|
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “
Agreement ”) is
made and entered into as of June 20, 2008 by and between Securus
Technologies, Inc., a Delaware corporation (the “
Corporation ”),
and William Markert (the “ Executive ”).
RECITALS
WHEREAS, the Corporation desires to employ the
Executive in the capacity, hereinafter stated (referred to in
Section 1 below), and the Executive desires to become employed
by the Corporation in such capacity for the period and on the terms
and conditions set forth herein; and
WHEREAS, the Executive and the Corporation each
acknowledge and agree that the terms and conditions of employment
set forth below are reasonable and necessary in order to protect
the legitimate business interests of the Corporation and to
compensate the Executive for information, knowledge and experience
brought to or gained from the Corporation.
NOW, THEREFORE, in consideration of the premises and
the mutual agreements set forth below, the parties hereby agree as
follows:
1. Employment . Effective on June 30,
2008 (the “ Effective
Date ”) the Corporation hereby
agrees to employ the Executive as its Chief Financial Officer, and
the Executive hereby accepts such employment, on the terms and
conditions set forth herein.
2.
Employment Period . The
period of employment of the Executive by the Corporation hereunder
(the “ Employment Period
”) shall commence on the Effective Date and
the Employment Period shall terminate on the earlier of (i) July 1,
2012 (the “ Termination
Date ”) or (ii) the date
Executive’s employment hereunder is earlier terminated
(whether voluntary or involuntary) in accordance with Section 6 of
this Agreement.
3.
Performance of Duties .
The Executive agrees that during the Employment Period he shall
devote his full business time, energies and talents exclusively to
serving in the capacity of Chief Financial Officer of the
Corporation in the best interests of the Corporation, and to
perform the duties assigned to him by the Board of Directors of the
Corporation (the “ Board
”) faithfully, efficiently and in a
professional manner. The Executive shall not, without prior written
consent from the Board (which consent shall not be unreasonably
withheld):
(a) serve
as or be a consultant to or employee, officer, agent or director of
any corporation, partnership or other entity other than the
Corporation (other than civic, charitable, or other public service
organizations); or
(b) have
more than a five percent (5%) ownership interest in any enterprise
other than the Corporation if such ownership interest would have a
material adverse effect upon the ability of the Executive to
perform his duties hereunder.
4.
Compensation . Subject
to the terms and conditions of this Employment Agreement, during
the Employment Period, while he is employed by the Corporation, the
Executive shall be compensated by the Corporation for his services
as follows:
(a) The
Executive shall receive, for each 12-consecutive month period
beginning on the Commencement Date and each anniversary thereof, a
rate of salary that is not less than $215,000 per year, payable in
substantially equal monthly or more frequent installments and
subject to normal tax withholding. During the Employment Period the
Executive’s salary rate shall be reviewed by the Board on or
before each anniversary of the Commencement Date to determine
whether an increase in the Executive’s rate of compensation
is appropriate.
(b) For
each calendar year during the Employment Period the Executive shall
be eligible to receive up to $107,000 as incentive compensation
provided that the Corporation achieves certain performance measures
determined by the Board in its sole discretion (the “
Incentive Bonus ”). The performance criteria for the Incentive Bonus will
be established as part of the Corporation’s annual forecasts
each year and will include a sliding scale of Incentive Bonus
payments established for performance below the specified
objectives. Any Incentive Bonus payments for the year ended
December 31, 2008 will be prorated for the number of days the
Executive is employed by the Corporation during 2008.
(c) Subject
to the terms of the Corporation’s 2004 Restricted Stock
Purchase Plan, the Executive shall be eligible to receive shares of
the Corporation’s Class B Common Stock pursuant to the
Restricted Stock Agreement attached hereto as Exhibit A .
(d) During
the Employment Period, the Executive shall be entitled to and
eligible for group health insurance coverage and any other fringe
benefits in accordance with policies applicable generally to
salaried employees of the Corporation.
(e) The
Corporation shall reimburse the Executive up to $20,000 for
reasonable documented expenses to relocate himself and his
immediate family to Dallas, Texas, which shall be paid as soon as
practicable following the submission of appropriate documentation,
but no later than the end of the year following the year in which
the expenses are incurred.
(f) Provided
that the Executive sells his primary residence in Shakopee,
Minnesota to an unaffiliated party on or before December 31, 2008,
the Corporation shall pay him a one-time payment of $75,000,
subject to normal withholding taxes, within 30 days of the
consummation of such sale, but not later than December 31,
2008.
(g) The
Executive shall be reimbursed by the Corporation for all reasonable
business, promotional, travel and entertainment expenses incurred
or paid by the Executive during the Employment Period in the
performance of his services under this Employment Agreement: (i)
provided that such expenses constitute business deductions from
taxable income for the Corporation and are excludable from taxable
income to the Executive under the governing laws and regulations of
the Internal Revenue Code; and (ii) to the extent that such
expenses do not exceed the amounts allocable for such expenses in
budgets that are approved
from time to time by the Corporation. In order that
the Corporation reimburse the Executive for such allowable
expenses, the Executive shall furnish to the Corporation, in a
timely fashion, the appropriate documentation required by the
Internal Revenue Code in connection with such expenses and shall
furnish such other documentation and accounting as the Corporation
may from time to time reasonably request.
