EXHIBIT 10.7
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EMPLOYMENT CONTRACT
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This Employment Agreement, effective as of October 1, 2001, is made between
BRIDGELINE Software, Inc., a Delaware corporation (hereinafter referred to as
"Employer"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (hereinafter referred to as "Employee").
In Consideration of the mutual promises made herein, Employer and Employee agree
as follows:
ARTICLE 1
TERM OF EMPLOYMENT
SPECIFIED PERIOD
SECTION 1.1
Employer hereby employs Employee, and Employee hereby accepts employment with
Employer for a period of three (3) years beginning as of the effective date of
this Agreement.
AUTOMATIC EXTENSION
SECTION 1.2
This Agreement shall be automatically extended for a further day, without
written amendment, on each and every day after October 1, 2001 so that is always
effective for a period of three (3) years, subject to earlier termination as
provided in Section 6.1.
"EMPLOYMENT TERM" DEFINED
SECTION 1.3
As used herein, the phrase "employment term" refers to entire period of
employment of Employee by Employer hereunder, whether for the periods provided
above, or whether terminated earlier as hereinafter provided or extended by
mutual agreement between Employer and Employee.
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Employee Employer Employer
ARTICLE 2
DUTIES AND OBLIGATIONS OF EMPLOYEE
GENERAL DUTIES
SECTION 2.1
Employee shall serve as Chief Executive Officer, President, and Member of the
Board of Directors of Employer and any of its wholly owned subsidiaries. In such
capacity, Employee shall perform general and active supervision of the affairs,
business, offices and employees of the Employer and do and perform all other
services, acts or things in accordance with the bylaws of the Employer and the
policies heretofore and hereinafter set by Employer's Board of Directors. The
Employee shall perform such services at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, or at such other location within thirty (30) miles of said
address as may be designated by Employer.
DEVOTION TO EMPLOYER'S BUSINESS
SECTION 2.2
(a) Employee shall devote his entire productive time, ability and attention
to the business of employer during the term of this Agreement.
(b) Employee shall not engage in any business duties or pursuits whatsoever,
or directly or indirectly render any services of a business, commercial
or professional nature to any other person or organization, whether for
compensation or otherwise, without the prior written consent of the
Employer's Board of Directors. However, the expenditure of reasonable
amounts of time for education, charitable or professional activities
shall not be deemed a breach of this Agreement if those activities do
not materially interfere with the services required under this
Agreement.
(c) This Agreement shall not be interpreted to prohibit Employee from making
personal investments, becoming a Board member of a non-competing
business, or conducting private business affairs if those activities do
not materially interfere with the services required under this
Agreement.
CONFIDENTIAL INFORMATION; TANGIBLE PROPERTY
COMPETITIVE ACTIVITIES
SECTION 2.3
(a) Employee shall hold in confidence and not use or disclose to any person
or entity without the express written authorization of Employer, either
during the term of employment or at any time thereafter, secret or
confidential information of Employer. Information and materials received
in confidence from third parities by Employee is included within the
meaning of this section. If any confidential information described below
is sought by legal process, Employee will promptly notify Employer and
will cooperate with Employer in preserving its confidentiality in
connection with any legal proceeding.
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The parties hereto hereby stipulate that the following information is
important, material and has independent economic value (actual or potential)
from not being generally known to others who could obtain economic value from
its disclosure or use ("Confidential Information"), and that any breach of any
term of this Section 2.3 is a material breach of this Agreement.
(i) The names, buying habits and practices of Employer's customers
or prospective customers;
(ii) Employer's marketing methods and related data;
(iii) The names of Employer's vendors and suppliers;
(iv) Costs of labor or materials;
(v) The prices Employer obtains or has obtained or for which it
sells or has sold its products or services;
(vi) Compensation paid to employees or other terms of employment;
(vii) Employer's past and projected sales volumes;
(viii) Proposed new products;
(ix) Enhancements of existing products; and
(x) Any addition information deemed by Employer to be confidential
by marking or stamping "Confidential "or similar words on the
cover of such information, by advising Employee orally or in
writing that certain information is confidential or by
generally treating such information in such a manner that
Employee should reasonably believe it to be deemed confidential
by Employer.
Notwithstanding the foregoing, the parties contemplate that the categories of
information described in subsections (iii), (ix), and (x) above may be disclosed
to customers and potential customers of the Employer in the normal course of
business, and such disclosure shall not constitute a breach of this Agreement.
