Vice President, Sales Employment Agreement

EMPLOYMENT AGREEMENT



THIS AGREEMENT, by and between Richard W. Cotter (the " Employee ") and Apropos Technology, Inc., an Illinois corporation (the " Company "), is made as of the 10th day of August, 2005.



In consideration of the mutual covenants herein contained, and inconsideration of the employment of Employee by the Company, the parties agree as set forth below.



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 Senior Vice President, Sales. Employee shall report to the President of the Company. The primary duties and responsibilities of the Senior Vice President, Sales as of the date hereof are set forth on Exhibit A. The Employee92s duties and responsibilities shall not be limited by Exhibit A, and may be modified, reduced or expanded at any time to accommodate the Company92s needs. Employee shall use his best efforts to fulfill his duties and responsibilities.



(b) Other Activities . The Employee shall devote his full business efforts and time to the Company during normal working hours. Employee shall not be involved in any other activities with an expectation of profit, other than passive investments, during these hours.



(c) Noncompetition, Nondisclosure and Developments . As a condition of employment, concurrently with the execution hereof, Employee agrees to execute the Noncompetition, Nondisclosure and Developments Agreement set forth in Exhibit B.



2. Compensation .



(a) Base Salary . The Employee shall be paid a base salary (the " Base Compensation ") of $190,000 per year, payable in accordance with the Company92s standard payroll policies. The President shall review Employee92s performance and the Company92s financial and operating results on at least an annual basis and shall report his findings to the Compensation Committee. The Compensation Committee, in its sole discretion, may increase Employee92s base salary as it deems appropriate based on such review.



(b) Bonus . Employee shall also be eligible for a bonus each full fiscal year if revenue and financial targets are achieved. In the event Employee92s employment with the Company terminates for any reason other than pursuant to Section 6(c) hereof (voluntary termination by the Employee) or 6(b)(ii) hereof (Termination for Cause), Employee shall be entitled to receive a pro rated bonus, determined by multiplying the bonus earned for the year through the termination date, if any, by a fraction representing the portion of the year during which he was employed. The bonus shall be paid on February 15th of the following year. If Employee92s employment with the Company terminates pursuant to Section 6(c) or Section










6(b)(ii) hereof, Employee shall be deemed to have forfeited his entire bonus for the year and no bonus shall be due or payable by the Company. The portion of the bonus tied to order bookings will be in effect up to the termination date and paid in accordance with normal payment schedules.



(c) Vacation . Employee shall be entitled to three (3) weeks paid vacation during each year of employment. Such vacation shall be taken at a time mutually convenient for both the Company and the Employee. Unused vacation time may not be accrued from year to year without the Company92s prior written approval. In the event this Agreement is terminated by either the Company or the Employee, the Employee shall be paid for any unused, accrued vacation time.



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



(a) " Termination for Cause " shall mean the termination of employment of Employee as a result of (i) dishonesty or illegal conduct by Employee intended to result in gain or personal enrichment of Employee, (ii) failure by Employee to perform, or gross negligence in performing, the duties and obligations of Employee92s employment which failure is not remedied within ten days following written notice from the Company; (iii) the conviction of Employee of a felony; (iv) Employee92s continued breach of any term of this Agreement or Company policy after notice and ten days opportunity to cure, or (v) a breach of the Noncompetition, Nondisclosure and Developments Agreement of even date herewith between the Company and Employee which breach is not remedied within ten days following written notice from the Company.



(b) " Constructive Termination " shall mean a material reduction in Employee92s salary or benefits not agreed to by Employee, except in connection with a decrease to be applied because the Company92s performance has decreased and which is also applied to all other officers, and excluding the substitution of substantially equivalent compensation and benefits.



(c) " Disability " shall mean that the Employee, at the time notice is given, has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or for a period of two hundred seventy (270) days in any three hundred sixty-five (365) day period as the result of his incapacity due to physical or mental illness. In the event that the Employee resumes the performance of substantially all of his duties hereunder before the termination of his employment under Section 6(b)(iii) becomes effective, the notice of termination shall automatically be deemed to have been revoked.



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



(e) " Change in Control " shall mean the occurrence of one of the following events: (i) the consummation of a merger of the Company with any other entity, other than a merger 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



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represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger, or (ii) the stockholders of the Company approve a plan of complete liquidation of the Company or (iii) the sale or disposition of all or substantially all the Company92s assets.



4. Employee Benefits . Employee shall be entitled to participate in those employee benefit plans (including savings or profit-sharing plans, stock purchase plans, deferred compensation plans, supplemental retirement plans, life, disability, health, accident another insurance programs) made available to employees generally and/or to other officers, and subject in each case to the eligibility requirements and applicable terms and conditions of the plan or program in question and to the determination of any committee or the Board of Directors administering such plan or program.



5. Business Expense and Travel . Employee shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder. The Company shall reimburse the Employee for such expenses upon presentation of an itemized accounting and appropriate supporting documentation, all in accordance with the Company92s generally applicable policies.



6. Term of Employment .



(a) Basic Rule . The Company agrees to continue the Employee92s employment, and the Employee agrees to remain in the employ of the Company, from the date of this Agreement until August 8, 2008, unless earlier terminated pursuant to the provisions of this Agreement.



(b) Termination by the Company . The Company may terminate Employee92s employment at any time, for any reason or for no reason.



(i) Termination Without Cause . If the Company terminates Employee92s employment for any reason (other than following notice of voluntary termination by the Employee, Termination for Cause, or termination as a result of Employee92s Death or Disability) the provisions of Section 7(a) shall apply.



(ii) Termination For Cause . If the Company terminates Employee92s employment for Cause or following notice of voluntary termination by Employee, the provisions of Section 7(b) shall apply.



(iii) Termination on Death or Disability . If the Company terminates Employee92s employment as a result of Employee92s Death or Disability, the provisions of Section 7(c) shall apply.



(c) Voluntary Termination by the Employee . The Employee may terminate his employment voluntarily by giving the Company ninety (90) days92 advance notice in writing, at which time the provisions of Section 7(b) shall apply. The Company may elect to have such termination effective at any date following such notice but prior to the expiration of the ninety (90) day period. However, if the Employee terminates his employment within three (3) months



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following a Constructive Termination or a Change in Control, the provisions of Section 7(a) shall apply.



(d) Waiver of Notice . Any waiver of notice shall be valid only if it is made in writing and expressly refers to the applicable notice requirement in this Section 6.



7. Payments Upon Termination of Employment .



(a) Payments Upon Termination Pursuant to Section 6(b)(i) and Constructive Termination . If, during the term of this Agreement, the Employee92s employment is terminated by the Company pursuant to S ...