided such investment is not made in a
company in competition with the Company.
4. Compensation
For the services rendered hereunder, the Company shall pay
and the Employee shall accept the following compensation:
(a) From the Commencement Date through the first anniversary
of the Commencement Date, the Employee shall receive a base
annual salary of $98,000; for the second year of the Term, the Employee
shall receive a base annual salary of $105,000 and for the third year
of the Term, the Employee shall receive a base annual salary of
$115,000.
(b) The Employee shall be entitled to a quarterly, non-
cumulative bonus during the term hereof based upon the performance of
MTM Advanced Technologies, Inc. and other divisions or subsidiaries of
the Company providing advanced technology services, other than Newco
through March 31, 1999, (the group upon whose performance the bonus is
based is hereinafter referred to as the "Advanced Technology Group") in
the event the average Advanced Tec thereof for the quarter, as
determined by the Company's independent public accountants equals the
amount set forth below:
ATG Average Monthly G.P. ATG Quarterly G.P. Bonus
More than $449,999 G.P. More than $1,139,999
but less than $470,000 G.P. but less than $1.170M $1,500
More than $469,999 G.P. More than $1,169,999
but less than $490,000 but less than $1.2M $2,000
More than $489,999 G.P. More than $1,199,999
but less than $510,000 but less than $1.260M $2,500
More than $509,999 G.P. More than $1,259,999
but less than $530,000 but less than $1.320M $3,000
More than $529,999 G.P. More than $1,319,999
but less than $550,000 but less than $1.350M $4,000
More than $549,999 G.P. More than $1,349,999
but less than $570,000 but less than $1.380M $4,500
More than $569,999 G.P. More than $1,379,999 $5,000
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In addition, for each quarter in which the average ATG monthly G.P .
for such quarter exceeds $590,000, Employee shall be entitled to an
additional bonus of $5, 000 for each full $20,000 increase in the
actual average ATG monthly G.P. for such quarter over $590,000.
(c) The Employee's salary shall be payable subject to such
deductions as are then required by law and such further deductions as
may be agreed to by the Employee, in accordance with the Company's
prevailing salary payroll practices.
(d) Employee shall receive options to purchase 5,000 shares
of the common stock of the Company on each of December 1, 1996 and
December 31, 1997 if Employee is employed hereunder at such respective
time, vesting on December 1, 1997 and December 1, 1998, respectively,
at the fair market value of such common stock at the close of business
on December 1, 1996 and December l, 1997, respectively, as determined
in good faith by the Board of Directors of the Company, expiring upon
the earlier of five (5) years from the date such options is deemed
received or Employee's termination of employment with the Company.
Employee agrees to be bound by all tax withholding requirements with
respect to such options and the exercise thereof and to execute such
investment representation letters as counsel for the Company shall
require in order to comply with applicable securities laws.
5. Benefits and Expenses
(a) Nothing in this Agreement shall prevent the Employee
from receiving or participating in, subject to the discretion of the
Board of Direct ors of the Company, all fringe benefits such as
medical, disability, hospital and health insurance plans, and profit
sharing, pension and stock option plans, life insurance and other
plans, if any, which the Company may generally make available to its
executive employees. The Employee shall also be included in the
Directors and Officers' indemnification insurance policy, if obtained.
(b) In the event that the Employee's employment by the
Company is terminated for any reason, the Employee shall have the right
to purchase from the Company any insurance policies on his life owned
by the Company for a price equal to the cash surrender value of the
policies at the date of such termination, plus prepaid premiums.
The right to purchase shall exercised by the Employee by written notice
to the Company not less than seven (7) days after the date of such
termination, and the purchase price for such policies shall be paid by
the Employee to the Company on the date of termination.
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(c) During the term of this Agreement, the Company shall,
upon presentation of proper vouchers, also reimburse the Employee for
all reasonable expenses incurred by him directly in connection with
his performance of services as an officer and employee of the Company.
(d) The Company shall lease for the Employee a company car,
costing the Company no more than $300 per month until the current
leased vehicle being leased by the Company on Employee's behalf
expires and thereafter a car reasonably chose n by the Company and the
Employee, but costing the Company no more than $400 per month. The
Company shall be responsible for all insurance for said car not to
exceed $2,000 per year. The Employee shall be responsible for all
maintenance for said car. The Employee represents that his driver's
license is valid without restriction, and in the event his license is
suspended, revoked or restricted, the Employee agrees to immediately
inform the Company and discontinue his use o f the company car until
such time , and any income taxes shall be the responsibility of the
Employee . Notwithstanding anything contained herein to the contrary,
Employee agrees to reimburse the Company for 50% of amount paid by the
Company as a result of Employee exceeding the mileage amount permitted
under the lease without the Company bearing any additional mileage
charges.
