EXHIBIT 10.19
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 15th day of
December, 1997, and is by and between Quadrant International, Inc., a
Pennsylvania corporation with an office for purposes of this Agreement at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter the "QI") and
▇▇▇▇▇ ▇▇▇▇▇▇▇ with an address at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
(hereinafter "▇▇▇▇▇▇▇").
W I T N E S S E T H
WHEREAS:
(a) QI wishes to retain the services of ▇▇▇▇▇▇▇ to render services for
and on its behalf in accordance with the following terms, conditions and
provisions; and
(b) ▇▇▇▇▇▇▇ wishes to perform such services for and on behalf of QI,
in accordance with the following terms, conditions and provisions.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained the parties hereto intending to be legally bound hereby agree
as follows:
1. EMPLOYMENT. QI hereby employs ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ accepts such
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employment and shall perform his duties and the responsibilities provided for
herein in accordance with the terms and conditions of this Agreement.
2. EMPLOYMENT STATUS. ▇▇▇▇▇▇▇ shall at all times be QI's employee subject
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to the terms and conditions of this Agreement.
3. TITLE AND DUTIES. QI agrees to employ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ accepts such
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employment as a full time employee and agrees as per the terms and conditions of
this agreement to serve as and with the title of Chief Financial Officer of QI
with the authority and responsibilities of that position, it being agreed that
▇▇▇▇▇▇▇ will report directly to the Board of Directors and will perform
diligently, faithfully, and to the best of his ability all duties assigned and
instructions given as authorized by QI's Board of Directors.
4. TERM OF SERVICES. The initial term of this agreement is for a two-year
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period commencing January 1, 1998, subject to the termination section of this
agreement, with the parties agreeing to confirm any subsequent extension of this
initial term in a signed written agreement setting forth any amended or
supplemental conditions.
5. BASE COMPENSATION. The employees base salary for rendered services for
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the initial term of this agreement shall be $125,000 an annual amount payable in
accordance with QI's payroll procedures and policies as implemented during the
term of this agreement.
6. ADDITIONAL COMPENSATION. The additional package compensation proposed
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by this section is subject to QI's receipt of further capital funds required to
finance the management compensation program. QI's Board of Directors will also
have to vote approval of these or any other specific additional compensation
packages proposed for payment or for vesting to ▇▇▇▇▇▇▇ during the term of this
agreement. The proposed post
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funding compensation program allocated for ▇▇▇▇▇▇▇ will be comprised of the
following elements:
a) An annual base salary of $125,000
b) An annual Cash Bonus of $35,000
c) Further incentive stock options as specified and approved by the
Board of Directors by means of stock options at the rate of 25,000 shares
per year for significant performance with an additional stock option at the
rate of 12,500 shares per year for exceptional performance as defined and
determined by the Board of Directors.
7. EXTENT OF SERVICES. - ▇▇▇▇▇▇▇ shall devote his entire business time,
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attention, and energies to the business of QI, but this shall not be construed
as preventing ▇▇▇▇▇▇▇ from investing his assets as a passive investor in such
form or manner as he sees fit as long as the investments will not require any
personal service from ▇▇▇▇▇▇▇. However, ▇▇▇▇▇▇▇ agrees not to invest in any
entities that compete directly with QI or affiliated or related companies.
▇▇▇▇▇▇▇ shall have the further right to serve on other Boards of Directors
provided it is determined by the Board of Directors of QI that there is no
conflict of interest with such service and ▇▇▇▇▇▇▇ duties pursuant to the
employment agreement and such other Board services does not interfere with the
performance of the stated services for QI.
8. TERMINATION. A. In the event QI terminates ▇▇▇▇▇▇▇'▇ employment for
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any reason other than ▇▇▇▇▇▇▇'▇ gross malfeasance or gross nonfeasance, or
otherwise materially breaches this Agreement (which breach is not cured within
10 days following written notice) ▇▇▇▇▇▇▇ will receive a lump sum payment equal
to his then current annual salary payable within 10 days after such notice of
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termination is given. It is agreed that any stock options awarded ▇▇▇▇▇▇▇ will
immediately vest in full in such event.
B. For purposes of this specific employment agreement, the parties
agree that any one of the following items shall be included as defining a
termination without cause:
1. Either QI moves its current headquarters more than 25 miles
form Malvern, Pennsylvania, or
2. ▇▇▇▇▇▇▇ is transferred to a location based more than 25
miles from Malvern, Pennsylvania, or
3. ▇▇▇▇▇▇▇'▇ position and responsibility as QI's Chairman or
Chief Executive Officer is adversely changed or modified during this
Agreement and ▇▇▇▇▇▇▇ upon 30 days written notice to the President or
Board of Directors setting forth the basis for ▇▇▇▇▇▇▇'▇ objection to
the changes is not satisfied in his sole discretion at the end of the
30 days period with the solution proposed to resolve the issue.
C. QI shall have the absolute right to terminate this agreement
immediately in the event of gross malfeasance or gross nonfeasance on the part
of ▇▇▇▇▇▇▇.
