CIO Employment Agreement - Michael J. Barry

Exhibit 10.10


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Employment Agreement"), dated as of January 1, 1996 (the "Effective Date"), is entered into by and between Object Products, Inc. (the "Company") and Michael J. Barry ("Executive"). In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:


WITNESSETH:
-----------


WHEREAS, the Company desires to employ Executive as the Chief Information Officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Employment Agreement;


NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth, the Company and Executive hereby agree as follows:


1. EMPLOYMENT.
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1.1 Position. During the Employment Term (as hereinafter defined) and
-------- subject to the terms and conditions set forth herein, the Company agrees to employ Executive as its Chief Information Officer, reporting directly to the Chief Executive Officer of the Company.


1.2 Duties. Executive shall diligently, and to the best of his ability,
------ perform all such duties incident to his position and as may be assigned from time to time and to use his best efforts to promote the interests of the Company.


1.3 Time to be Devoted to Employment. During the Employment Term,
-------------------------------- Executive shall devote his full time and energy to the business of the Company and shall not be engaged in any competitive business activity without the express written consent of the Company. Executive hereby represents that he is not a party to any agreement, which would be an impediment to entering into this Employment Agreement, and that he is permitted to enter into this Employment Agreement and perform the obligations hereunder.


2. COMPENSATION AND BENEFITS.
-------------------------


2.1 Annual Salary. In consideration of and as compensation for the
------------- services agreed to be performed by Executive hereunder, the Company agrees to pay Executive an annual base salary of $120,000, payable in accordance with the Company's regular payroll schedule ("Base Salary"), less applicable withholdings and deductions. The Base Salary will be subject to change at the sole discretion of the Board of Directors of the Company (the "Board").


2.2 Bonus. The Board or a duly appointed committee thereof will no less
----- than once annually determine if the award of a bonus is warranted and the amount of such bonus, if any; the Board or any duly appointed committee thereof shall have sole discretion to grant or not grant a bonus. Executive has been granted an option to acquire two hundred and fifty thousand


1.


(250,000) shares of the Company's common stock pursuant to the Company's stock option plan and is eligible for future issuances at the discretion of the Board.


2.3 Participation in Benefit Plans. During the Employment Term, Executive
------------------------------ shall be entitled to participate in any pension, group insurance, medical hospitalization, annual physical, disability, or other similar benefit plan, to the extent permitted by law, that may from time to time be adopted by the Board, that is generally available to the other executive officers of the Company. The Company reserves the right to amend, modify or terminate any employee benefits at any time for any reason. The Company will cover 100% of the cost of such plans for the Executive and Executive's dependants.


2.4 Reimbursement of Expenses. The Company shall reimburse Executive for
------------------------- all reasonable business expenses incurred by Executive on behalf of the Company during the Employment Term, provided that: (i) such reasonable expenses are ordinary and necessary business expenses incurred on behalf of the Company, and (ii) Executive provides the Company with itemized accounts, receipts and other documentation for such reasonable expenses as are reasonably required by the Company.


2.5 Personal Time. During the Employment Term, Executive will be entitled
------------- to a maximum of twenty-five (25) days of paid personal time per annum, provided, however, that the Company and Executive must mutually agree as to the time during which such vacation may be taken. Paid personal time will be accrued and capped per Company policy. Executive's personal time accrual account will be credited with the full amount of personal time allowed per Company policy as of the signing of this Agreement.


3. EMPLOYMENT TERM.
---------------


3.1 At-Will Employment. Employment with the Company is employment at-will.
------------------ Employment at-will may be terminated with or without cause, and with or without notice at any time at the will of either the Executive or the Company. Terms and conditions of employment with the Company may be modified at the sole discretion of the Company with or without cause and with or without notice. Other than the Board of Directors of the Company, no one has the authority to make any agreement for employment other than for employment at-will or to make any agreement limiting the Company's discretion to modify the terms and conditions of employment. No implied contract concerning any employment related decision or term or condition of employment can be established by any other statement, conduct, policy or practice.


3.2 Employment Term. The "Employment Term" means the period commencing on
--------------- the Effective Date and terminating as set forth in Section 4.1.


4. TERMINATION OF EMPLOYMENT.
-------------------------


4.1 Method of Termination. Executive has the right to terminate his
--------------------- employment with the Company, for any reason, at any time, with or without cause, and the Company retains the same right. Accordingly such Employment Term will upon the first of the following to occur:


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A. Executive's death;


B. Date that written notice is deemed given or made by the Company to Executive that as a result of any physical or mental injury or disability, he is unable to perform the essential functions of his job, with reasonable accommodation. Such notice may be issued when the Board has reasonably determined that Executive has become unable to perform substantially his services and duties hereunder with reasonable accommodation because of any physical or mental injury or disability, and that it is reasonably likely that he will not be able to resume substantially performing his services and duties on substantially the terms and conditions as set forth in this Employment Agreement;


C. Date that written notice is deemed given or made by the Company to Executive of termination for "cause." For purposes of this Employment Agreement, "cause" shall mean any one of the following:


1. Gross negligence or the repeated failure of Executive to perform his duties and responsibilities to the reasonable satisfaction of the Board or any breach by Executive of his fiduciary duties to the Company or any material term of this Employment Agreement. For purposes of this Employment Agreement, any act or acts or omission or omissions by Executive that have a material adverse effect on the Company's operations, prospects, reputation or business shall be deemed to be a breach of his duties and responsibilities to the Company; or


2. The conviction of Executive for a felony, other than a first conviction under Section 23152 of the California Vehicle Code (Driving under the Influence) in which punishment is provided solely under Section 23160 (Punishment for First Offense of Driving Under the Influence) or Section 23161 (Conditions of Probation for First Offense of Driving Under the Influence) of the California Vehicle Code;


D. Date that written notice is deemed given or made by Executive of his resignation without Good Reason (as hereinafter defined), his voluntary departure, or his departure pursuant to Sections 4.1.A. or 4.1.B. of this Employment Agreement as an employee of the Company;


E. Date that written notice is deemed given or made by Executive of his resignation from the Company for Good Reason. For purposes of this Employment Agreement, "Good Reason" shall mean Executive's resignation by reason of:


1. The material breach by the Company of one or more of its obligations under this Employment Agreement which are not otherwise corrected within the cure period provided under Section 4.2 following Executive's written notice to the Company of such breach; or


2. The occurrence of a Corporate Transaction;


3


a. For purposes of this Employment Agreement, a "Corporate Transaction" shall mean either of the following stockholder-approved transactions to which the Company is a party if at the time the Company is a privately held corporation:


1). A merger or consolidation in which securities possessing more than fifty percent (50%) of the tot ...