EXECUTIVE EMPLOYMENT
AGREEMENT
This EMPLOYMENT
AGREEMENT (“Agreement”) is executed as of the 28
th day of March 2002, by and between ARMEN
MARTIROSYAN, an individual (“Employee”), EN POINTE
TECHNOLOGIES, INC., a Delaware corporation (the
“Company”), with reference to the following
facts:
A. Employee
is an individual possessing unique management and executive talents
of value to the Company.
B. The
Company desires to engage Employee as the Vice
President-Information Technology (IT) for the Company, and Employee
desires to accept such employment, all on the terms and conditions
set forth in this Agreement.
In consideration
of the foregoing recitals and of the covenants and agreements
herein, the parties agree as follows:
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1.
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Term . The Company hereby engages
Employee to perform his duties and render the services set forth in
Section 2 for a period commencing on December 26, 2001
(the “Effective Date”) and ending on December 25,
2002, (the “Employment Period”) and Employee hereby
accepts said employment and agrees to perform such services during
the Employment Period. Unless this Agreement is terminated pursuant
to Section 4 or unless either party gives the other written
notice to the contrary prior to expiration date, this Agreement,
together with any changes which have occurred during the employment
period then expiring, shall automatically renew at the end of the
Employment Period on a month-to-month basis.
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2.
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Duties .
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2.1.
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Vice President-IT:
Performing executive
work of importance to the Company, with the primary focus being the
cost-effective management of the Company’s information
infrastructure. During the Employment Period, Employee shall devote
his full business time and attention to performing his duties as
Vice President-IT of the Company, including but not limited
to:
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2.1.1.
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Overseeing the effective operation
of the Information Technology (IT) function for En Pointe
Technologies and its subsidiaries on a day-to-day basis. Includes
managing and coordinating the programming team; analyzing system
requirements; designing and developing applications; implementing
new information systems; documenting information systems; training
end users; maintaining the network infrastructure and
telecommunication operations; and providing efficient help desk and
other operations support to end-users.
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READ & AGREED
(INITIALS):
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AM:___(EMPLOYEE)
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RDC: ___(EN POINTE
TECHNOLOGIES)
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Executive
Employment Agreement: Armen Martirosyan
March 28, 2002
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2.1.2.
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Serving as the technical resource
that designs, coordinates and implements action corporate
strategies which meet En Pointe’s IT quality assurance
objectives. Includes assuring network functionality and data
integrity on a twenty-four (24) hour per day, seven
(7) day per week basis.
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2.1.3.
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Assuring the security of En
Pointe’s national and international networks, data and
telephony communication systems. Includes including fully securing
networks, programs and data against unauthorized access, copying or
manipulation; ensuring that proper back-ups of programs and data
occur with appropriate frequency for all En Pointe networks; once
parameters have been established by executive management, designing
and maintaining an effective disaster recover plan that is capable
of reviving networks from failure in the shortest possible time
frame per current technology; and abiding by the access restriction
parameters determined by En Pointe Technologies’
officers.
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2.1.4.
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Carrying out supervisory
responsibilities in accordance with the organization’s
policies and applicable laws. Responsibilities include
interviewing, hiring, and training employees; planning, assigning,
and directing work; appraising performance; rewarding and
disciplining employees; addressing complaints and resolving
problems.
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2.1.5.
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The
above description of duties in non-exhaustive. Employee shall work
out of the Company’s headquarters and shall report to a
manager designated by the Company’s Chief Executive Officer
(“CEO”).
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2.1.6.
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Employee recognizes that the Board
of Directors of the Company may be required under its fiduciary
duty to the Company and to its stockholders to eliminate the
position of Vice President-IT of this Company or to appoint a
different person as such officer of this Company. The parties agree
however, that any such elimination or replacement of Employee by
the Company, other than pursuant to Section 4 or
Section 7.1 or 7.2.1 or 7.3.1 hereof, shall constitute a
termination of Employee’s employment hereunder by the Company
without cause.
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3.
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Company Policies.
Employee will be subject
to and agrees to adhere to all of Company’s policies which
are generally applicable to En Pointe’s employees, including
but not limited to, all policies relating to standards of conduct,
conflicts of interest and compliance with the Company’s rules
and obligations. To the extent there is a conflict between the
terms of a general Company policy and a term of this Agreement, the
specific term of the Agreement shall govern.