All Confidential Information, as well as all software code, methodologies,
models, samples, tools, machinery, equipment, notes, books, correspondences
drawings and other written, graphical or electromagnetic records relating to any
of the Confidential Information of Employer which Employee shall prepare, use,
construct, observe, possess, or control shall be and shall remain the sole
property of Employer and shall be returned to Employer upon termination of
employment.
(b) For a period of twelve (12) months following Employee's termination of
employment with Employer, Employee agrees not to engage in any
employment or activity that is any way competitive with Employer's
business.
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Employee Employer Employer
(c) During the term of this contract, Employee shall not, directly or
indirectly, either as an employee, consultant, agent, principal,
partner, stockholder (except in a publicly held company), corporate
officer, director, or in any other individual or representative
capacity, engage or participate in any business that is in competition
in any manner whatsoever with then business of Employer.
(d) During his employment hereunder, Employee agrees that Employer will not
undertake planning for or organization of any business activity
competitive with Employer's business, or combine or conspire with other
employees or representative of Employer's business for the purpose of
organizing any competitive business activity.
(e) During his employment hereunder and for twelve (12) months thereafter,
Employee agrees that he will not directly or.indirectly, or by action in
concert with others, induce or influence (or seek to induce or
influence) any person who is engaged (as an employee, agent, independent
contractor or otherwise) by Employer to terminate his or her employment
or engagement.
(f) Covenants of this Section 2.3 shall be construed as separate covenants
covering their subject matter in each of the separate counties and
states in the United States in which Employer transacts its business. To
the extent that any covenant shall be judicially unenforceable in any
one or more of said counties or states, said covenants shall not
affected with respect to each other county and state; each covenant with
respect to each county and state being construed as severable and
independent.
(g) Employee represents and warrants the Employee is free to enter into this
Agreement and to perform each of the terms and covenants contained
herein, and that doing so will not violate the terms or conditions of
any agreement between Employee and any third party.
INVENTIONS AND ORIGINAL WORKS
SECTION 2.4
Employee agrees that he will promptly make full written disclosure to Employer,
will hold in trust for the sole right ft and benefit of Employer, and hereby
assigns to Employer, all of his right, title and interest in and to any and all
inventions (and patent rights with respect thereto), original works of
authorship (including all copyrights with respect thereto), developments,
improvements or trade secrets which Employer may solely or jointly conceive or
develop or reduce to practice, or cause to be conceived or developed or reduced
to practice, during the course of performing his duties under this Agreement.
Employee acknowledges that all original works of authorship which are made by
him (solely or jointly with others) within the scope of his duties under this
Agreement and which are protect able by Copyrights are "works made for hire" as
that term is defined in the United States Copyright Act (17 U.S.C.A., Section
101) and that Employee is an employee as defined under that Act. Employee
further agrees from time to time to execute written transfers to Employer of
ownership of specific original works of authorship (and all copyrights therein)
made by Employee (solely or jointly with others) which may, despite the
proceeding sentence, be deemed by a court of law not to be
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"works made for hire" in such form as is acceptable to Employer in its
reasonable discretion.
MAINTENANCE OF RECORDS
SECTION 2.5
Employee agrees to keep and maintain adequate and reasonable written records of
all inventions, original works of authorship, trade secrets developed or made by
him (solely or jointly with others) during the term of this Agreement. The
records will be in the form of notes, sketches, drawings and other formats that
may be specified by Employer. The records will be available to and remain the
sole property of Employer at all times.
OBTAINING LETTERS PATENT AND COPYRIGHT REGISTRATION
SECTION 2.6
Employee agrees to assist Employer to obtain United States or foreign letters
patent, and copyright registration (as well as any transfers of ownership
thereof) covering inventions and original works of authorship assigned hereunder
to Employer.
ARTICLE 3
OBLIGATIONS OF EMPLOYER
GENERAL DESCRIPTION
SECTION 3.1
Employer shall provide Employee with the compensation, incentives and benefits
specified elsewhere in this Agreement.
OFFICE AND STAFF
SECTION 3.2
Employer shall provide Employee with a private office, administrative help,
office equipment, supplies and other facilities and services suitable to
Employee's position and adequate for the performance of his duties.
