Vice President, Marketing Employment Agreement - Joanne Wacker

Exhibit 10.4





EMPLOYMENT AGREEMENT



THIS AGREEMENT, by and between Joanne Wacker (the "Employee") and Apropos Technology, Inc., an Illinois corporation (the "Company"), is made as of January 20, 2000.



In consideration of the mutual covenants herein contained, and in consideration of the employment of Employee by the Company, the parties agree as follows:



1. Duties and Scope of Employment.



(a) Position. The Company agrees to employ the Employee under the terms of this Agreement in the position of Vice President, Marketing. Employee shall report to the President of the Company in the corporate offices in Oakbrook Terrace, Illinois.



(b) Obligations. During the term of this Agreement, the employee shall devote her full business efforts and time to the Company.





2. Compensation.



(a) Base Salary and Bonus. Beginning on the effective date of this Agreement, the Employee shall be paid a base salary (the "Base Compensation) of $148,000, per year, payable in accordance with the Company's standard payroll policies. The Company shall review Employee's performance on at least an annual basis and shall adjust Employee's base salary as it deems appropriate based on such review.



(b) Bonus. Employee shall also be eligible for an annual bonus of $40,000 based upon her performance measured against management objectives. The bonus will be due and payable on the 15th day of February of the following year.

3. Definitions. As used herein, the following definitions shall apply:



(a) "Change in Control" shall mean the occurrence of the following event: The stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than as merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition of the Company of all or substantially all the Company's assets.



(b) "Termination for Cause" shall mean that Employee's termination was the result of (i) act or acts of dishonesty undertaken by Employee and intended to result in substantial gain or personal enrichment of Employee at the expense of the Company, (ii) persistent failure by Employee to perform the duties and obligations of Employee's employment which are not remedied in a reasonable period of time after receipt of written notice from the Company; (iii) the conviction of Employee of a felony; or (iv) Employee's continued breach of any term of this Agreement or any Exhibit to this Agreement after written notice and a reasonable period to cure.



(c) "Constructive Termination" shall mean (i) a material reduction in Employee's salary or benefits not agreed to by Employee (except in connection with a decrease to be applied because the Company's performance has decreased and which is also applied to other officers, and excluding the substitution of substantially equivalent compensation and benefits), or (ii) a material change in Employee's responsibilities, other than as contemplated by and consistent with the spirit of Section 1(a), not agreed to by Employee.



(d) "Voluntary Termination of Employment" shall mean Employee voluntarily terminates her employment with the Company, unless such termination occurs within three (3) months following a Constructive Termination.



4. Employee Benefits. During the term of his employment under this Agreement, the Employee shall be entitled to the full benefits for which Employee is eligible under the employee benefit plans and including (without limitation) pension plans, savings or profit-sharing plans, deferred compensation plans, supplemental retirement plans, stock option, incentive or other bonus plans, life, disability, health, accident and other insurance programs, paid vacations and sabbat ...