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4.
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Change of Control
. Notwithstanding the
terms of Section 2 above, if the Company or a significant
portion thereof is sold or merged or undergoes a change of control
transaction (as defined in the form of Parent’s Stock Option
Agreement, a copy of which shall be made available upon
Employee’s written request), this Agreement shall survive
consummation of such transaction and shall continue in effect for
the remainder of the Employment Period, but Employee shall serve as
an officer of the entity which succeeds to the business or a
substantial portion of the business of the Company, and in such
case shall bear a suitable
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READ & AGREED
(INITIALS):
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AM:___(EMPLOYEE)
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RDC: ___(EN POINTE
TECHNOLOGIES)
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Executive
Employment Agreement: Armen Martirosyan
March 28, 2002
title and
perform the duties and functions of such office of such publicly
traded or privately held successor, consistent with those
customarily performed by an officer of such a unit, division or
entity comparable to the then business of the Company, unit,
division or entity. Employee may be required to accept greater or
lesser responsibility by any successor, and agrees to fully
cooperate and assist in any resulting transition for up to the
remainder of the Employment Period; and any adjustments required of
Employee to complete the transition to any successor, unit,
division or entity, shall not violate this Agreement so long as
“good reason” does not arise under
Sections 8.2(iii).
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5.
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Conflict of Interest
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5.1.
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Employee agrees that during the
course of his employment, he will not, directly or indirectly,
compete with En Pointe Technologies in any way, nor will Employee
act as an officer, director, employee, consultant, shareholder,
lender or agent of any entity which is engaged in any business in
which En Pointe Technologies is now engaged or in which En Pointe
Technologies becomes engaged during the term of your employment.
Any apparent conflict of interest must be disclosed to the En
Pointe Technologies Vice President- Human Resources for evaluation
either at time of employment or at the time that a conflict becomes
known or suspected
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5.1.1.
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Employee further agrees that during
the term of employment and for a period of eighteen
(18) months thereafter, employee will not, directly or
indirectly, compete unfairly or illegally with the Company in any
way, or usurp any Company opportunity in any way. Employee also
agrees that during the term of employment and for a period of
eighteen (18) months thereafter, Employee will not, directly
or indirectly, whether on his own behalf or on behalf of another,
offer employment or a consulting agreement to any Company employee,
nor will Employee directly or indirectly, whether on his own behalf
or on behalf of another, actually employ or grant a consulting
assignment to a Company employee. Employee also agrees that during
the term of employment and for a period of eighteen
(18) months thereafter, Employee will not, directly or
indirectly, whether on his own behalf or on behalf of another
contact or solicit any of Company’s clients to do business
with any other entity other than the Company.
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6.
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Intellectual Property
. Employee agrees to the
following:
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6.1.
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The
copyright to all programs and all trade secrets developed during
his employment by Employee or others in the Company using Company
time and/or resources belong to En Pointe Technologies.
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6.2.
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Employee hereby assigns to En Pointe
Technologies all rights, title and interest in and to the materials
and information created by Employee for En Pointe Technologies and
all other programs, inventions, works of authorship, data, ideas,
know-how and other creations which relate to the subject matter of
your services for En Pointe Technologies using Company time and/or
resources (collectively called “Creations”) including
any copyright, trade secret, patent, trademark and other
intellectual property rights in such
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READ & AGREED
(INITIALS):
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AM:___(EMPLOYEE)
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RDC: ___(EN POINTE
TECHNOLOGIES)
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Executive
Employment Agreement: Armen Martirosyan
March 28, 2002
Creations. To
the maximum extent applicable by law, all such Creations shall be
deemed works made for hire. To the extent that, notwithstanding
this agreement, Employee retains any copyright, trade secret,
patent trademark or other intellectual property interest in, or to,
any such creations, Employee hereby grants to En Pointe
Technologies a royalty free, irrevocable, worldwide, non-exclusive,
perpetual license to make, have made, sell, disclose, reproduce,
distribute, modify and use software and other products under such
intellectual property rights.
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