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ARTICLE 4
COMPENSATION OF EMPLOYEE
ANNUAL SALARY
SECTION 4.1
(a) As compensation for his services hereunder, Employee shall be paid a
salary at the rate of not less than one hundred and fifty thousand
dollars ($150,000) per year effective as of the effective date of this
Agreement. Salary shall be paid in equal installments not less
frequently than twice per month.
(b) Employee shall receive increases in salary during the term of this
Agreement as may be determined by Employer's Board of Directors in its
sole discretion from time to time and, if so increased, Employee's
salary shall not thereafter be decreased except with Employee's consent.
BONUS COMPENSATION
SECTION 4.2
In addition to his annual salary, Employee shall be entitled to receive an
annual cash bonus of minimally fifty thousand dollars ($50,000) to be paid each
year, based on mutually agreed upon goals that will be set by the Board of
Directors. The goals will be realistic and attainable and shall be determined on
a basis consistent with the criteria used for determining the goals in prior
years. Based on achieving the agreed upon goals, the annual cash bonus shall be
paid in installments of $12,500 on April 30, July 30, October 30, and January
30. The Directors may from time to time elect to pay any additional bonuses
based on performance that exceeds the mutually agreed upon goals.
ANNUAL COMPENSATION. REVIEW AND ADJUSTMENT
SECTION 4.3
The Employer agrees that by December 31st of every calendar year the Board of
Directors, or the Board of Directors Compensation Committee will review the
compensation of three Chief Executive Officers of other similar companies, of
similar size, and of similar status (private or public) who perform their duties
in the same geographical location that Employee performs his duties. The
Employer agrees that the Employees annual compensation will be adjusted
annually, so that the Employees annual Compensation will be no less than the
average of the three Chief Executive Officers of the three similar companies
reviewed.
TAX WITHHOLDING
SECTION 4.4
Employer shall have the right to deduct or withhold from the compensation due to
Employee hereunder any and all sums required for federal income and social
security
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taxes and all state or local taxes now applicable or that may be enacted and
become applicable in the future.
ARTICLE 5
EMPLOYEE BENEFITS
ANNUAL VACATION
SECTION 5.1
Employee shall be entitled to twenty (20) Business days of paid vacation during
each year of this contract. In the event Employee is unable to or does not take
all of the vacation days to which he is entitled hereunder, he shall be paid for
those days at his normal daily rate (to be calculated by dividing his annual
salary and bonus, at the rate in effect at the end of the relevant fiscal year
of Employer by the number of Business Days in the relevant fiscal year) within
forty-five (45) days of the end of the Employer's fiscal year. Unused vacation
shall not be carried over into the next year. As used in this Agreement, a
Business Day shall mean any day other than Saturday, Sunday or national holiday.
BENEFITS
SECTION 5.2
Employee shall participate in any and all benefit plans, including without
limitation group health an dental insurance programs, provided by Employer,
should Employee elect to participate in any such plans. In addition, Employer
shall pay, or at Employee's option reimburse Employee for, the premiums on (a) a
disability insurance policy $20,000 and (b) a term life providing a monthly
disability benefit of no less than insurance policy in the amount of $2,000,000
payable to Employee's beneficiary(ies) (which may be or include the estate or
Family Limited Partnership of the Employee).
BUSINESS EXPENSES
SECTION 5.3
Employer shall reimburse Employee for all appropriate expenses for travel and
entertainment by Employee for legitimate business purposes, provided that
Employee furnishes to Employer adequate records and documentary evidence for the
substantiation of each such expenditure.
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ARTICLE 6
TERMINATION OF EMPLOYMENT
TERMINATION
SECTION 6.1
Employee's employment hereunder may be terminated by Employee or Employer as
herein provided, without further obligation or liability, except as expressly
provided herein.
RESIGNATION, RETIREMENT, DEATH OR DISABILITY
SECTION 6.2
Employee's employment hereunder shall be terminated at any time by Employee's
resignation (other than by resignation for Good Reason), or by Employee's
retirement at or after attainment of age sixty five (65) ("Retirement"), death,
or by his inability to perform his duties under this Agreement on a fulltime
basis for a period of at least six (6) consecutive months because of a physical
or mental illness ("Disability").
TERMINATION FOR CAUSE
SECTION 6.3
Employees' employment hereunder may be terminated for Cause upon the affirmative
vote of all members of the Board of Directors other than the Employee. "Cause"
shall mean embezzlement of assets of the Employer or an Affiliate, or breach of
fiduciary duty involving materially personal or family profit; willfully
engaging in conduct with the purpose and effect of materially injuring Employer,
or the willful and continued failure by the employee to substantially perform
his duties hereunder.
