EXHIBIT 10.09
NETWORK MANAGEMENT SERVICES, INC.
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
This Amended and Restated Executive Employment Agreement (the "Agreement"),
dated as of September 28, 1999, amends and restates that certain Executive
Employment Agreement ("Agreement") dated as of April 22, 1999, made and
entered into between Network Management Services, Inc., a Minnesota corporation,
("the Company") and ▇▇▇▇ ▇▇▇▇▇▇▇, an individual resident of the State of
Minnesota, ("the Employee").
WHEREAS, the Company wishes to employ the Employee to render services for
the Company on the terms and conditions set forth in this Agreement, and
Employee wishes to be retained and employed by the Company on such terms and
conditions.
NOW, THEREFORE, in consideration of the premises and the respective
undertakings of the Company and the Employee set forth below, the Company and
the Employee agree as follows:
Article 1.0 Definition. Capitalized terms in this Agreement shall have
their defined meaning throughout the Agreement. The following terms shall have
the meaning set forth below, unless the context clearly requires otherwise.
1.01 Board. "Board" shall mean the Board of Directors of the Company.
1.02 Cause. "Cause" shall mean termination by the Company of the Employee's
employment based upon: (i) the Employee's willful misconduct, dishonesty, or
other material violation of law or Company policies; or (ii) actions (or
failures to act) by the Employee in bad faith and to the detriment of the
Company.
1.03 Change in Control. A "Change in Control" of the Company shall be
deemed to have occurred if:
(a) Any "person" (as such term is used in Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") who did not own shares of the capital stock of the Company
on the date this agreement together with his, her or its
"Affiliates" and "Associates" (as such terms are defined in Rule
12b-2 promulgated under the Exchange Act), become the "Beneficial
Owner" (as such term is defined in Rule 13d-3 promulgated under
the Exchange Act), directly or indirectly, of securities of the
Company representing fifty percent 30% or more of the combined
voting power of the Company's then outstanding securities (any
such person being hereinafter referred to as an "Acquiring
Person");
(b) The "Continuing Directors" (as hereinafter defined) shall cease
to constitute a majority of the Board; or
(c) There should occur (i) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions)
of all or substantially all of the assets of the Company; or (ii)
any liquidation or dissolution of the Company; or (iii) any
consolidation or merger involving the Company and the Company
shall not be the continuing or surviving
corporation or the shares of the Company's capital stock shall be
converted into cash, securities or other property; provided,
however, that this subclause (iii) shall not apply to a merger or
consolidation in which (A) the Company is the surviving
corporation and (B) the shareholders of the Company immediately
prior to the transaction have the same proportionate ownership of
the capital stock of the surviving corporation immediately after
the transaction.
(d) The number of directors on the Board exceeds nine (9).
In the case of a Change of Control as described in Subsections (c)(i) or (iii),
the Options will be assumed by the surviving or acquiring corporation, as the
case may be.
1.04 Confidential Information. "Confidential Information" shall mean
information that is proprietary to the Company, or to others and is entrusted to
the Company, whether or not trade secrets. Confidential Information includes,
but is not limited to, information relating to designs, software (in source and
object code), technology strategies, business plans as to the business as
conducted or anticipated to be conducted by the Company, and to past or current
or anticipated products or services of the Company. Confidential Information
also includes, without limitation, information concerning the Company's
research, development, purchasing, accounting, marketing, selling, and services.
All information that the Employee has a reasonable basis to consider
confidential is Confidential Information, whether or not originated by the
Employee and without regard to the manner in which the Employee obtains access
to it.
1.05 Continuing Director. "Continuing Director" shall mean any person who
is a member of the Board, while such person is a member of the Board, who is not
an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a
representative of an Acquiring Person or of any such Affiliate or Associate and
who (i) was a member of the Board on the date of grant of the Option or (ii)
subsequently became a member of the Board, upon the nomination or
recommendation, or with the approval of, a majority of the Continuing Directors.
1.06 Disability. "Disability" shall mean the Employee's inability to
perform the essential functions of the Employee's position, with or without
reasonable accommodation, provided the Employee has exhausted the Employee's
entitlement to any applicable leave, if the Employee desires to take and
satisfies all eligibility requirements for such leave.
1.07 Effective Date. "Effective Date" shall mean the date on page one
hereof.
