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CAM Commerce Solutions,
Inc.
EMPLOYMENT
AGREEMENT
EMPLOYMENT AGREEMENT between CAM Commerce Solutions,
Inc., a Delaware corporation (the "Corporation"), and Geoffrey
Knapp (the "Executive"), dated this 1 st day of January,
1996, and amended as of December 20, 2006.
W I T N E S S E T H :
WHEREAS , the Corporation desires to engage Executive to
perform services for the Corporation, and the Executive desires to
perform such services, on the terms and conditions herein set
forth.
NOW THEREFORE , in consideration of the premises and
mutual covenants herein contained, it is hereby agreed by and
between the Corporation and the Executive as follows:
1. Term . The Corporation agrees to employ
Executive, and Executive agrees to serve, on the terms and
conditions stated herein for a one year period commencing on
January 1, 1996. The term shall be automatically renewed for
successive one year periods thereafter, unless terminated pursuant
to the provisions of this Employment Agreement (the "Agreement").
The period during which Executive is employed hereunder is
hereinafter referred to as the "Term."
2. Position and Duties . The Executive shall be
employed in the business of the Corporation. As of the date of this
Agreement, Executive’s duties include those duties Executive
is currently performing as President and Chief Executive Officer of
the Corporation. Notwithstanding the duties as described above,
Executive agrees that his duties may be, from time to time, revised
or modified by the Board of Directors of the Corporation. The
Executive agrees to devote his full business time during normal
business hours to the business and affairs of the Corporation and
to use his best efforts to perform faithfully and efficiently the
responsibilities assigned to him hereunder, to the extent necessary
to discharge such responsibilities, except for (i) service on
corporate, civic or charitable boards or committees not
significantly interfering with the performance of such
responsibilities and (ii) periods of vacation and sick leave
to which he is entitled. It is expressly understood and agreed that
the Executive’s continuing to serve on any boards and
committees with which he is currently connected, as a member or
otherwise, shall be deemed not to interfere with the performance of
the Executive’s services to the Corporation.
3. Compensation and Benefits.
3.1 Base Salary . At the commencement of this Agreement,
the Corporation will pay Executive a base salary ("Base Salary") of
$181,000 which will be paid in accordance with the payroll
practices of the Corporation. The Base Salary shall be reviewed at
least once each year and shall be increased at any time and from
time to time by action of the Board or any committee thereof. The
Base Salary shall be paid in accordance with the
Corporation’s regular practices. As of July 1, 2006,
Executive’s base salary is $313,970.39.
3.2 Annual Bonus . In addition to Base Salary, the
Executive shall have an opportunity to earn or be awarded, for each
fiscal year during the Term, an annual bonus ("Annual Bonus"), in
cash, as established in the sole discretion of the Board from time
to time. Each such Annual Bonus shall be payable no later than
60 days subsequent to the end of the Corporation’s
fiscal year. In the event of the termination of this Agreement for
any reason, the Executive shall receive the Annual Bonus prorated
to the date of such termination.
3.3 Incentive, Retirement and Savings Plan . In addition
to the Base Salary and Annual Bonus, the Executive shall be
entitled to participate in all incentive, retirement and savings
plans and programs ("Incentives"), if any, and as established from
time to time by the Corporation provided Executive meets the
eligibility requirements therefor.
3.4 Benefit Plans . The Executive and/or his spouse and
dependents, as the case may be, shall be entitled to all benefits
under all medical, dental, vision, disability, executive life,
group life, accidental death and travel accident insurance plans
and programs ("Benefit Plans"), if any, and as established from
time to time by the Corporation provided the Executive meets the
eligibility requirements therefor.
3.5 Fringe Benefits . The Executive and/or his spouse and
dependents, as the case may be, shall be entitled to fringe
benefits ("Fringe Benefits"), including, but not limited to,
country club dues and expenses, automobile related expenses,
personal income tax preparation services and financial counseling
services, if any, and as established in the sole discretion of the
Corporation from time to time provided the Executive meets the
eligibility requirements therefor.
