Chief Technical Officer Employment Agreement - Puru Agrawal

EMPLOYMENT AGREEMENT


This Agreement (the " Agreement" ) is entered into as of August 23, 2004 (the " Commencement Date" ) by and between Purusharth Agrawal (the " Executive" ) and Smarte Solutions, Inc. (" Smarte" or " Company" ) and Vincera Software, Inc. (" Vincera" )(collectively, the " Companies" ).


1.

Duties and Scope of Employment.

(a)

Position. For the term of his employment (which shall employment continue unless and until terminated pursuant to the terms of this Agreement) under this Agreement (the " Employment" ), the Companies, and each of them, agree to employ the Executive in the position of Chief Technical Officer of each of the respective Companies. The Executive shall report to the President and Chief Executive Officer of the Company. Additionally, for at least 6 months after the Commencement Date, unless otherwise mutually agreed by Executive and the Company, Executive shall serve as one of a total of two directors of Vincera.

(b)

Obligations to the Companies. During his Employment, without the prior written approval from the Companies, the Executive shall not render services in any capacity to any other person or entity and shall not act as a sole proprietor or partner of any other person or entity or as a shareholder owning more than five percent of the stock of any other corporation. The Executive shall comply with the respective Companies' policies and rules, as they may be in effect from time to time during his Employment.

(c)

No Conflicting Obligations. The Executive represents and warrants to the Companies that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not use or disclose, in connection with his Employment, any trade secrets or other proprietary information or intellectual property in which the Executive or any other person has any right, title or interest.


2.

Cash and Incentive Compensation.

(a)

Salary and Bonus. During the period commencing on the Commencement Date, the Company shall pay the Executive as compensation for his services to the Companies an initial base salary at a gross annual rate of not less than $120,000.00, subject to any increases determined at the sole discretion of the Company. Subject to the approval of the Board, the Company shall also provide the Executive an incentive cash bonus plan. The annual compensation specified in this Subsection (a), together with any modifications in such compensation that the Company may grant from time to time, is referred to in this Agreement as " Base Salary" . Such Base Salary shall be payable in accordance with the Company' s standard payroll procedures.

(b)

Stock Options. In addition to Stocks and Options the Executive may have received from the Companies, or either of them, prior to this agreement, as of immediately after the Closing of that certain Stock for Stock Exchange Agreement dated as of August 23_, 2004, the Company shall grant the Executive an additional incentive stock option, pursuant to the Company' s 2002 Stock Incentive Plan (" Plan" ), covering 30,000 shares of the Company' s Common Stock. The exercise price of such option shall be equal to $0.05 per share. The term of such option shall be 10 years, subject to earlier expiration in the event of the termination of the Executive' s Employment, in which event; the Executive shall have the period provided under the Plan to exercise any then unexercised option or portion thereof. Such option upon grant shall be immedia tely exercisable, but the purchased shares shall be subject to repurchase by the Company (" Right of Repurchase" ) at the exercise price in the event that the Executive' s Employment terminates according to the Right of Repurchase; provided, the Right of Repurchase shall lapse in equal monthly installments during continuous service of the Executive over the next three years. If, during the term of this Agreement, the Company terminates the Executive' s Employment for any reason other than for Cause, then the Right of Repurchase shall lapse with respect to all remaining option shares. The grant of such option shall be subject to the other terms and conditions set forth in the Smarte Solutions 2002 Stock Plan and in the Company's standard form of Stock Option Agreement.

(i)

In addition to the lapse of the Right of Repurchase as set forth above, the Right of Repurchase shall lapse as follows:

a)

In the event that the Company is subject to a Change in Control, the Right of Repurchase shall lapse as provided in the 2002 Stock Plan;

b)

In the event that the Executive is terminated for other than Cause or is subject to a Constructive Termination, the Right of Repurchase shall lapse; and

c)

In the event of the Executive' s death or Permanent Disability before the Executive' s Employment ends, the Right of Repurchase shall lapse on the date of such death or Permanent Disability.

For all purposes under this Agreement, " Constructive Termination" shall mean Executive' s voluntary resignation following (i) a change in his position with the Company that materially reduces his level of authority or responsibility, or (ii) receipt of notice that his principal workplace will be relocated more than 50 miles.


3.

Vacation and Employee Benefits . During his Employment, the Executive shall be eligible for fifteen (15) paid vacation days in accordance with the Company' s vacation policy, as it may be amended from time to time. During his Employment, the Executive shall be eligible to participate in the employee benefit plans maintained by the Company, subject in each case to the generally applicable terms and conditions of the plan in question and to the determinations of any person or committee administering such plan.


4.

Board Observation . The Company shall cause Executive to be permitted to attend all meetings of the Company' s Board of Directors (the "Board") as an observer, and shall have no voting rights at such meetings. The company(ies) shall give Executive copies of all notices, minutes, consents and other material that the company(ies) provide to its/their directors, except in the event such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information, or for other similar reasons. Upon reasonable notice and at a scheduled meeting of the Board of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, Executive may address the board of Directors with respect to his concerns regarding significant business issues facing the company(ies). E xecutive shall agree to hold in confidence and trust and not use or disclose any confidential information provided to or learned by him in connection with his rights to receive the information, with common exclusions of (i) the confidentiality obligations shall not apply to information that has become publicly known and made generally available through no wrongful act by executive; or (ii) the confidentiality obligations shall not limit disclosure of information ...