Exhibit 10.5
GUIDANCE SOFTWARE EMPLOYMENT
AGREEMENT
This At-Will Employment Agreement
(“Agreement”) effective January 1, 2000
(“Effective Date”) between Guidance Software, Inc.
(“Company”) and John M. Patzakis
(“Employee”). In consideration of the mutual promises
and conditions contained in this Agreement, the Company and
Employee agree as follows:
1. Title and duties.
The Company shall employ Employee as
and under the title of General Counsel and Vice President of
Corporate Development and Employee accepts that employment.
Employee shall devote substantially all of Employee’s time,
attention, energy, knowledge, and skill solely and exclusively to
performing all duties as General Counsel and Vice President of
Corporate Development as assigned or delegated to Employee by
Company. Company acknowledges and agrees that Employee may devote
some time, approximately 3 days per month, toward Employee’s
employment at his law firm Corey & Patzakis
2. Compensation and
Expenses.
A. Salary.
The Company will pay to Employee a
salary of fifteen (15) percent of Net Profits of The Company,
as defined below, but no less than $80,000.00 per year and no
more than $600,000.00 per year, which shall be payable semimonthly
on a prorated basis and from which the Company shall withhold and
deduct all taxes required by federal and state laws and any other
authorized deductions. The Company will review Employee’s
salary at least annually. The Company may, in its sole discretion,
increase Employee’s salary during Employee’s employment
with the Company.
B. Net Profits.
“Net Profits” as used in
this Agreement shall be defined as profits of The Company after
payment of all currently due obligations of the Company and an
allowance for the maintenance of adequate reserve funds for the
Company. Employee’s right to share in a portion of the Net
Profits of the Company described herein does not constitute or
imply any ownership interest by Employee in Company and is strictly
a formula for calculation of Employee’s incentive-based
compensation.
C. Changes by Company.
The Company reserves the right to
modify, suspend, or discontinue any and all of the above-mentioned
plans, practices, policies, and profit-sharing programs at any time
as long as such action is taken generally with respect to other
similarly situated employees of the Company.
3. At-Will Employment.
Employee’s employment with the
Company is for no specified term and is at the mutual consent of
both Employee and the Company. Specifically, Employee’s
employment will be on an “at will” basis, meaning that
either Employee or the Company may terminate the employment
relationship with or without cause at any time, with or without
notice. There are no express or implied agreements contrary to the
foregoing and no one other than the President of the Company has
any authority to enter into an employment agreement for a specified
period of time or to make any agreement that is contrary to the
foregoing. Any such agreement by the President must be in writing
and fully executed by both Employee and the President.
4. Proprietary and Confidential
Information.
A. Non-Disclosure.
Employee agrees that during and
after employment with the Company, Employee will not directly or
indirectly disclose to or use for the benefit of anyone other than
the Company any of the Company’s trade secrets, technical
data, techniques, formulas, designs, know- how, processes, customer
lists and other confidential or proprietary information to which
Employee had access, or that Employee learned or that originated
while Employee was employed by the Company.
B. Company Ownership of
Intellectual Property. The Company shall be the exclusive owner of any
and all rights, including all patent rights, copyrights, and trade
secret rights in all inventions, discoveries, technologies,
processes, ideas, formulae, or information of every description,
and all improvements to any of them (referred to in this Agreement
as
