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 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 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 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
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 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