(e) The Employee shall be entitled to three (3) weeks of
paid vacation per calendar year, provided that the Employee shall not
take more than two consecutive weeks of vacation during any year.
(f) The Employee shall receive as paid days off all
national holidays that the Company, pursuant to established policy,
recognizes and observe following training and certifications not to
exceed $10,000 per year:
(i) All prerequisite courses leading up to
and including CISCO Certification;
(ii) Enrollment in computer courses at Columbia
University for the period ending March, 1998;
(iii) Attendance at outside training classes
up to 10 days per calendar quarter;
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(iv) Attendance at training classes to obtain
Certification in client/server technology including SQL and Oracle
and/or Sybase, provided the Company agrees in advance to the specific
training desired by Employee; and
(v) Training toward receiving Certification in
Lotus Notes (if such Certification is deemed by the Company in its sole
discretion to be necessary for the conduct of the Company's business).
6. Disability and Death
If, during the term of this Agreement, the Employee becomes
so disabled or incapacitated by reason of any physical or mental
illness so as to be unable to perform the services required of him
pursuant to this Agreement for a continuous period of twelve (12)
months, then this Agreement shall terminate at the end of such twelve
(12) month period, provided that during such period, the Employee
shall be paid the full salary, benefits, and expenses otherwise payable
to him as set forth above, less the amount paid to the Employee from
mandatory disability insurance for the period of such illness or
incapacity. This agreement shall also terminate upon and as of the
date of death of the Employee at any time during the term of this
Agreement.
7. Covenants and Restrictions.
The Employee covenants that, except in carrying out his
duties hereunder, during the term of his employment and for a period of
one (1) year following the date of termination of employment hereunder
either for cause, as described in Section 10 below, or voluntarily by
Employee (unless such longer period of time is specifically set forth
herein):
(a) Employee will not, directly or indirectly, own any
interest in, participate or engage in, assist, render any services
(including advisory service s) to, become associated with, work for,
serve (in any capacity whatsoever, including, without limitation, as
an employee, consultant, advisor, agent, independent contractor,
officer or director) or otherwise become in any way or manner
connected with the ownership, management, operation, or control of,
any business, firm, corporation, partnership or other entity
(collectively referred to herein as a "Person") that engages
Maine, New Hampshire, Vermont, Massachusetts, Rhode Island,
Connecticut, New York, New Jersey, Pennsylvania, Delaware and Maryland;
provided, however, the above shall not be deemed to exclude Employee from
acting as director of a corporation for the benefit of the
Company with the consent of the Company's Board of Directors;
provided further, however, that the above shall not be deemed
to prohibit Employee from owning or acquiring securities issued
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by any corporation which neither directly nor indirectly
competes with the Company and whose securities are listed
with a national securities exchange or are traded in the over-the-
counter market, provided that Employee at no time owns, directly or
indirectly, beneficially or otherwise, two (2%) percent or more of any
class of any such corporation's outstanding capital stock.
(b) Employee will not knowingly provide or solicit to
provide to any Person or individual (i) any goods or services which are
competitive with those provided by the Company or which would be
competitive with the goods or services that the Company has planned to
provide, or (ii) any goods or services to any customer of the Company.
The term "customer" shall mean or services within the twenty-four (24)
month period prior to the termination of Employee's employment
hereunder. Notwithstanding anything herein to the contrary, no
limitation shall be imposed on Employee hereunder with respect to any
goods and services that the Company has planned to provide and which
are not actually being provided at the time of the termination of
Employee's employment hereunder or which are not actually provided
within eighteen (18) months following the termination of Employee's
employment hereunder.
(c) Employee agrees that he shall not divulge to others ,
nor shall he use to the detriment of the Company or in any business or
process of manufacture competitive with by the Company or any of its
subsidiary or affiliated companies, at any time during his employment
with the Company or d by him during the course of his employment with
the Company relating to sales, salesmen, sales volume or strategy,
customers, formulas, processes, methods, machines, manufactures,
compositions , ideas, improvements or inventions belonging to or
relating to the business of the Company , or its subsidiary or
affiliated companies.