For purposes of this Section, no act, or failure to act, on the Employee's part
shall be considered "willful" unless done, or omitted to be done, by not in good
faith and without reasonable belief that his action or omission was in the best
interest of the Employer. Notwithstanding the foregoing, the Employee shall not
be deemed to have been terminated for Cause without (i) reasonable notice to the
Employee setting forth the reasons for the Employer's intention to terminate for
Cause; (ii) an opportunity for the Employee, together with his counsel, to be
heard before the Board; and (iii) delivery to Employee of a Notice of
Termination as defined in Section 6.7 hereof from the entire Board finding that
in the good faith opinion of such the entire Board, the Employee was guilty of
conduct set forth above, and specifying the particulars thereof in detail.
TERMINATION WITHOUT CAUSE
SECTION 6.4
Employee's employment hereunder may be terminated without Cause upon thirty (30)
days' notice for any reason, subject to the payment of any amounts required by
Section 7.3.
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EXPIRATION
SECTION 6.5
Employee's employment hereunder shall be terminated upon expiration of the Term
of Employment as provided in Section 1.1 and 1.2.
RESIGNATION FOR GOOD REASON
SECTION 6.6
(a) At any time within one (1) year following a Change in Control, Employee
may regard Employee's employment as being constructively terminated, and
may therefore resign within ninety (90) days of Employee's discovery of
any one of the following events, which will constitute "Good Reason" for
such resignation:
(i) Without Employee's express written consent, the assignment to
Employee of any duties materially inconsistent with Employee's
position, duties, responsibilities and status with Employer
immediate prior to the Change in Control, or any subsequent
removal of Employee from or any failure to re elect Employee to
any such position, with the determination of whether such an
event had taken place to be in the sole discretion of Employee;
(ii) Without Employee's express written consent, the termination
and/or material reduction in Employee's facilities (including
office space and general location) and staff reporting and
available to Employee's immediately prior to the Change in
Control, with the determination of whether such an event has
taken place to be in the sole discretion of Employee;
(iii) A geographical relocation of Employee without Employee's
written consent;
(iv) A failure by the Employer to comply with any material provision
of this Agreement which is not been cured within ten (10) days
after notice of such noncompliance has been given by the
Employee to the Employer;
(v) Any purported termination of Employee's employment by the
Employer or the Board which is not effected pursuant to the
requirements of this Article 6 with respect to death,
Retirement, Disability or Termination for Cause;
(vi) Any purported termination of the Employee's employment which is
not effected pursuant to a Notice of Termination satisfying the
requirements of paragraph 6.7 (and for purposes of this
Agreement no such purported termination shall be effective);
(vii) Receipt of notice by Employee that this Agreement will not be
renewed pursuant to Section 1.2;
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(viii) A material reduction by Employer of Employee's compensation
and/or benefits in effect prior to the Change in Control.
(ix) A failure by the Employer to comply with Section 4.3 of this
Agreement.
(b) At any time during the sixty (60) days after the first anniversary of a
Change in Control, Employee may resign for any reason or no reason and
such resignation during such period shall conclusively constitute "Good
Reason" for such resignation.
(c) Employee may also resign his employment under the following
circumstances which shall constitute "Good Reason" for such resignation:
if his health should become impaired to an extent that makes his
continued performance of duties hereunder hazardous to his physical or
mental health or his life, provided that the Employee shall have
furnished the Employer with a written statement from a qualified doctor
to such effect and provided, further, that, at the Employer's request,
the Employee shall submit to an examination by a doctor selected by the
Employer and such doctor shall have concurred in the conclusion of the
Employee's doctor.
NOTICE OF TERMINATION
SECTION 6.7
Any termination of the Employee's employment by the Employer or by the Employee
(other than termination by reason of resignation, except for Good Reason, which
shall require Notice of Termination), retirement, or death, shall be
communicated by written Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which
shall include the specific termination provision in this Agreement relied upon,
and shall set forth ion reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Employee's employment under the provision
so indicated.