1.08 Good Reason. "Good Reason" shall mean the occurrence of any of the
following events, except for the occurrence of such an event in connection with
the termination of the Employee's employment by the Company for Cause, for
Disability, or for death: (a) a material reduction in the Employee's duties
and/or responsibilities as Executive Chairman of the Board; (b) a material
reduction in the Employee's compensation, including the Employee's salary, bonus
target percentage, and stock option grants and vesting; (c) a requirement that
the Employee relocate the Employee's place of work more than twenty-five (25)
miles from the Company's current location in Golden Valley, Minnesota.
1.09 Inventions. "Inventions" shall mean ideas, improvements, and
discoveries, whether or not such are patentable or copyrightable, and whether or
not in writing or reduced to practice.
1.10 Works of Authorship. "Works of Authorship" shall mean any writings,
drawings, diagrams, charts, tables, databases, software (in object or source
code and recorded on any medium), and any other works of authorship, whether or
not such are copyrightable.
Article 2.0 Employment.
2.01 Service With The Company. Under the terms and conditions set forth
herein and his appointment by the Board, the Company hereby offers to continue
to employ the Employee, and the Employee accepts such employment, as Chairman of
the Board and member of the Board, commencing on or about April 22, 1999, at the
Company's principal place of business in Golden Valley, Minnesota.
2.02 Performance of Duties. The Employee agrees to serve the Company
faithfully and to the best of the Employee's ability and to devote the
Employee's, attention and efforts to the business and affairs of the Company
during the term of the Employee's employment. The Employee hereby confirms that
he is under no contractual commitments inconsistent with the Employee's
obligation set forth in this Agreement and that, during the term of this
Agreement, the Employee will not render or perform any services for compensation
for any other corporation, firm, entity, or person. Notwithstanding the
exclusivity of Employee's duties to Company, Employee may serve on the board(s)
of directors of non-competitive companies, and receive remuneration for such
service, but will obtain the approval of Company's Board of Directors in
advance. Such approval will not be unreasonably withheld. To the extent
permitted by law, the Company shall indemnify Employee and will obtain, within
180 days, officers' and directors' liability insurance coverage in such amount,
as the Company's Board of Directors shall determine to be appropriate. Employee
may telecommute for certain periods of the year.
Article 3.0 Compensation and Benefits.
3.01 Base Salary. As base compensation for all services to be rendered by
the Employee under this Agreement during the term of this Agreement, the Company
shall pay to the Employee an annualized salary of one hundred and ninety
thousand dollars ($190,000). The Employee's salary shall be paid in accordance
with the Company's normal payroll procedures and policies, as such procedures
and policies may be modified from time to time and the Employee shall be
eligible for annual salary increases consistent with such policies and
procedures. Company's Board of Directors will review Employee's salary on an
annual basis and, in its discretion, make upward adjustments.
3.02 Incentive Compensation. The Company shall make the Employee eligible
for an annual bonus payment. Payment of an annual bonus to the Employee will be
subject to the Employee's achieving certain objectives set annually by the
Board. Subject to the foregoing, the Employee's target bonus for each year of
this Agreement will be thirty-five percent (35%) of the Employee's base salary,
with an opportunity for the Employee to receive as much as fifty percent (50%)
of his base salary if the Employee and Company greatly surpasses the objectives
for a given year. Company's Board of Directors will review Employee's bonus
target levels on an annual basis and, in its discretion, make upward
adjustments.
3.03 Equity Participation. The Company shall make the Employee eligible to
receive options to purchase the Company's common stock, subject to the terms and
conditions of the Company's stock option plan ("the Plan"). Company's Board of
Directors will periodically review Employee's stock option grants and, in its
discretion, make additional grants and awards. With the commencing of this
agreement the Company shall make the Employee eligible to receive options to
purchase the Company's common stock, subject to the terms and conditions of the
Company's stock option plan ("the Plan"). The Company shall offer the Employee
an option to purchase 50,000 shares of common stock at a price of $2.25 per
share. 15,000 shares of such option shall vest with the signing of this
agreement. 15,000 shares shall vest after twelve (12) months after the signature
date; an additional 20,000 shares shall vest twenty-four (24) months from the
signature date. Any vested option shares that have not been exercised by the
Employee will be canceled if not exercised by the Employee within the time set
forth in the Plan. If at any time during the 24-month period a Change in Control
occurs, one hundred percent (100%) of any unvested option shares will
immediately vest.
