Exhibit 10.4
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of January 1, 2009, between
GSE Systems, Inc. a Delaware corporation with principal executive
offices at 1332 Londontown Blvd., Sykesville, MD 21784
(the "Company"), and Gill R. Grady, residing at 1650 Village Green
Drive, Woodbine, MD 21797 ("Employee").
WITNESSETH
WHEREAS, the Company desires to employ Employee
upon the terms and subject to the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the
premises, the mutual promises, covenants, and conditions herein
contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto intending to be legally bound hereby agree as
follows:
Section
1. Employment.
The Company
hereby agrees to continue to employ Employee, and Employee hereby
agrees to continue to serve the Company, all upon the terms and
subject to the conditions set forth in this Agreement.
Section
2. Capacity
and Duties.
Employee is and
shall be employed in the capacity of Senior Vice President of the
Company and shall be responsible for the Eastern European/Process
Strategic Business Unit or other responsibilities consistent with
Employee's position and level of authority. Employee
shall devote substantially all of his business time and attention
to promote and advance the business of the Company.
Section
3. Term
of Employment.
Unless sooner
terminated in accordance with the provisions of this Agreement, the
term of employment of Employee by the Company pursuant to this
Agreement shall he for the period (the "Employment Period")
commencing on the date hereof and ending on December 31,
2010.
During the
Employment Period, subject to all the terms and conditions of this
Agreement and as compensation for all services to be rendered by
Employee under this Agreement, the Company shall pay to or provide
Employee with the following:
(a) Base
Salary. Commencing January 1, 2009, the Company shall
pay to Employee a base annual salary at the rate of One Hundred and
Seventy-Five Thousand Dollars ($175,000). On January 1,
2010, the base annual salary shall be increased, as determined by
the Chief Executive Officer by a minimum of the greater of (i) 3%
or (ii) the percentage increase in the Consumer Price Index (as
hereinafter defined) over the preceding twelve
months. The "Consumer Price Index" shall mean the
Consumer Price Index for all Urban Consumers published by the
Bureau of Labor Statistics, United States Department of Labor, or
the supplement or successor thereto if publication of such index
should be discontinued. The base salary will be payable
at such intervals as salaries are paid generally to other executive
officers of the Company.
(b)
Bonus. Once the Company's year end financial information
is available the CEO and Compensation Committee shall determine
Employee's bonus (the "Bonus") for the year then ending based upon
meeting the goals set by Employee and accepted by the CEO and Board
at the beginning of each year. Employee's target bonus is Fifty
Thousand Dollars ($50,000) for 2009, and Employee's target bonus
shall increase each succeeding year by the greater of (i) 3% or
(ii) the percentage increase in the Consumer Price Index over the
preceding twelve months. Employee's goals for 2009 will
be prepared and mutually agreed upon. Any bonus amount paid to
Employee shall be paid no later than March 15 of the following
year.
(c)
Vacation. Employee shall be entitled to vacation in
accordance with the Company's policy for its senior
executives.
(d)
Automobile. The Company shall provide Employee with an
automobile allowance of Seven Thousand Two Hundred Dollars
($7,200.00) per year, and shall pay the gas in connection with such
automobile.
(e) Club Membership.
The Company shall provide Employee an allowance for club membership
of Four Thousand Dollars ($4,000.00) per year.
(f) Medical and Dental
Insurance. The Company shall pay Employees monthly
Medical and Dental Insurance premiums in association with Company
provided health insurance plans.
(g) Benefit
Plans. Employee shall be entitled to participate in all
employee benefit plans maintained by the Company for its senior
executives or employees, including without limitation the Company's
medical and 401(k) plans.
Section
5. Expenses.
The Company
shall reimburse Employee for all reasonable expenses (including,
but not limited to, business travel and customer entertainment
expenses) incurred by him in connection with his employment
hereunder in accordance with the written policy and guidelines
established by the Company for executive officers.
Section
6. Non-Competition,
Non-Solicitation.
Employee agrees
that during the period he is employed by the Company under this
Agreement and for a period of one (1) year after the termination of
his employment he will not directly or indirectly, (a) solicit or
offer employment to any person who was employed by the Company or
any of its subsidiaries while Employee was employed by the Company
(b) solicit, offer or induce in competition with the Company, any
person, entity or governmental authority that was under contract
with the Company or with whom the Company or any of its
subsidiaries was having business discussions with while Employee
was employed by the Company, or (c) become engaged in a business
that is directly competitive with the business of the Company or
any of its subsidiaries.
Section
7. Patents.
Any interest in
patents, patent applications, inventions, copyrights, developments,
and processes ("Such Inventions") which Employee now or hereafter
during the period he is employed by the Company under this
Agreement or otherwise may own or develop relating to the fields in
which the Company or any of its subsidiaries may then be engaged
shall belong to the Company; and forthwith upon request of the
Company, Employee shall execute all such assignments and other
documents and take all such other action as the Company may
reasonably request in order to vest in the Company all his right,
title, and interest in and to Such Inventions free and clear of all
liens, charges, and encumbrances.
Section
8. Confidential
Information.
All
confidential information which Employee may now possess, may obtain
during the Employment Period, or may create prior to the end of the
period he is employed by the Company under this Agreement or
otherwise relating to the business of the Company or of any of its
customers or suppliers shall not be published, disclosed, or made
accessible by him to any other person, firm, or corporation either
during or after the termination of his employment or used by him
except during the Employment Period in the business and for the
benefit of the Company, in each case without prior written
permission of the Company. Employee shall return all tangible
evidence of such confidential information to the Company prior to
or at the termination of his employment.
Section
9. Termination.
Employee's
employment hereunder may be terminated without any breach of this
Agreement only under the following circumstances:
(a) Death. Employee's employment
hereunder shall terminate upon his death.
(b) Disability. If, as a result of
Employee's incapacity due to physical or mental illness, Employee
shall have been absent from his duties hereunder on a full-time
basis for the entire period of three (3) consecutive months, and
within 30 days after a Notice of Termination (as defined in Section
9(d)) is given shall not have returned to the performance of his
duties hereunder on a full-time basis, the Company may terminate
Employee's employment hereunder.
(c) Cause. The Company may terminate
Employee's employment hereunder for Cause. For purposes of this
Agreement, the Company shall have "Cause" to
terminate Employee's employment hereunder upon the
occurrence of any of the following (i) the willful and continued
failure by Employee to substantially perform his duties or
obligations hereunder (other than any such failure resulting from
Employee's incapacity due to physical or
