EMPLOYMENT AGREEMENT
This Agreement has been made and entered into this 29th day of August, 1997, between APPOINTNET, INC., a Pennsylvania corporation having its principal place of business at 234 N. Columbus Avenue, Philadelphia, PA 19106 (the "Company"), and LEET DENTON, an individual having an address of 148 Stoneway Lane, Bala Cynwyd, PA 19004 (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive as its Director of Software Development, and the Executive desires to accept that position subject to the provisions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Employment. The Company hereby offers, and the Executive hereby accepts, employment as the Director of Software Development of the Company upon the terms and conditions set forth herein.
2. Length of Employment.
(a) Term. The Executive's employment as the Director of Software Development of the Company shall commence as of the date hereof (the "Commencement Date"), and shall expire at the close of business on the second anniversary of the Commencement Date, unless earlier terminated pursuant to the provisions hereof (the "Term").
(b) Extended Term.
(i) The Term shall automatically be extended for successive one year periods commencing on the second anniversary of the Commencement Date and each anniversary thereafter, unless either party elects not to so extend by giving the other written notice, at least ninety days prior to any such anniversary of the Commencement Date, of its or his intention to terminate the employment provided hereby at the next anniversary of the Commencement Date.
(ii) In the event the Executive elects not to extend his employment pursuant to subsection (i) of this Section 2(b):
(A) the Executive shall continue to
perform his duties hereunder until the end of such term; and
(B) the Company shall continue to
pay the Executive on the normal payment dates, all salary, compensation
and benefits provided for under this Agreement through the end of such
term.
(iii) In the event the Company elects not to extend the Executive's employment pursuant to subsection (i) of this Section 2(b):
(A) the Executive shall be entitled
to cease working as of the date of his receipt of written notice of the
Company's election not to extend the Executive's employment; and
(B) the Company shall continue to
pay the Executive, in accordance with normal payroll practices, all
salary compensation and benefits provided for under this Agreement
through the end of such term.
3. Compensation and Allowances.
(a) Base Salary.
(i) The Company shall pay the Executive an initial annual base salary of $80,000.00 (the "Initial Base Salary").
(ii) Fees and the base salary shall be payable in convenient installments, as determined by the Company, but not less frequently than monthly.
(iii) The Executive's base salary shall be reviewed each year of the Term and may be increased, but not decreased, by the Board of Directors of the Company (the "Board") in its sole discretion.
(b) Necessary Items. The Company shall furnish office space, equipment, secretarial and other support, supplies and items necessary or proper in order that the Executive may perform his duties hereunder.
(c) Reimbursement of Expenses. The Company shall reimburse the Executive within 15 days of the presentation to the Company of receipts for the reasonable expenses and disbursements he incurs in the course of the performance of his duties hereunder; provided, however, that all expenses in excess of $250 must be preapproved by the Company in order for Executive to be entitled to reimbursement.
(d) Perquisites. The Executive shall be entitled to those perquisites commensurate with his position as are approved by the Board and made available to similarly situated employees of the Company.
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(e) Fringe Benefits. On the Commencement Date, the Executive shall be entitled to participate in the Company's welfare and fringe benefit plans and programs made available to senior executives of the Company at no additional cost to Executive. No plan or program made available to senior executives of the Company shall specifically exclude the Executive. As of the date hereof, such plans and programs only include family health insurance coverage. While nothing contained herein shall be construed as an obligation of the Company to offer any additional plans or programs beyond family health insurance coverage, in the future the Company may offer, among other items, an employee stock option plan.
(f) Bonus. During each year of the Executive's employment, the Board will conduct a review of the performance of the Executive's duties hereunder in order to determine whether the Executive shall be entitled to receive any bonus. Any such bonus will be based upon the overall profits of the Company, the Executive's effectiveness in performing his duties hereunder and any other considerations deemed relevant to the Board. Nothing contained in this Agreement (nor the payment of any previous bonus) shall be construed as an obligation on the part of the Company to pay any bonus.
(g) Vacations. The Executive may take a maximum of 20 business days vacation each calendar year, all at times to be determined in the manner most convenient to the Executive and the business of the Company.
4. Duties. The Executive shall perform all duties consistent with the position of Director of Software Development of the Company, as well as any other duties which are reasonably assigned to him by the Board and the President of the Company. The Executive shall report to such single officer of the Company as is designated by the Board.
5. Extent of Services. During the term hereof, the Executive shall devote his full time, efforts and attention during business hours to the benefit and business of the Company.
6. Termination of Employment.
(a) Death. All rights and benefits of the Executive under this Agreement shall terminate automatically upon his death (other than rights accrued prior to that date). The Company shall pay to the estate of the Executive such salary as would have been payable to the Executive up to the date of his death and will pay any bonus compensation which would otherwise have been payable to the Executive with respect to the year of his death.
(b) Permanent Disability. This Agreement shall terminate upon the Executive's permanent disability by the Company's giving the Executive at least thirty days written notice of such termination.
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(i) The term "permanent disability" as used in this Agreement shall mean the inability of the Executive, as determined by the Company's physician (who shall be reasonably approved by the Executive), by reason of physical or mental disability, to substantially perform the duties required of him under this Agreement for a period of ninety days in any one-year period.
(ii) Successive periods of disability, illness or incapacity will be considered separate periods unless the later period of disability, illness or incapacity is due to the same or related cause and commences less than nine months from the ending of the previous period of disability.
(c) Termination by the Company without Good Cause.
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