3.04 Participation in Benefits. During the term of the Employee's
employment with the Company, the Employee shall be entitled to participate in
the employee benefits offered generally by the Company to its employees, to the
extent that the Employee's position, tenure, salary, health, and other
qualifications make the Employee eligible to participate. The Employee's
participation in such benefits shall be subject to the terms of the applicable
plans, as the same may be amended from time to time. Following the termination
of his employment employee shall have the right to purchase health care coverage
through the employers health benefit plan as a retiree at a rate equal to the
average per employee cost incurred by the employer until the employee reaches
Medicare eligibility.
3.05 Business Travel, During the term of the Employee's employment with the
company, the employee shall be entitled to travel business class or first class
when traveling on corporate business.
Article 4.0 Term; Termination.
4.01 Term. The Term of this Agreement shall be five (5) years from the
Effective Date. The Employee's employment under this Agreement shall commence
upon the Effective Date and shall be terminable during the term of this
Agreement by either party for any reason or no reason upon a notice of thirty
(30) days.
4.02 Termination by the Company for Cause. Notwithstanding Section 4.01
above, the Company may terminate this Agreement without notice for Cause.
4.03 Termination by the Employee for Good Reason. Notwithstanding Section
4.01 above, the Employee may terminate this Agreement without notice for Good
Reason.
4.04 Termination in the Event of the Employee's Death or Disability.
Notwithstanding Section 4.01 above, the Employee's employment under this
Agreement shall terminate in the event of the Employee's death or Disability.
4.05 Termination by Mutual Agreement. Notwithstanding Section 4.01 above,
the parties may terminate this Agreement at any time and upon any other terms or
conditions by mutual written agreement.
4.06 Compensation Upon Termination. As the Employee's sole and exclusive
compensation upon termination of the Employee's employment by either party
during the term of this Agreement, the Company shall pay the Employee as
follows:
(a) If due to termination by the Company for Cause or by the Employee
without Good Reason, within ten (10) days after the termination
date, the Company shall pay the Employee any amounts due to him
for base salary through the termination date together with any
other unpaid and pro rata amounts of accrued vacation pay, sick
leave, and/or business expenses reimbursements that may be due
under the Company's policies, and all unvested option shares will
be canceled immediately.
(b) If due to termination for reasons as stated in Section 4.04 or
4.05, the Company shall pay the Employee his base salary and
bonus target in effect at the termination date for a period of
one (1) year and one hundred percent (100%) of the Employee's
unvested option shares will immediately vest. If due to
termination by the Company other than for Cause or by the
Employer for Good Reason, the Company shall pay the Employee his
base salary and bonus target in effect at the termination date
for a period of two (2) years and one hundred percent (100%) of
the Employee's unvested option shares will immediately vest.
(c) Company shall continue to pay or reimburse Employee's premiums
for health coverage accorded to Employee under Article 3.04
during any period of salary continuation pursuant to subclause
(b) or (c), above. In the event that any payment or benefit
required to be made by Company under this Article 4.06, either
alone or in combination with any other payment or benefit
Employee is then entitled to receive, would constitute a
"parachute payment" (under Section 280(g) of the Internal Revenue
Code), the Company and Employee will negotiate in good faith a
modification of this Article with the intention of maximizing
Employee's net after tax benefit, while at the same time not
adversely affecting the company. The Company shall have no duty
or obligation to employ the Employee following any termination by
the Company or the Employee.
4.07 Survival. The provisions of Article 4.0 (relating to termination
rights and the provision of compensation and benefits beyond the termination of
this Agreement) shall survive termination of this Agreement for any reason. The
provisions of Article 5.0 (relating to confidential information and intellectual
property rights of the Company), the provisions of Article 6.0 (relating to
non-competition, no raiding, and non-solicitation), the provisions of Article
7.0 (relating to dispute resolution) and the provisions of Article 8.0 (relating
to miscellaneous terms and conditions) shall survive the expiration of the term
of this Agreement and the termination of this Agreement for any reason.
Article 5.0 Confidential Information; Intellectual Property.
