Vice President-sales Employment Agreement

EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") is effective as of November 14, 1994 (the "Effective Date"), by and between Advance ParadigM, Inc. (the "Company") and John H. Sattler (the "Employee").


WHEREAS, the Company and Employee desire to enter into this Agreement pursuant to which the Company will employ Employee in the capacity of Senior Vice President-Sales and Marketing, for the period and on the terms and conditions set forth herein;


NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained, the parties agree as follows:


1. EMPLOYMENT AND DUTIES. The Company hereby employs Employee, and Employee hereby accepts such employment, in the capacity of Senior Vice President-Sales and Marketing of the Company to act in accordance with the terms and conditions hereinafter set forth. During the term of this Agreement, Employee agrees (1) that this position will be his full-time employment; (2) that through this position Employee will receive special training and have access to confidential information and trade secrets more fully explained in Section 7 which he agrees not to disclose or use adversely to Company's interests; (3) that he will devote his reasonable best efforts and all of his business time, attention and skills to the successful continuation of the business heretofore conducted by the Company; and (4) that he will perform such duties, functions, responsibilities and authority, as are commensurate with the position of Senior Vice President-Sales and Marketing in connection with the foregoing and as are from time to time delegated to Employee by the Board of Directors of the Company.


2. TERM. The employment of Employee shall commence on the Effective Date and shall end on the second anniversary thereof (the "Term").


3. COMPENSATION. In consideration of the services to be rendered by Employee to the Company hereunder including compliance with the covenants and agreements herein, the Company hereby agrees to pay or otherwise provide Employee the following compensation and benefits, it being understood that the Company shall have the right to deduct all taxes which may be required to be deducted or withheld under any provision of applicable law (including but not limited to Social Security payments, income tax withholding and other required deductions now in effect or which may become effective by law any time during the Term):


(a) SALARY. Employee shall receive an annual salary of One Hundred Twenty-Five Thousand Dollars ($125,000), with such increases as may be determined by the Board from time to time in its sole discretion ("Base Salary"), to be paid in biweekly installments in accordance with the Company's salary payment practices in effect from time to time for senior managers of the Company.


(b) BENEFIT PLANS. Employee shall be entitled to participate in any health, accident, disability and life insurance programs, and any other fringe benefit program


(including a 401(k) savings plan), which the Company may adopt and implement for the benefit of the Company's employees.


(c) FRINGE BENEFITS. The Company shall provide Employee with the fringe benefits listed on Exhibit "A" attached hereto.


(d) EXPENSES. Employee shall be entitled to receive reimbursement for all reasonable expenses incurred by him in connection with the fulfillment of his duties hereunder; PROVIDED, HOWEVER, that Employee has complied with all policies and procedures relating to the reimbursement of such expenses as shall, from time to time, be established by the Company.


(e) VACATION AND SICK LEAVE. During the Term of employment, Employee shall be permitted to take vacations with such frequency and of such duration as are consistent with the executive vacation policies of the Company in effect on the date of this Agreement so long as the absence of Employee does not interfere in any material respect with the performance by Employee of Employee's duties hereunder. Employee shall also be entitled to sick leave according to the sick leave policy which the Company may adopt from time to time.


4. TERMINATION.


(a) DEATH OR DISABILITY. This Agreement shall terminate automatically upon the Employee's death. If the Company determines in good faith that the Disability of the Employee has occurred (pursuant to the definition of "Disability" set forth below), it may give to the Employee written notice of its intention to terminate the Employee's employment. In such event, the Employee's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Employee (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Employee shall not have returned to full-time performance of the Employee's duties. For purposes of this Agreement, "Disability" means disability which, at least 26 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee's legal representative (such agreement as to acceptability not to be withheld unreasonably).


(b) CAUSE. The Company may terminate the Employee's employment for "Cause." For purposes of this Agreement, "Cause" means:


(i) an act or acts of personal dishonesty taken by the
Employee at the expense of the Company;


(ii) a material violation or repeated violations by the
Employee of the Employee's obligations under Section 1 of this
Agreement which are demonstrably willful or deliberate on the
Employee's part;


(iii) the conviction of the Employee of a felony or
misdemeanor that adversely affects the Company's business,
reputation or standing in the community;


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(iv) repeated failure on the part of Employee to obey or
carry out reasonable directives from the Board of Directors or
Employee's supervisor which are consistent with this Agreement
and pertain to Employee's employment with the Company; or


(v) poor work performance and failure to cure such poor
work performance within three months from the date that the Chief
Executive Officer of the Company gives Employee oral or written
notice of the specific performance criteria which Employee is
failing to meet.


(d) EMPLOYEE'S RIGHT TO TERMINATE. Employee may, at his option, terminate his employment hereunder for any reason upon ninety (90) days' written notice to the Company.


(e) WITHOUT CAUSE. The Company may, at its option, terminate Employee's employment without Cause at any time upon written notice to Employee.


(f) NOTICE OF TERMINATION. Any termination of Employee's employment by the Company with or without Cause or by the Employee under Section 4(d) shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 11 of this Agreement. For purposes of this Agreement, a "Notice of Termination" means any reasonable notice which:


(i) indicates the specific termination provision in this
Agreement relied upon;


(ii) in the event of termination for Cause, sets forth in
reasonable detail the facts and circumstances claimed to provide
a basis for termination of the Employee's employment under the
provision so indicated; and


(iii) if the Date of Termination (as defined below) is
other than the date of receipt of such notice, specifies the
termination date.


(g) DATE OF TERMINATION. "Date of Termination" means the date of receipt of the Notice of Termination or the date specified therein, as the case may be; PROVIDED, HOWEVER, that:


(i) if the Employee' s employment is terminated by the
Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the
Employee of such termination,


(ii) if the Employee's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date
of death of the Employee or the Disability Effective Date, as the
case may be, and


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(iii) if Employee terminates his employment under Section
4(d) hereof, the Date of Termination shall be a date not earlier
than ninety (90) calendar days following delivery of notice of
such termination.


5. OBLIGATIONS OF THE COMPANY UPON TERMINATION.


(a) DEATH. If the Employee's employment is terminated by reason of the Employee's death, this Agreement shall terminate without further obligations to the Employee's legal representa ...