D. It is understood and agreed that this is a personal services
contract, and that QI shall have the right to terminate this agreement on 10
days notice to ▇▇▇▇▇▇▇, if appropriate, in the event of the disability or death
of ▇▇▇▇▇▇▇ which would otherwise prevent him from performing his or her duties.
For purposes of this provision, "disability" shall be defined in accordance with
the definition of "disability" as contained in QI's disability insurance policy.
In the event of ▇▇▇▇▇▇▇'▇ death, any guaranteed monies due under this agreement
would be paid directly to QI's estate as probated.
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9. NONDISCLOSURE. During the course of his employment with QI, ▇▇▇▇▇▇▇
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may have occasion to conceive, create, develop, review, or receive information
that is considered by QI to be confidential or proprietary, including
information relating to inventions, patent, trademark and copyright
applications, improvements, know-how, specifications, drawings, cost and pricing
date, process flow diagrams, customer and supplier lists, bills, ideas, and/or
any other written material referring to same (Confidential Information). Both
during the term of employment and thereafter:
1. ▇▇▇▇▇▇▇, as an officer and employee, agrees to maintain in
strict confidence such Confidential Information.
2. ▇▇▇▇▇▇▇ further agrees to use his best efforts to ensure
that all such Confidential Information is properly protested and kept
from unauthorized persons or disclosure.
3. If requested by QI, ▇▇▇▇▇▇▇ agrees to promptly return to QI
all materials, writings, equipment, models, mechanisms, and the like
obtained from or through QI, including but not limited to, all
Confidential Information, all of which ▇▇▇▇▇▇▇ recognizes is the sole
and exclusive property of QI.
4. ▇▇▇▇▇▇▇ agrees that he will not, without first obtaining the
prior written permission of QI: (a) directly or indirectly utilize
such Confidential Information in his or her own business; (b)
manufacture and/or sell any product that is based in whole or in part
on such Confidential Information; or (c) disclose such Confidential
Information to any third party.
10. EMPLOYER PERQUISITES. ▇▇▇▇▇▇▇ shall be entitled to and shall receive
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all employer perquisites as would normally be granted to employees of QI. Such
perquisites to include the following:
a. Health insurance under terms and conditions as provided to
other employees of QI, except that, any case, QI shall continue to
bear 100% of the costs of such insurance.
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b. Vacation of 14 business days per annum.
c. Paid holidays pursuant to QI's stated policy.
d. A continued car allowance of $600 per month.
11. REPRESENTATIONS AND WARRANTIES. ▇. ▇▇▇▇▇▇▇ represents and warrants to
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Company that he is not a party to or otherwise bound by any other employment or
services that may, in any way, restrict his right or ability to enter into this
agreement or otherwise be employed by QI.
▇. ▇▇▇▇▇▇▇ agrees that he will not reveal to QI, or otherwise
utilize in his employment with QI, any proprietary trade secrets or confidential
information of any previous employer.
12. NOTICES. Any written notice required to be given pursuant to this
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agreement shall be hand delivered or sent via fax or E-mail, or delivered by a
national overnight express service such as Federal Express.
13. JURISDICTION AND DISPUTES. A. This agreement shall be governed by the
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State of Pennsylvania.
B. All disputes hereunder shall be resolved in the applicable state
or federal courts of Pennsylvania. The parties consent to the jurisdiction of
such courts, agree to accept service of process by mail, and waive any
jurisdictional or venue defenses otherwise available. The parties reserve the
right to mutually agree to binding arbitration in accordance with the policies
of the American Arbitration Association.
14. AGREEMENT BINDING ON SUCCESSORS. This agreement shall be binding on
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and shall inure to the benefit of the parties hereto, and their heirs,
administrators, successors, and assigns.
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15. WAIVER. No waiver by either party of any default shall be deemed as a
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waiver of any prior or subsequent default of the same or other provisions of
this agreement.
16. SEVERABILITY. If any provision hereof is held invalid or unenforceable
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by a court of competent jurisdiction, such invalidity shall not affect the
validity or operation of any other provision, and such invalid provision shall
be deemed to be severed from the agreement.
17. ASSIGNABILITY. This agreement and the rights and obligations
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thereunder are personal with respect to ▇▇▇▇▇▇▇ and may not be assigned by any
action of ▇▇▇▇▇▇▇ or by operation of law. QI shall, however, have the right to
assign this agreement to a successor in interest to QI or to the purchaser of
the assets or stock of QI but not to any other third party.
18. INTEGRATION. This agreement constitutes the entire understanding of
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the parties, and revokes and supersedes all prior agreements between the parties
and is intended as a final expression of their agreement. It shall not be
modified or amended except in writing signed by the parties hereto and
specifically referring to this agreement. This agreement shall take precedence
over any other documents that may be in conflict therewith.
IN WITNESS WHEREOF, QI and ▇▇▇▇▇▇▇ confirm the foregoing accurately
sets forth the parties respective rights and obligations
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and agrees to be bound by having the evidenced signature affixed thereto.
Quadrant International, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, President Signature
Date: 2/2/98 Date: 2/2/98
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