5.01 Prohibitions Against Unauthorized Use. The Employee shall not use or
disclose, other than in connection with the Employee's employment with the
Company, any Confidential Information to any person not employed by the Company
or not authorized by the Company to receive such Confidential Information,
without the prior written consent of the Company during the term of this
Agreement or at any time thereafter. The Employee shall use reasonable and
prudent care to safeguard and prevent the unauthorized use and disclosure of
Confidential Information.
5.02 Exclusions. The obligations under Section 5.01 above shall not apply
to any information that: (a) is now or becomes generally available to the public
through no fault of the Employee; (b) was already known to the Employee, as
shown by his books and records, prior to disclosure of same by the Company; (c)
is or was independently developed or acquired by the Employee without any use of
or reliance on Confidential Information; (d) is or was provided to the Employee
by a third party not under any obligation of confidentiality to the Company; or
(e) is required to be disclosed by law, provided, however, the Employee shall
render reasonable cooperation, at the Company's expense, to lawfully prevent or
minimize any such public disclosure of Confidential Information through
protective orders or other similar matters.
5.03 Ownership and Return of Company Property. All Confidential Information
or other Company property in the Employee's possession, custody, or control,
including, without limitation, all documents, reports, manuals, business plans,
minutes, memoranda, computer software, computer databases, computer print-outs,
member or customer lists, credit cards, keys, identification, products, access
cards, and all other tangible or intangible property relating in any way to the
business of the Company are the exclusive property of the Company, even if the
Employee authored, created, or assisted in authoring or creating such property.
The Employee shall return to the Company all such Confidential Information or
other property immediately upon termination of employment for any reason
whatsoever or at such earlier time as the Company reasonably requests.
5.04 Disclosure and Assignment of Inventions and Other Works. The Employee
shall promptly disclose to the Company in writing all Inventions and Works of
Authorship, which are conceived, made, discovered, written, or created by the
Employee alone or jointly with another person, group, or entity, whether during
the normal hours of his employment at the Company or on the Employee's own time,
during the term of this Agreement. The Employee hereby assigns all rights to
such Inventions and Works of Authorship to the Company. The Employee shall give
the Company all the assistance it reasonably requires for the Company to
perfect, protect, and use its rights to such Inventions and Works of Authorship.
The Employee shall sign all documents, take all actions, and supply all
information that the Company considers necessary or desirable to transfer or
record the transfer of the Employee's entire right, title, and interest in such
Inventions and Works of Authorship and to enable the Company to obtain exclusive
patent, copyright, or other legal protection for Inventions and Works of
Authorship anywhere in the world, provided, that the Company shall bear all
reasonable expenses of the Employee in rendering such cooperation.
5.05 Exclusions. Notwithstanding Section 5.04 above, the following shall
not be deemed Inventions or Works of Authorship assigned to the Company by the
Employee hereunder: any Invention or Work of Authorship for which no equipment,
supplies, facility, or Confidential Information of the Company was used and
which was developed entirely on the Employee's own time, and which (a) does not
relate (i) directly to the business of the Company or (ii) to the Company's
actual or demonstrably anticipated research or development, or (b) does not
result from any work performed by the Employee for the Company.
Article 6.0 Non-Competition, No Raid, and Non-Solicitation Covenants.
6.01 Non-Competition Covenant. Subject to Section 6.02 below, during the
term of this Agreement and for a period of two (2) years following the
termination of the Employee's employment with the Company for any reason
whatsoever, the Employee shall not, directly or indirectly, engage in any
business activity on his own behalf or as a partner, shareholder, director,
trustee, principle, agent, officer, employee, consultant, or otherwise of any
person or entity the business of which is the same as, similar to, or
competitive with any business of the Company, or which is engaged in the
development or production of products intended to compete with the Company, or
assist, solicit, entice, or induce any other person to engage in any such
activity. For purposes hereof, "shareholder" shall not include beneficial
ownership of less than five percent (5%) of the combined voting power of all
issued and outstanding voting securities of a publicly-held corporation whose
stock is traded on a major stock exchange or quoted on NASDAQ.
6.02 Employer, after the termination of the Employee's employment, may
waive or limit the line of business, time period, and/or geographic area in
which the Employee is prohibited from engaging in competitive activity under
Section 6.01 above.