(d) Employee will neither solicit, hire or seek to solicit
or hire any of the Company's personnel in any capacity whatsoever nor
shall Employee induce or attempt to induce any of the Company's
personnel to leave the employ of the Company to work for Employee or
otherwise.
(e) Employee acknowledges that his breach of any of the
restrictive covenants contained in this Section 7 may cause
irreparable damage to the Company for which remedies at law would be
inadequate. Accordingly, if Employee breaches or threaten s to breach
any of the provisions of this Section 7, the Company shall be entitled
to appropriate injunctive relief, including, without limitation,
preliminary and permanent injunctions, in any court of competent
jurisdiction, restraining Employee taking any action prohibited hereby.
This remedy shall be in addition to all other remedies available
to the Company at law or equity. If any portion of this Section 7
is adjudicated to be invalid or unenforceable, this Section 7 shall be
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deemed amended to delete therefrom the portion so adjudicated, such
deletion to apply only with respect to the operation of this
Section 7 in the jurisdiction in which such adjudication is made.
(f) The covenants and restrictions set forth in this
Section 7 shall be deemed null and void if the Company is in material
breach of this Agreement at a time the Employee is not in material
breach hereof, Employee has given the Company notice of s aid breach
specifying the particulars thereof and the Company not curing said
breach within 3 months of the delivery of such notice. The restrictions
and covenants hereunder shall remain in full force and effect until
the Employee gives the required notice and the lapsing, without cure,
of said three month period.
8. Proprietary Property
(a) The Employee agrees that any and all inventions or
improvements as well as any and all ideas, creations, know-how and
methods of applying and putting into practice any inventions or
improvements (all of the foregoing being hereinafter called
"Proprietary Property" and being more fully defined in subparagraph (b)
below) that are created, developed, conceived of or discovered either
(i) by the Employee (solely or jointly with others) either in the
course of his employment, on the Company's time, with the Company's
materials or facilities, relating to any subject matter with which his
work for the Company is or may be concerned, or relating to any
business in which the Company or any of its subsidiaries or affiliated
companies is involved, or (ii) by or for the Company, or (iii) by any
independent individual or Person and thereafter acquired by the
Company, and which are within the Employee's knowledge or procession in the
case of (i) during and in the course of the Employee's employment hereunder
in the case of (ii) or(iii) above, shall be, if created , developed,
conceived of or discovered by the Employee, promptly disclosed to the
Company, or shall be, if otherwise developed or acquired by the Company,
received by the Employee as an employee of the Company and not in any way
for his own benefit. Employee shall neither have nor obtain any right,
title or interest in or to such Proprietary Property unless and until
the Company shall expressly and in writing waive the rights that it has
therein and thereto under the provisions of this sentence. With respect
to any and all Proprietary Property that is invented, created, written,
developed, furnished or produced by the Employee, or suggested
by the Employee to the Company,
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during the term of the Employee's employment under this Agreement,
Employee does hereby agree that all such Proprietary Property shall be
the exclusive property of the Company, and that the Employee shall
neither have nor retain any right, title or interest, of any kind
therein and thereto or in and to any results or proceeds therefrom. At
any time, whether during or after the tee request and at the expense
of the Company, (A) obtain patents or copyrights on, or (B ) permit the
Company to patent or copyright, any such Proprietary Property,
whichever (A) or (B) is appropriate, and/or (C) execute, acknowledge
and deliver any and all assignments, instruments of transfer, or other
documents, that the Company deems necessary or appropriate to transfer
to and vest in the Company all right, title and interest in and to such
Proprietary Property and to evidence t he Company's ownership of such
Proprietary Property, including, without limitation, taking all steps
necessary to enable the Company to publish or protect said Proprietary
Property by patents or otherwise in any and all countries and to
render all such assistance as the Company may require in any patent
office proceeding or litigation involving said Proprietary Property.
The Employee shall not, without limitation as to time or place, use any
Proprietary Property except on Company business, during or after his
period of employment, nor disclose the same to any other Person or
individual except for disclosure on Company business or as may be
required by law.
(b) As used in this Agreement, "Proprietary Property" means
proprietary technical information not generally known in the Company's
industry and which is disclosed to Employee on sequence of or through
his employment with the Company.
(c) During or subsequent to the Employee's employment by
Company, Employee will never, directly or indirectly, lecture upon,
publish articles concerning, use, disseminate, disclose, sell or offer
for sale any Proprietary Property without the Company's prior written
permission.
9. Prior Agreement
Employee represents that he is not now under any written
agreement, nor has he previously, at any time, entered into any
written agreement with any person, firm or corporation, which would or
could in any manner preclude or prevent him from giving freely and the
exclusive benefit of his services.
