EX-99.2 EMPLOYMENT AGREEMENTEmployment Agreement |
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CAM
Commerce Solutions, Inc.
EMPLOYMENT
AGREEMENT
EMPLOYMENT AGREEMENT between CAM Commerce Solutions, Inc., a Delaware
corporation (the “Corporation”), and Paul Caceres, Jr. (the
“Executive”), dated this 1st 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 Chief Financial 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 President/Chief Executive Officer 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 $115,000 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 President/Chief Executive Officer. The Base Salary shall be paid in accordance with the Corporation’s regular practices. As of July 1, 2006, Executive’s base salary is $198,894.25.
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 and 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 and be reimbursed 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 90th 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 purposes 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 President or 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 thi