6.03 Not with standing the provisions of 6.01 and 6.02 Employee shall not
be restricted after termination from serving as a consultant to purchasers and
suppliers of health care services.
6.04 Covenant Not to Recruit. The Employee hereby acknowledges that the
Company's employees, consultants, and other contractors constitute vital and
valuable aspects of its business and missions on a worldwide basis. In
recognition of that fact, for a period of two (2) years following the
termination of the Employee's employment with the Company for any reason
whatsoever, the Employee shall not solicit, or assist anyone else in the
solicitation of, any of the Company's then current employees, consultants, or
other contractors to terminate their respective relationships with the Company
and to become employees, consultants, or contractors of any enterprise with
which the Employee may then be associated, affiliated, or connected.
6.05 Covenant Not to Solicit. The Employee hereby acknowledges that the
Company's customers constitute vital and valuable aspects of its business on a
worldwide basis. In recognition of that fact, for a period of two (2) years
following the termination of the Employee's employment with the Company for any
reason whatsoever, the Employee shall not solicit, or assist anyone else in the
solicitation of, any of the Company's then current customers to terminate their
respective relationships with the Company and to become customers of any
enterprise with which the Employee may then be associated, affiliated, or
connected.
Article 7.0 Dispute Resolution.
7.01 Procedure for Arbitration. Except as provided in Section 7.02 below,
any dispute arising out of or relating to this Agreement or the alleged breach
of it, or the making of this Agreement, including claims of fraud in the
inducement, or any dispute arising from or related in any way to the Employee's
employment, including any statutory or tort claims, which has not been settled
through negotiation within a period of thirty (30) days after the date on which
either party shall first have notified the other party in writing of the
existence of a dispute, shall be settled by final and binding arbitration
pursuant to the provisions of this Agreement and under the then applicable
arbitration rules of the American Arbitration Association ("AAA"), unless such
rules are inconsistent with the provisions of this Agreement. Any such
arbitration shall be conducted by: (a) neutral arbitrator appointed by mutual
agreement of the parties; or (b) failing such agreement, in accordance with said
rules. The arbitrator shall be an experienced attorney with a background in
employment law and who is familiar with the provisions in State of Minnesota law
designed minority shareholder protections. Such provisions shall be weighted and
considered in the arbitrator's resolution. An arbitral award may be enforced in
any court of competent jurisdiction. Each party shall be permitted reasonable
discovery, including the production of relevant documents by the other party,
the exchange of witness lists, and a limited number of depositions, including
depositions of any expert who will testify at the arbitration. The summary
judgment procedure applicable in Hennepin County, Minnesota, District Court,
shall be available and apply to any arbitration conducted pursuant to this
Agreement. The arbitrator shall have the authority to award to the prevailing
party any remedy or relief that a court of the State of Minnesota could order or
grant, including costs and attorneys' fees. Unless otherwise agreed by the
parties, the place of any arbitration proceeding shall be Minneapolis,
Minnesota.
7.02 Litigation Rights Reserved. If any dispute arises with regard to the
unauthorized use or infringement of Confidential Information by the Employee or
with regard to the Employee's breach or a threatened breach of the covenants in
Article 6.0 hereof, the Company may seek any available remedy at law or in
equity from a court of competent jurisdiction.
Article 8.0 General Provisions.
8.01 Governing Law. This Agreement is made under and shall be governed by
and construed in accordance with the laws of the State of Minnesota without
regard to conflicts of laws principles thereof.
8.02 Prior Agreements. This Agreement (including other agreements
specifically mentioned in this Agreement) contains the entire agreement of the
parties relating to the employment of the Employee by the Company and the other
matters discussed herein and supercedes all prior promises, contracts,
agreements, and understandings of any kind, whether express or implied, oral or
written, with respect to such subject matter (including, but not limited to, any
promise, contract, or understanding, whether express or implied, oral or
written, by and between the Company and the Employee) and the parties hereto
have made no agreements, representations, or warranties relating to the subject
matter of this Agreement which are not set forth herein or in the other
agreements mentioned herein.
