Vice President Marketing Employment Agreement - Paul Henderson

Exhibit 10.41


RAVISENT TECHNOLOGIES INC.


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 27
-- day of June, 2001, and is by and between RAVISENT Technologies Inc. and its
---- wholly owned subsidiaries to which this agreement may be assigned, a Delaware corporation, with its principle office located at 89 Forbes Boulevard, Mansfield, Massachusetts 02048 (hereinafter "Company") and Paul Henderson with an address at 864 West Street, Carlisle, MA 01741 (hereinafter "Employee").


W I T N E S S E T H


WHEREAS:


A. Company wishes to retain the services of Employee to render services for and on behalf of Company, in accordance with the following terms, conditions and provisions; and


B. Employee wishes to perform such services for and on behalf of Company, in accordance with the following terms, conditions and provisions.


NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained the parties hereto intending to be legally bound hereby agree as follows:


I. EMPLOYMENT. Company hereby employs Employee and Employee accepts
---------- such employment and shall perform his duties and the responsibilities provided for herein in accordance with the terms and conditions of this Agreement.


II. EMPLOYMENT STATUS. Employee shall at all times be Company's
----------------- employee subject to the terms and conditions of this Agreement.


III. TITLE AND DUTIES. Company agrees to employ Employee and Employee
---------------- accepts such employment as a full time employee and agrees as per the terms and conditions of this agreement to serve as and have the title of Vice President Marketing and perform diligently, faithfully, and to the best of his/her ability, duties as reasonably assigned and instructions given by his/her supervisor or other Company officer as authorized by Company's Board of Directors.


IV. TERM OF SERVICES. The initial term of this Agreement is for a
---------------- period commencing on the closing date of the Share Purchase Agreement by and between the Company, and eMation, Inc., Inc (the "Share Purchase Agreement") and ending on the second anniversary thereof, subject to the termination section of this agreement, with the parties agreeing to confirm any subsequent extension of this initial term in a signed written agreement setting forth any amended or supplemental conditions.


V. BASE COMPENSATION. Employee's base salary for rendered services
----------------- for the initial term of this agreement shall be one hundred eighty thousand dollars ($180,000), an annual amount payable in accordance with Company's payroll procedures and policies as implemented during the term of this agreement. All reference to payments in this Agreement are in U.S. dollars. This base salary will be reviewed on an annual basis.


VI. ADDITIONAL COMPENSATION. The Company and its Board of Directors
----------------------- shall have complete discretion to grant Employee a bonus, or any other specific additional compensation packages proposed for payment or for vesting to Employee, during the term of this Agreement.


VII. EMPLOYER PERQUISITES. Employee shall be entitled to and shall
-------------------- receive all employer perquisites as would normally be granted to employees of Company. Such perquisites to include the following:


1. Health insurance under terms and conditions as provided to
other employees of Company;


2. Three (3) weeks Vacation pursuant to Company's stated
policy;


3. Paid holidays pursuant to Company's stated policy;


4. $833 monthly car allowance;


5. RAVISENT will assume the eMation stock options that are to be
granted to you under the eMation 2001 Stock Option Plan.
These options will be converted to a total of 70,000 Ravisent
options with the strike p ...