DATE OF TERMINATION
SECTION 6.8
The "Date of Termination" shall be:
(a) If the Employee's employment is terminated by his death, the date of his
death;
(b) If the Employee's employment is terminated by Employer by reason of
Employee's disability, thirty (30) days after Notice of Termination is
given (provided that the Employee shall not have returned to the
performance of his duties on a full-time basis during such thirty (30)
day period);
(c) If the Employee's employment is terminated for Cause, the date the
Notice of Termination is given or after if so specified in such Notice
of Termination;
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(d) If the Employee's employment is terminated for Good Reason, thirty (30)
days after Notice of Termination is given; and
(e) If the Employee's employment is terminated for any other reason, the
date on which a Notice of Termination is given; provided that if within
thirty (30) days after any Notice of Termination is given the party
receiving such Notice of Termination notifies the other party that a
dispute is finally determined, either by arbitration award or by a final
judgment, order or decree of a Court competent jurisdiction (the time
for appeal therefore having expired and no appeal having been
perfected).
CHANGE OF CONTROL DEFINED
SECTION 6.9
For purposes of this Agreement, a "Change in Control" shall mean a change in
control of Employer of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that,
without limitation, such a change in control shall, be deemed to have occurred
if:
(a) Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Employer representing twenty percent (20%) or more of the combined
voting power of the Employer's then outstanding securities; or
(b) During any period of two (2) consecutive years during the term of this
Agreement, individuals who at the beginning of such period constitute
the board cease for any reason would constitute at least a majority
thereof, unless the election of each Director who was not a Director at
the beginning of such period has been approved in advance by Directors
representing at least two-thirds (213) of the Directors then in office
who were Directors at the beginning of the period.
ARTICLE 7
PAYMENTS TO EMPLOYEE ON TERMINATION
DEATH, DISABILITY OR RETIREMENT
SECTION 7.1
In event of Employee's Retirement, death or Disability, the amounts and benefits
due Employee pursuant to Article 4 and 5 through the Date of Termination, and
all benefits generally available to Employer's employees as of the date of such
an event, shall be payable to Employee or Employee's estate, or Family Limited
Partnership without reduction, in accordance with the terms of this Agreement or
of any plan, contract, understanding or arrangement forming the basis for such
payment. Employee shall be entitled to such other payments as might arise from
any other plan, contract, understanding or arrangement between Employee and
Employer at the time of any such event.
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TERMINATION FOR CAUSE
OR RESIGNATION WITHOUT GOOD REASON
SECTION 7.2
In event Employee's is terminated by Employer for Cause or Employee resigns
for any reason other tan Good Reason, Employer shall pay and provide the amounts
and benefits due Employee pursuant to Article 4 and 5 through the Date of
Termination and shall have no further obligation to Employee under this
Agreement or otherwise, except to the extent provided in any other plan,
contract, understanding or arrangement, or as may be expressly required by law.
TERMINATION WITHOUT CAUSE
OR RESIGNATION FOR GOOD REASON
SECTION 7.3
The following provisions shall apply in the event Employee is either terminated
by Employer without Cause or resigns for Good Reason:
(a) Employer shall pay to Employee, or in the event of Employee's subsequent
death, to Employee's surviving spouse, or if none, to Employee's estate
or the Family Limited Partnership, the amounts and benefits due Employee
pursuant to Article 4 and 5 through the Date of Termination and, in
addition, as severance pay a lump sum payment ("Severance Payment") of
one million dollars ($1,000,000) or equal to three (3) times the total
of the following amounts: (1) Employee's annual salary, plus the minimum
annual bonus compensation described in Section 4.2, at the rate in
effect at the time Notice of Termination is given; (2) any other similar
cash compensation or allowances, then in effect for Employee, which ever
is greater. Not withstanding the foregoing, if Employee reasonably
believes, on advice of legal counsel, that the payment in full of the
Severance Payment would result in lesser after-tax proceeds to Employee,
after taking into account all income, payroll and excise taxes (if any,
under Internal Revenue Code ("Code") Section 4999 as amended or
superseded) than if the Severance Payment were reduced, Employee may
elect to reduce the Severance Payment to an amount which would maximize
his after-tax proceeds.
(b) To the extent permissible under applicable law, including Code
anti-discrimination standards which must be met to retain favorable tax
status of any employee benefit plan, contract or arrangement, Employer
shall continue to provide to Employee during unexpired term of. this
Agreement, those benefits to which Employee is entitled to immediately
prior to the termination. In 'the event that Employee's participation in
any such plan, contract or arrangement is barred, Employer shall, at its
expense, arrange to provide Employee with benefits substantially similar
to those which Employee would otherwise have been entitled to receive
under such plans, contracts or arrangements from which his continued
participation is barred.
