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Title: |
Employment Agreement |
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Date: |
2001 |
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Size: |
Preview shows 9KB of 62KB total |
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Price: |
$39 |
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ID: |
#1536509 |
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EMPLOYMENT AGREEMENT
AGREEMENT dated as of October 16, 2001, among SYNERGY 2000,
INC., a Delaware corporation ("Parent"), INFINITY TECHNOLOGY SOLUTIONS,
INC., a Delaware corporation (the "Company"), and CHARLES R. CRONIN,
JR. ("Employee").
Company currently is engaged in the business of providing comprehensive
business and technology solutions, combining expertise in information technology
with practical consulting solutions for complex workforce issues. Employee is
experienced in general management, technology and operational services affecting
the Company.
Company desires to employ the Employee, and Employee is willing to
accept such employment, in each case, subject to the terms and conditions set
forth in this Agreement.
Accordingly, Company and Employee hereby agree as follows:
I. TERM OF EMPLOYMENT
The term of Employee's employment under this Agreement shall be for a
period of three (3) years, commencing as of effective time (the "Effective
Time") of the merger (the "Merger") among, INTER ALIA, the Company, Parent, and
Convert-Tech, Inc., a California corporation, unless earlier terminated as
provided in Article IV hereof (the "Employment Period"). Following the initial
three (3) year term, this Agreement shall be renewed automatically for
successive terms of one (1) year unless either party gives notice to the other
at least ninety (90) days prior to the expiration of any such term of its or his
intention not to renew.
II. EMPLOYMENT; DUTIES AND ACCEPTANCE
SECTION 2.01. EMPLOYMENT. Employee shall devote his full-time services,
skill and time to the affairs of the Company and the promotion of its interests.
Employee shall be the Executive Vice President of Parent and the President of
Company and shall be responsible, subject always to the direction of the
Parent's and Company's Boards of Directors, for working with Parent's and
Company's general management, business development and marketing teams. Employee
shall report to the Company's and Parent's Boards of Directors. Employee's
expenditure of reasonable amounts of time for personal, business (for services
to or for the benefit of any of Infinity Web Systems, Inc., VROOM, Inc., and
Transformation Consulting, Inc.), charitable or professional activities shall
not be deemed a breach of his undertaking to provide the required services
hereunder, subject always to the provisions of Section 5.02 hereof, provided
that such activities do not interfere materially with Employee's ability to
render such services.
<PAGE>
SECTION 2.02. ACCEPTANCE OF EMPLOYMENT BY EMPLOYEE. Employee accepts
such employment with Company and shall render the services required by this
Agreement to be rendered by him, and hereby agrees to execute and deliver the
Company's "Confidentiality and Invention Assignment Agreement," in the form
attached hereto. The terms of that agreement require the Employee to refrain for
a period of time after employment from competing with the Company and Parent or
using or disclosing the Company's and Parent's Confidential Information (as
defined in the agreement) or any confidential information received during
Employee's prior employment in any manner which might be detrimental to or
conflict with the business interests of the Company, Parent, or its employees,
but that agreement does not prevent Employee from using Employee's general
knowledge and experience - no matter when or how gained - in any new position or
field. Further, Employee's activities in furtherance of the objectives of VROOM,
Inc. and Transformation Consulting, Inc. are expressly permitted and are
conclusively deemed not to be competitive with the activities of the Company and
Parent.
III. EMPLOYEE'S COMPENSATION
SECTION 3.01. BASE COMPENSATION. As compensation for services to be
rendered pursuant to this Agreement, Company shall pay Employee and Employee
shall accept, a base salary (the "Salary") at the annual rate of Two Hundred
Forty Thousand Dollars ($240,000), payable at the annualized rate of One Hundred
Eighty Thousand ($180,000) for the period through December 31, 2001, with the
deferred portion payable as soon as practicable subsequent to December 31, 2001;
PROVIDED, HOWEVER, that if the deferred portion is not paid on or before March
15, 2002, such amount shall be evidenced by an unsecured demand promissory note
made by Company in favor of Employee. Thereafter, Company shall pay Employee at
an annualized rate of not less than the rate paid for the immediately preceding
period, subject to annual adjustment, upwards but not downwards. The salary
shall be payable to Employee in accordance with the Company's standard payroll
policies.
SECTION 3.02. BONUS.
(a) Guaranteed Bonus. Employee shall be entitled to a guaranteed bonus
payable in cash in an amount equal to twenty-five percent (25%) of the Salary
payable pro-rata commencing with the 2001 calendar year, not later than March
15, 2002, and annually thereafter, and pro-rated in the event of commencement,
expiration or termination prior to said payment date.
(b) Performance Bonus. Employee shall be entitled to incentive
compensation, payable by the Company on a quarterly basis not later than
forty-five (45) days following the end of each calendar quarter, in an amount
equal to a percentage of the Company's actually collected revenues generated by
the Company's technology consulting operations (but expressly excluding
therefrom all revenues generated by the operations of any of the Company's
managing general agency, insurance company or third-party administration
activities), in accordance with the schedule set forth below:
2
<PAGE>
Revenues Percentage Bonus Compensation
-------- -----------------------------
Up to $10,000,000 3%
$10,000,001-$20,000,000 2%
More than $20,000,000 1%
The calculation of said quarterly performance bonus payment shall be determined
by the Company's regularly engaged certified public accountants, and shall be
subject to reconciliation on a continuing basis. At Employee's option, Employee
may elect to receive such performance bonus in Parent Common Stock or options to
purchase Parent Common Stock upon terms mutually determined by Employee and
Parent.
(c) Employee shall be entitled to such additional bonuses as may be
determined by the Company's Board of Directors.
SECTION 3.03. STOCK OPTIONS. Employee shall receive options, as of
January 1 of each year commencing with January 1, 2002, to purchase seventy-five
thousand (75,000) shares of the Parent's Common Stock, at a price equal to 110%
of the closing bid price of the Parent's Common Stock on its Principal Market
determined as of the most recent trading date immediately preceding the date of
each such grant, and expiring at such time as determined by the Parent's Board
of Directors and identical to the expiration dates granted to Parent's senior
executive management. Said option grant shall be pro-rated in the event of
termination prior to January 1 of any year. "Principal Market" means the OTC
Electronic Bulletin Board or the NASDAQ SmallCap Market as appropriate. Employee
shall be entitled to such additional stock options as may be granted to him
under any Company stock option plan(s) from time to time in effect at the
Company.
SECTION 3.04. PARTICIPATION IN EMPLOYEE BENEFIT PLANS. Company shall
make available to the Employee the Company benefit program currently in effect
or as may be established from time to time by its Board of Directors for
similarly situated employees, including without limitation, any incentive
compensation plans or group benefit plans.
SECTION 3.05. KEY-MAN INSURANCE. Company shall acquire key man
insurance on the life of Employee not later than January 2002, naming the
Company as beneficiary in an amount not less than One Million Dollars
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