8.03 Withholding Taxes. The Company may take such action as it deems
appropriate to ensure that all applicable federal, state, city, and other
payroll, withholding, income, or other taxes arising from any compensation,
benefits, or any other payments made pursuant to this Agreement, or any other
contract, agreement, or understanding which relates, in whole or in part, to the
Employee's employment with the Company, are withheld or collected from the
Employee. In connection with the foregoing, the Employee agrees to notify the
Company promptly upon entering into any contract, agreement, or understanding
relating to the Employee's employment with the Company and also to notify the
Company promptly of any payments or benefits paid or otherwise made available
pursuant to any such agreements.
8.04 Amendments. No amendment or modification of this Agreement shall be
deemed effective unless made in writing and signed by the Employee and the
Company.
8.05 No Waiver. No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be any estoppel to enforce any provisions of
this Agreement, except by a statement in writing signed by the party against
whom enforcement of the waiver or estoppel is sought. Any written waiver shall
not be deemed a continuing waiver unless specifically stated, shall operate only
as to the specific term or condition waived, and shall not constitute a waiver
of such term or condition for the future or as to any act other than as
specifically set forth in the waiver.
8.06 Assignment. This Agreement shall not be assignable, in whole or in
part, by any party without the written consent of the other party, except that
the Company may, without the consent of the Employee, assign its rights and
obligations under this Agreement to any corporation, firm, or other business
entity with or into which the Company may merge or consolidate, or to which the
Company may sell or transfer all or substantially all of its assets, or of which
fifty percent (50%) or more of the equity investment and of the voting control
is owned, directly or indirectly, by, or is under common ownership with, the
Company.
8.07 Injunctive Relief. The Employee acknowledges and agrees that the
services to be rendered by the Employee hereunder are of a special, unique, and
extraordinary character, that it would be difficult to replace such services and
that any breach or threatened breach of the covenants in Article 6.0 hereof
would be highly injurious to the Company and that it would be extremely
difficult to compensate the Company fully for damages for any such violation.
Accordingly, the Employee specifically agrees that the Company shall be entitled
to temporary and permanent injunctive relief to enforce the provisions of the
covenants of Article 6.0 hereof, and that such relief may be granted without the
necessity of proving actual damages and without necessity of posting any bond.
This provision with respect to injunctive relief shall not, however, diminish
the right of the Company to claim and recover damages, or to seek and obtain any
other relief available to it at law or in equity, in addition to injunctive
relief.
8.08 Construction. Where ever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall 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. In furtherance of
and not in limitation of the foregoing, the parties agree that, should the
duration of, geographical extent of, or business activities covered by, any
provision of this Agreement be in excess of that which is valid or enforceable
under applicable law in a given jurisdiction, then such provision, as to such
jurisdiction only, shall be construed to cover only that duration, extent, or
activities that may
validly or enforceably be covered. The Employee acknowledges the uncertainty of
the law in this respect and expressly stipulates that this Agreement shall be
construed in a manner that renders its provisions valid and enforceable to the
maximum extent (not exceeding its express terms) possible under applicable law
in each applicable jurisdiction.
8.09 Captions. The various headings or captions in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth in the first paragraph.
NETWORK MANAGEMENT SERVICES, INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇
-------------------------------
Its
-------------------------------
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
Attachment
Position Description for Chief Executive Officer of Network Management and its
accountability to the Executive
Chairmen of the Board
Position is accountable to the Executive Chairman and the Board
Responsibilities include:
1. Design and implementation of a successful organization infrastructure, which
will lead the transition of Network Management from its start up culture to a
mature technology, service company. Culture to include disciplined and routine
processes that deliver predictable service results, effective internal project
management accountability, and cutting edge product enhancement methodologies.
2. Overall development and execution of the company's business and operating
strategy across all fronts, including Finance, HR, Sales and Marketing,
Operations, Client Relations, Consulting, Product Development, and IT.
3. Securing and allocating resources to assure that the company meets core
client commitments and simultaneously develops leading edge product
enhancements.
4. Meeting company growth targets and financial objectives.
5. Shared responsibility with the Executive Chairman of the Board for strategic
positioning of the company, development of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, merger and
acquisition strategy, and for external relations with the financial community.
6. It is understood that as long as ▇▇▇▇ ▇▇▇▇▇▇▇ is Chairman of the Board, ▇▇▇▇
will remain actively involved in the development of company strategy. ▇▇▇▇ will
maintain primary responsibility for the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ initiative, for
merger and acquisition strategy, and for relations with the external financial
community.