5.
Restrictive Covenants .
The Executive acknowledges and agrees that: (i) the Executive has a
major responsibility for the operation, development and growth of
the Corporation’s business; (ii) the Executive’s work
for the Corporation has brought him and will continue to bring him
into close contact with confidential information of the Corporation
and its customers; and (iii) the agreements and covenants contained
in this Section 5 are essential to protect the business interests
of the Corporation and that the Corporation will not enter into the
Employment Agreement but for such agreements and covenants.
Accordingly, the Executive covenants and agrees to the
following:
(a)
Confidential Information . Except as may be required by the lawful order of a court or
agency of competent jurisdiction, the Executive agrees to keep
secret and confidential, both during the Employment Period and
indefinitely after the Executive’s employment with the
Corporation terminates, all non-public information concerning the
Corporation and its affiliates that was acquired by, or disclosed
to, the Executive during the course of his employment by the
Corporation or any of its affiliates, including information
relating to customers (including, without limitation, credit
history, repayment history, financial information and financial
statements), costs, and operations, financial data and plans,
whether past, current or planned and not to disclose the same,
either directly or indirectly, to any other person, firm or
business entity, or to use it in any way; provided , however , that the provisions of this
Section 5(a) shall not apply to information that: (i) was, is now,
or becomes generally available to the public (but not as a result
of a breach of any duty of confidentiality by which the Executive
is bound); (ii) was disclosed to the Executive by a third party not
subject to any duty of confidentiality to the Corporation prior to
its disclosure to the Executive; or (iii) is disclosed by the
Executive in the ordinary course of the Corporation’s
business as a proper part of his employment in connection with
communications with customers, vendors and other proper parties,
provided that it is for a proper purpose solely for the benefit of
the Corporation. The Executive further agrees that he shall not
make any statement or disclosure that (x) would be prohibited by
applicable Federal or state laws, or (y) is intended or reasonably
likely to be detrimental to the Corporation or any of its
subsidiaries or affiliates.
(b)
Removal of Documents .
All records, files, drawings, letters, memoranda, reports, computer
data, computer disks, electronic storage media, documents, models
and the like relating to the business of the Corporation and/or the
business of any of its subsidiaries, which the Executive prepares,
uses or comes into contact with and which contain Confidential
Information shall be the exclusive property of the Corporation to
be used by the Executive only in the performance of his duties for
the Corporation and shall not be removed by the Executive from the
premises of the Corporation (without the written consent of the
Corporation) during or after the Employment Period unless such
removal shall be required or appropriate in connection with his
carrying out his duties under this Agreement, and, if so removed by
the Executive, shall be returned to the Corporation immediately
upon termination of the Executive’s employment
hereunder, or earlier request by the Corporation
(with the Executive retaining no copies thereof nor any notes or
other records relating thereto).
(c)
Developments . The
Executive will make full and prompt disclosure to the Corporation
of all inventions, improvements, discoveries, methods,
developments, software and/or works of authorship relating in any
way to the business, activities or affairs of the Corporation or
any of its subsidiaries, whether patentable or not, which are
created, made, conceived or reduced to practice (in whole or in
part) by the Executive or under his direction or jointly with
others during the Employment Period, whether or not during normal
working hours or on the premises of the Corporation (collectively,
“ Developments
”); provided that
“Developments” shall not include
processes that (A) are not information or communication
technology-related, and (B) the Executive utilized at least 70% of
the components of such processes prior to his employment with the
Corporation; provided
further that the
Corporation shall be entitled to use any processes meeting the
criteria set forth in Sections 5(c)(A) and (B) after the Executive
ceases to be employed by the Corporation. The Executive agrees to
assign and does hereby assign to the Corporation all of his right,
title and interest in and to all Developments and related patents,
copyrights and applications thereto. The Executive shall do all
permissible things, and take all permissible action, necessary or
advisable, in the Corporation’s sole discretion and at the
Corporation’s expense, to cause any other person related to
the Executive or an entity controlled by the Executive having an
interest in a Development to assign to the Corporation all of such
person’s or entity’s right, title and interest in and
to such Development and related patents, copyrights and
applications therefor. The Executive agrees to cooperate fully with
the Corporation at the Corporation’s expense, both during and
after the termination of the Employment Period, with respect to the
procurement, maintenance and enforcement of copyrights and patents
(both in the United States and foreign countries) relating to
Developments.
(d)
Non-Competition .
During (i) the Executive’s employment with the Corporation
and (ii) the Post-Employment Non-Competition Period, the Executive
(A) shall not engage, anywhere within the geographical areas in
which the Corporation or any of its su
|