3.6 Office and Support Staff . The Executive shall be
entitled to an office and to other assistance commensurate with his
responsibilities and title and consistent with the
Corporation’s policies.
3.7 Vacation . The Executive shall be entitled to 160
hours of paid vacation (4 workweeks) per year accumulated in
monthly increments of 13.33 hours per month. Executive will accrue
vacation until Executive’s paid vacation hours reach a
maximum of 160 hours. Executive will not accrue further vacation
hours unless and until Executive’s vacation hours fall below
160 hours.
4. Expenses . The Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred
or expended by the Executive in fulfillment of the duties
hereunder. Executive shall provide documentation of such expenses
in accordance with the procedures established by the Corporation.
Corporation reserves the right to amend said procedures in its sole
discretion.
5. Termination .
5.1 Death . The Executive’s employment shall
terminate automatically upon the Executive’s death
("Death").
5.2 Disability . The Corporation may terminate the
Executive’s employment, after having established the
Executive’s "Disability" (as defined below), by giving to the
Executive notice of its intention to terminate his employment
effective on the 90 th day after such notice (the
"Disability Effective Date") if within such 90-day period the
Executive fails to return to full-time performance of his duties.
For purpose of this Agreement, "Disability" means a disability
which, after the expiration of more than 26 weeks after its
commencement, is determined to be total and permanent by a
physician selected by the Corporation or the insurers providing
disability insurance to the Company and consented to by the
Executive or his legal representative (such consent not to be
withheld unreasonably) to the extent permitted by law.
5.3 Cause . The Corporation may terminate the
Executive’s employment for Cause ("Cause"). For purposes of
this Agreement, "Cause" means (i) an act or acts of dishonesty
on the Executive’s part which result in or are intended to
result in his substantial personal enrichment at the expense of the
Corporation or (ii) repeated violations by the Executive of
his obligations under Article 2 of this Agreement, which
violations are demonstrably willful and deliberate on the
Executive’s part and which were intended to result in or have
resulted in material injury to the Corporation.
5.4 Without Cause . The Board may terminate the
Executive’s employment without cause ("Without Cause") upon
60 days notice.
5.5 Good Reason . The Executive may terminate his
employment for Good Reason ("Good Reason"). For purposes of this
Agreement, "Good Reason" is defined as set forth in Articles 5.5.1
through 5.5.5 below.
5.5.1 Adverse Change . Without the express written
consent of the Executive, (i) the assignment to the Executive
of any duties inconsistent in any substantial respect with the
Executive’s position, authority or responsibilities as
contemplated by Article 2 of this Agreement, or (ii) any
other substantial adverse change in such position including titles,
authority or responsibilities.
5.5.2 Failure to Comply . Any failure by the Corporation
to comply with any of the provisions of Article 3 of this
Agreement, other than an insubstantial and inadvertent failure
remedied by the Corporation 5 days after receipt of notice
thereof given by the Executive.
5.5.3 Change of Location: The Corporation’s
requiring the Executive to be based or to perform services at any
office or location other than that at which the Executive is based
immediately prior to the Change Date, except for travel reasonably
required in the performance of the Executive’s
responsibilities.
5.5.4 Unpermitted Termination . Any purported termination
by the Corporation of the Executive’s employment otherwise
than as permitted by this Agreement, it being understood that any
such purported termination shall not be effective for any purpose
of this Agreement.
5.5.5 Failure to Assume . Any failure by the Corporation
to obtain the assumption and agreement to perform this Agreement by
a successor as contemplated by Article 10.
5.5.6 Good Faith . In the event that the Executive shall
in good faith give a "Notice of Termination," as hereinafter
defined in paragraph 5.8 hereof, for Good Reason and it shall
thereafter be determined that Good Reason did not exist, the
employment of the Executive shall, unless the Corporation and the
Executive shall otherwise mutually agree, be deemed to have
terminated at the date of the giving of such purported Notice of
Termination. In such event, the Executive shall be deemed to have
elected Voluntary Retirement and shall be entitled to receive only
those payments and benefits which he would have been entitled to
receive at such date under Article 6.3 of this Agreement.
5.
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