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Exhibit 10.12
EMPLOYMENT AGREEMENT
AGREEMENT dated and effective the 2nd day of January 1993, between Open
Solutions Inc., a Delaware corporation, with a place of business at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Employer") and ▇▇▇▇▇▇ ▇▇▇▇▇▇, individually,
with a residence at ▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ("Employee").
WHEREAS, the Employee has various business skills, including skills
relating to the development of data processing software and Employee desires to
apply such skills for the benefit of Employer; and
NOW, THEREFORE, base upon the mutual covenants contained herein and
other good and valuable consideration, intending to be legally bound, the
parties hereto agree as follows:
SECTION I SCOPE OF AGREEMENT & TERM
Employer hereby employs Employee and Employee hereby accepts such
employment on the terms and conditions set forth in this AGREEMENT beginning
January 2, 1993 and continuing thereafter on a month to month basis unless
terminated or cancelled as provided for in this AGREEMENT.
SECTION II DUTIES OF EMPLOYEE
Employee shall perform services for Employer as requested by Employer
and will diligently perform such services rendering Employee's best efforts in
the performance of such services.
SECTION III DUTIES OF EMPLOYER
Employer shall compensate Employee, reimburse Employee's expenses, and
provide such other benefits to Employee as may be stipulated in Schedule A to
this AGREEMENT. All applicable laws, rules and regulations shall be adhered to
by Employer and Employee.
SECTION IV RESTRICTIONS ON EMPLOYEE
Due to the special nature of the contribution, of Employee to Employer,
Employee agrees that Employee shall not, directly or indirectly, as a current or
former employee of Employer, for a period of two (2) years from the date such
employee status ends for any reason, directly or indirectly, compete with
Employer in the business which Employer is engaged, that being the development
and marketing of a client server banking package. Furthermore, during this
period of time Employee agrees not to, directly or indirectly, engage in any
other business venture,
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as an employee, a proprietor or otherwise an interested party, which competes
with the business which Employer is engaged, in or develop or market a
competitive or like product or service to any product or service offered by
Employer in such business and shall not, directly or indirectly, take any action
which directs from Employer any business opportunity within the scope of such
business of Employer nor cause or influence any employee, client, supplier,
agent, consultant or advisor of Employer to cease or diminish such party's
dealings with Employer. The AGREEMENT and all information regarding the
AGREEMENT, including, the terms and content thereof and the negotiation
therefore, shall not be disclosed by Employee or Employer except to the extent
required by law.
SECTION V PROPRIETARY INFORMATION &
CONFIDENTIALITY & PROTECTION OF PROPERTY
All material and information of Employer shall remain property of
Employer. Employee hereby irrevocably and unconditionally transfers and assigns
to Employer and Employer shall retain, all right, title and interest in material
or information, including software and all code and documentation relating
thereto, generated or provided to Employer by Employee, either jointly or
separately with Employer, whether heretofore or hereafter generated, including
all copyrightable and patentable works. Employee agrees not to use or disclose,
publish, release, transfer, or otherwise make available to any third party, any
material or information of the Employer including, any work created by Employer,
and Employee acknowledges that such material and information constitute a
valuable asset of Employer. Employee agrees not to remove any property from
Employer's premises without the express prior written consent of Employer.
This provision shall not be construed as restricting Employee from
engaging in other creative activities, such as the writing of a magazine
article, provided Employee otherwise honors the provisions of this AGREEMENT.
SECTION VI EMPLOYER'S RIGHTS
Employee acknowledges that the restrictions and limitations imposed
hereby upon Employee are reasonable in light of the opportunity presented by
this AGREEMENT and the express benefits conferred upon Employee by this
AGREEMENT. Employee agrees that Employer has a legitimate interest in fully
protecting: (i) Employer's proprietary material and information, (ii) Employer's
relationships with Employer's clients and suppliers and other parties, and (iii)
Employer's position in the marketplace.
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SECTION VII TERMINATION AND CANCELLATION
This Agreement is subject to termination by either party for
convenience upon fifteen (15) days prior written notice from one party to the
other party. This AGREEMENT is subject to cancellation by either party upon
prior written notice to the other party in the event the other party has
breached a material provision of this AGREEMENT. THE PAYMENT, NON-COMPETITION,
CONFIDENTIALITY AND PROPRIETARY RIGHTS PROVISIONS OF THIS AGREEMENT SHALL
SURVIVE THE TERMINATION OR CANCELLATION OF THIS AGREEMENT.
SECTION VIII GENERAL PROVISIONS
Neither party may assign, subcontract, delegate, or otherwise transfer
any part of this AGREEMENT without the express written consent of the other
party.
This AGREEMENT constitutes the entire understanding and AGREEMENT
between the parties with respect to its subject matter, all agreements,
understandings, representations, proposals, course of dealing, course of
performance or usage of trade, statements and negotiations to the contrary
notwithstanding.
No amendment to this AGREEMENT shall be effective unless it is in
writing and signed by Employer and Employee. All notices shall be in writing and
addressed to the parties at the addresses set forth above. No term hereof shall
be deemed waived and no breach excused unless such waiver or consent shall be in
writing and signed by the party against whom waiver or consent is claimed The
terms and conditions hereof supplement and do not replace or modify all laws,
regulations and rules otherwise applicable to employment.
This AGREEMENT shall be deemed to have been made in the State of New
Jersey and shall be governed and construed in accordance with the local laws of
the State of New Jersey. The sole and exclusive forum for the determination of
any claims asserted or causes of action based on or arising out of this
AGREEMENT shall be the state and federal courts located in the State of New
Jersey and the parties expressly submit to the jurisdiction thereof.