10. Termination Provisions
In addition to, and not in lieu of, the termination provisions
set forth in Section 6 hereof, the employment of the Employee hereunder may
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be terminated by the Company prior to the termination date of the initial
term or any renewal term thereafter (as set forth in Section 2 hereof)
in the event that the Employee is guilty of (i) reckless disregard to
perform his duties as set forth in Section 3 herein, or (ii) willful
misfeasance, or (iii) any act of dishonesty by the Employee with
respect to the Company. Termination of the Employee's employment by
the Company for either willful misfeasance or reckless disregard of
his duties to the Company as to be rendered pursuant to Section 3 hereof
shall constitute, and is referred to elsewhere herein, as termination
for "Cause". Such termination of the Employee's employment hereunder
for Cause shall be effective immediately upon delivery of written notice
to the Employee setting forth the reason or reasons for such termination.
Upon the termination of this Agreement in accordance with this Section 10,
the Company shall not be obligate d to make any further payments
hereunder to the Employee.
11. Directorship
The Company agrees that within seven (7) days from the d ate
this Agreement is executed, to cause Employee to be appointed a member
of or the Term hereof. Employee agrees to resign from the Board upon
termination hereunder.
12. Announcement
Employee shall not make any announcement of this Agreement
or give any details thereof without the consent of the Company or as
otherwise require d by law. The Company agrees to announce Employee's
engagement hereunder in conjunction with the closing of the ▇▇▇▇.▇▇▇
Results, Inc. acquisition or in the event such acquisition is not
consummated in a timely fashion, at such time as the Company reasonably
believes to be prudent.
13. Miscellaneous
(a) This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns, and upon the
Employee, his heirs, executors, administrators, legatees and legal
representative.
(b) Should any part of this Agreement, for any reason
whatsoever, be declared invalid, illegal, or incapable of being
enforced in whole or in part, such decision shall not
affect the validity of any remaining portion, which remaining
portion shall remain in full force and effect as if this
Agreement had been executed with the invalid portion thereof
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eliminated, and it is hereby declared the intention of the
parties hereto that they would have executed the remaining
portion of this Agreement without including therein any portion
which may for any reason are declared invalid.
(c) This Agreement shall be construed and enforced in
accordance with the laws of the State of New York applicable to
agreements made and performed in such State without application to the
principles of conflicts of laws.
(d) This Agreement and all rights hereunder are personal to
the Employee and shall not be assignable, and any purported assignment
in violation there of shall be null and void. Any person, firm or
corporation succeeding to the business of the Comp any by merger,
consolidation, purchase of assets or otherwise, shall assume by
contract or operation of law the obligations of the Company hereunder;
provided, however, that the Company shall, notwithstanding such
assumption and/or assignment, remain liable and responsible for the
fulfillment of the terms and conditions of the Agreement on the part
of the Company.
(e) This Agreement constitutes the entire agreement between
the parties hereto with respect to the terms and conditions of the
Employee's employment by the Company, as distinguished from any other
contractual arrangements between the parties pertaining to or arising
out of their relationship, and this Agreement supersedes and renders
null and void any and all other prior oral or written agreements,
understandings, or commitments pertaining to the Employee's employment
by the Company. No variation hereof shall be deemed valid unless in
writing and signed by parties hereto,, and no discharge of the terms
hereof shall be deemed valid unless by full performance by the parties
hereto or by a writing signed by the parties hereto. No waiver by
either party of any provision or condition of this Agreement by him
or it to be performed shall be deemed a waiver of similar or
dissimilar provisions and conditions at the same time or any prior
or subsequent time.
(f) Any notice, statement, report, request or demand required
or permitted to be given by this Agreement shall be in writing, and
shall be sufficient if delivered in person or if addressed and sent by
certified mail, return receipt requested, to the parties at the
addresses set forth above, or at such other place that either party
may designate by notice in the foregoing manner to the other.
(g) The failure of either party to insist upon the strict
performance of any of the terms, conditions and provisions of this
Agreement shall not be construed as a waiver or relinquishment of
future compliance therewith, and said terms, conditions and provisions
shall remain in full force and effect. No waiver of any term or any
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condition of this Agreement on the part of either party shall be
effective any purpose whatsoever unless such waiver is in writing
signed by such party.
(h) The heading of the paragraphs herein inserted for
convenience and shall not affect interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
MICROS-TO-MAINFRAMES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