(c) Employer shall cause any stock options issued to Employee which have not
lapsed and which are not otherwise exercisable to be accelerated so as
to be immediately
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exercisable by Employee and to remain exercisable for the full term
specified in the applicable stock option agreement. In the event that
under the plan, agreement or arrangement governing the stock options
issued to Employee, Employee's options would expire or become
unexercisable sooner than the full term originally specified as a result
of Employee's termination or resignation, Employer shall amend the
applicable stock option plan, agreement or arrangement to permit the
exercise of Employee's options for the full term otherwise provided. If
retaining Employee as a consultant for a term coextensive with the term
remaining on Employee's stock options would permit their exercise for
full term originally specified notwithstanding Employee's termination or
resignation, Employer may satisfy its obligation hereunder be retaining
Employee as a consultant provided that Employee and Employer agree on
the essential terms of the consulting arrangement.
(d) The total of any payment pursuant to this Agreement shall be limited to
the extent necessary, in the opinion of legal counsel reasonably
acceptable to Employee and Employer, to avoid the payment of an "excess
parachute" payment within the meaning of Internal Revenue Code Section
280G or a successor provision.
ARTICLE 8
GENERAL PROVISIONS
NOTICES
SECTION 8.1
Any notices to be given hereunder by either party to the other shall be in
writing and may be transmitted by personal delivery or by certified mail,
postage prepaid with return receipt requested. Mailed notices shall be addressed
to the parties at:
"Employee":
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
"Employer"
BRIDGELINE SOFTWARE, INC
ATTN: HUMAN RESOURCES DEPT
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Each party may change that address by written notice in accordance with this
section. Notices delivered personally shall be deemed communicated as of the
date of actual receipt. Mailed notices shall be certified, and shall be deemed
communicated as of the date of the certified mail receipt.
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ARBITRATION
SECTION 8.2
(a) Any controversy between Employer and Employee involving the construction
or application of any of the terms, provisions or conditions of this
Agreement or the breach thereof shall be settled by arbitration, and
judgment upon the award rendered by the arbitrator(s) may be entered in
any court having jurisdiction. Arbitration shall comply with and be
governed by the provisions of the American Arbitration Association,
Commercial Division.
(b) Employer and Employee shall each appoint one person to hear and
determine the dispute. If the two persons so appointed are unable to
agree, then those persons shall select a third, impartial arbitrator
whose, decision shall be final and conclusive upon both parties.
(c) The cost of arbitration shall be borne by the losing party or in such
proportions as the arbitrators decide.
(d) Such arbitration shall take place in Middlesex County, Massachusetts (or
the county in Massachusetts closest to Middlesex County having an office
of the American Arbitration Association).
ATTORNEY'S FEES AND COSTS
SECTION 8.3
If any action at law or in equity is necessary to enforce or interpret the terms
of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to any other
relief to which that party may be entitled. This provision shall be construed as
applicable to the entire contract.
ENTIRE AGREEMENT
SECTION 8.4
This Agreement supersedes any and all other agreements, either oral or in
writing, between the parties hereto with respect to the subject matter contained
herein and contains all the covenants and agreements between the parties with
respect to that subject matter. Each party to this Agreement acknowledges that
no representations, inducements, promises or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement or promise not
contained in this Agreement shall be valid or binding on either party.
MODIFICATIONS
SECTION 8.5
Any modification of this Agreement will be effective only if it is in writing
and signed by the Employee and properly authorized by Employer's Board of
Directors and signed by two (2) officers of Employer.
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EFFECT OF WAIVER
SECTION 8.6
The failure of either party to insist on strict compliance with any of the
terms, covenants or condition of this Agreement by the other party shall not be
deemed a waiver of that term, covenant or condition, nor shall any waiver or
relinquishment of that right or power for all or any other times.
PARTIAL INVALIDITY
SECTION 8.7
If any provision in this Agreement is held by a court of competent jurisdiction
to be invalid, void or unenforceable, the remaining provisions shall
nevertheless continue in full force without being impaired or invalidated in any
way.
This Employment Contract is executed on October 1, 2001
"Employer"
BRIDGELINE Software, Inc.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Chairman of the Board
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Vice President &
Chief Financial Officer
"Employee"
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Employee Employer Employer