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IN WITNESS WHEREOF, the parties hereby execute this AGREEMENT.
Accepted and Agreed: Accepted and Agreed:
OPEN SOLUTIONS INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Date: January 2, 1993 Date: January 2, 1993
The AGREEMENT is hereby unanimously ratified and approved by the members of the
Board of Directors and shareholders of Employer as set forth herein.
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OPEN SOLUTIONS INC.
UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
DATE: JANUARY 2, 1993
RESOLVED, The employment AGREEMENT between OPEN SOLUTIONS
INC. and ▇▇▇▇▇▇ ▇▇▇▇▇▇ is hereby unanimously ratified and approved by all
members of the Employer's Board of Directors.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman
Board of Directors
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Member
Board of Directors
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Member
Board of Directors
By: /s/ ▇▇▇▇▇ ▇. Field
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▇▇▇▇▇ ▇. Field, Member
Board of Directors
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, Member
Board of Directors
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OPEN SOLUTIONS INC.
UNANIMOUS CONSENT OF SHAREHOLDERS
DATE: JANUARY 2, 1993
RESOLVED, The employment AGREEMENT between OPEN SOLUTIONS
INC. and ▇▇▇▇▇▇ ▇▇▇▇▇▇ is hereby unanimously ratified and approved by all the
shareholders of Employer.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. Field
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▇▇▇▇▇ ▇. Field
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SCHEDULE A
SALARY. All services rendered by Employee pursuant to this AGREEMENT,
both during and outside of normal working hours, shall be without compensation.
EXPENSES. An expense account will be maintained by Employer for
Employee, pursuant to which, Employee shall be reimbursed by Employer for all
reasonable and customary out of pocket expenses, actually incurred by Employee
in the conduct of Employer's business, based upon full and complete itemized
vouchers, submitted promptly in accordance with Employer's procedures.
OTHER BENEFITS. At Employer's sole expense, (except as to any benefits
for which an Employee contribution is standard policy of Employer) Employee will
receive health insurance, and other benefits regularly offered by Employer to
all other employees of Employer.
BONUS PROVISION. This bonus provision applies only in the event
Employer pays, in whole or in part, a certain deferred payment obligation to
▇▇▇▇▇▇-▇▇▇▇ Information Systems Management, Inc. ("PRISM") pursuant to a certain
Professional Services AGREEMENT between Employer and PRISM of the 1st day of
July 1992, in which event Employee shall receive, one third (1/3) of the amount
paid by Employer to PRISM for each such payment, as a bonus payment, payable in
the calendar year in which the deferred payment obligation of Employer to PRISM
is paid.
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EMPLOYMENT AGREEMENT MODIFICATION #1
The AGREEMENT dated and effective the 2nd day of January 1993, between
Open Solutions Inc., a Delaware corporation, with a place of business at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Employer") and ▇▇▇▇▇▇ ▇▇▇▇▇▇,
individually, with a residence at ▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇
("Employee") is modified as follows:
Schedule A is modified such that the reference to one third (1/3) in
the Bonus Provision thereof shall read one half (1/2).
IN WITNESS WHEREOF, the parties hereby execute this AGREEMENT.
Accepted and Agreed: Accepted and Agreed:
OPEN SOLUTIONS INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Date: January 15, 1993 Date: January 15, 1993
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OPEN SOLUTIONS INC.
UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
DATE: JANUARY 15, 1993
RESOLVED, The employment AGREEMENT between OPEN SOLUTIONS INC. and
▇▇▇▇▇▇ ▇▇▇▇▇▇ is hereby unanimously ratified and approved by all members of
Employer's Board of Directors as modified:
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman
Board of Directors
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Member
Board of Directors
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Member
Board of Directors
By: /s/ ▇▇▇▇▇ ▇. Field
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▇▇▇▇▇ ▇. Field, Member
Board of Directors
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, Member
Board of Directors
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OPEN SOLUTIONS INC.
UNANIMOUS CONSENT OF SHAREHOLDERS
DATE: JANUARY 15, 1993
RESOLVED, The employment AGREEMENT between OPEN SOLUTIONS INC. and
▇▇▇▇▇▇ ▇▇▇▇▇▇ is hereby unanimously ratified and approved by all the
shareholders of Employer as modified.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. Field
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▇▇▇▇▇ ▇. Field
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EMPLOYMENT AGREEMENT MODIFICATION #2
The AGREEMENT dated and effective the 2nd day of January 1994, between Open
Solutions Inc., a Delaware Corporation, with a place of business at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Employer") and ▇▇▇▇▇▇ ▇▇▇▇▇▇,
individually, with a residence at ▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Employee") is
modified as follows:
Schedule A is modified such that the bonus provisional thereof is
permanently deleted as of the original effective date of the AGREEMENT and
Employee shall not be entitled to and OSI shall not be required to pay any bonus
payment of other bonus compensation thereunder, notwithstanding any payment by
Employer to ▇▇▇▇▇▇-▇▇▇▇ Information Systems, Management, Inc., T/A "PRISM".
Schedule A is modified such that the annual salary to by paid by Employer
to Employee shall be increased to $100,000.00.
IN WITNESS WHEREOF, the parties hereby execute this AGREEMENT.
Accepted and Agreed: Accepted and Agreed:
OPEN SOLUTIONS INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: President January 27, 1994
---------------------- Date: ----------------------
Date: January 27, 1994
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