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Exhibit 99.2
EXECUTION VERSION
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND
RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement")
is made and entered into as of October 1,
2005, between VERSO TECHNOLOGIES,
INC., a Minnesota corporation (the
"Company"), and JULIET M. REISING (the
"Employee"), an individual resident of the
State of Georgia.
RECITALS:
WHEREAS, the
Company and the Employee have entered into that certain
Executive Employment Agreement dated as of
September 29, 2000 (the "Original
Agreement"); and
WHEREAS, the
Company and the Employee desire to amend and restate the
Original Agreement as provided hereby;
NOW, THEREFORE,
in consideration of the premises and of the promises and
agreements hereinafter set forth, the
parties hereto, intending to be legally
bound, do hereby agree as to amend and
restate the Original Agreement as
follows:
1. TERM. The
term (the "Term") of this Agreement shall begin on the date
hereof (the "Effective Date") and shall
continue in effect until the termination
of the Employee's employment hereunder;
provided, however, the obligations and
covenants of the Company and the Employee
hereunder that are to be performed or
observed following such termination shall
survive the expiration of the Term.
2. EMPLOYMENT
AND DUTIES. The Employee shall serve as the Company's Chief
Financial Officer, Executive Vice President
and Secretary reporting only to the
Company's Board of Directors (the "Board")
and shall have such powers and duties
as may from time to time be prescribed by
the Company's Board of Directors (the
"Board"), provided that such duties are
consistent with the Employee's position
as the senior financial officer of the
Company. The Company shall provide the
Employee with a private office, secretarial
and administrative assistance,
office equipment, supplies and other
facilities and services suitable to the
Employee's position.
3.
COMPENSATION.
3.1. SALARY. For all services to be rendered by the Employee
pursuant
to this Agreement, the Company hereby
agrees to pay the Employee a base salary
at an annual rate per year of $270,000 (the
"Base Salary"), payable in
accordance with the Company's payroll
practices in effect from time to time. The
Base Salary shall be reviewed from time to
time in the discretion of the
compensation committee of the Board.. Any
increase in Base Salary or other
compensation granted by the compensation
committee of the Board shall in no way
limit or reduce any other obligation of the
Company hereunder. Once established
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an increased specified rate, the Base
Salary hereunder shall not thereafter be
reduced, and the term Base Salary used in
this Agreement shall refer to the Base
Salary as so increased.
3.2. BONUS. In addition to her Base Salary, in the discretion of
the
Board, the Employee may be awarded for each
calendar year during the Term an
annual bonus (an "Annual Bonus") either
pursuant to a bonus or incentive plan of
the Company or otherwise on terms no less
favorable than those awarded to other
executive officers of the Company.
4.
[INTENTIONALLY OMITTED].
5. BENEFITS. The
Employee shall be entitled to all benefits and conditions
of employment provided by the Company to
its executive officers, including,
without limitation, insurance,
participation in the Company's vacation policy,
and participation in any stock option or
incentive compensation plans, pension,
profit sharing or other retirement plans,
subject (in each case) to the terms of
such plans and any provisions, rules,
regulations and laws applicable to such
plans.
6. REIMBURSEMENT
FOR BUSINESS EXPENSES. The Employee shall be reimbursed
for all reasonable out-of-pocket business
expenses incurred by her in the direct
performance of her duties during her
employment with the Company pursuant to the
terms of this Agreement and in accordance
with the Company's policies in effect
from time to time. All requests for
reimbursement shall be substantiated by
invoices and other pertinent data
reasonably satisfactory to the Company.
7. PERFORMANCE.
The Employee shall devote all of her working time and
efforts to the business and affairs of the
Company and to the diligent
performance of the duties and
responsibilities assigned to her pursuant to this
Agreement, except for vacations, weekends
and holidays. Notwithstanding the
foregoing, the Employee may render
charitable, civic and outside board services
so long as such services do not materially
interfere with the Employee's ability
to discharge her duties, including, without
limitation, such outside services as
the Employee is currently performing.
8.
NON-DISCLOSURE OF PROPRIETARY INFORMATION; NON-COMPETITION;
NON-SOLICITATION.
8.1. CONFIDENTIAL INFORMATION; TRADE SECRETS. As used in this
Agreement, the term "Confidential
Information" shall mean valuable, non-public,
competitively sensitive data and
information relating to the Company's business
or the business of any entity affiliated
with the Company, other than (i) Trade
Secrets (as defined below); (ii)
information contained in any publicly available
press release, a regulatory filing or other
public communication which is
otherwise in the public domain on the date
of this Agreement; (iii) information
that hereafter enters the public domain
through no action on the part of the
Employee; (iv) information that is known by
the Employee or becomes available to
her from a source other than the Company or
any of its affiliates, provided that
such information was not obtained as a
result of a breach of any confidentiality
obligation by the
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source of such information; (v) information
that was already in the possession
of the Employee prior to the date hereof
and which was not acquired from the
Company or any of its affiliates; or (vi)
information obtained from discovery in
a legal proceeding, but only to the extent
such information is used in such a
proceeding. "Confidential Information"
shall include, among other things,
information specifically designated as a
Trade Secret that is, notwithstanding
the designation, determined by a court of
competent jurisdiction not to be a
"trade secret" under applicable law. As
used in this Agreement, the term "Trade
Secrets" shall mean information or data of
or about the Company or any entity
affiliated with the Company, including,
without limitation, technical or
non-technical data, formulas, patterns,
compilations, programs, devices,
methods, techniques, drawings, processes,
financial data, financial plans,
product plans, or lists of actual or
potential customers or suppliers, that (i)
derive economic value, actual or potential,
from not being generally known to,
and not being readily ascertainable by
proper means by, other persons who can
obtain economic value from their disclosure
or use; and (ii) are subject of
efforts that are reasonable under the
circumstances to maintain their secrecy.
To the extent that the foregoing definition
is inconsistent with a definition of
"trade secret" under applicable law, the
foregoing definition shall be deemed
amended to the extent necessary to render
it consistent with applicable law.
8.2. NON-DISCLOSURE. The Employee will be exposed to Trade Secrets
and
Confidential Information as a result of her
employment by the Company as
provided in this Agreement. The Employee
acknowledges and agrees that any
unauthorized disclosure or use of any of
the Trade Secrets or Confidential
Information of the Company would be
wrongful and would likely result in
immediate and irreparable injury to the
Company. In consideration of the
Employee's right to employment (or
continued employment) under the terms of this
Agreement, except as appropriate in
connection with the performance of her
obligations under this Agreement, the
Employee shall not, without the express
prior written consent of an executive
officer of the Company other than the
Employee, redistribute, market, publish,
disclose or divulge to any other person
or entity, or use or modify for use,
directly or indirectly, in any way for any
person or entity (i) any Confidential
Information during the Term of this
Agreement and for a period of two (2) years
after the final date of the Term of
this Agreement; and (ii) any Trade Secrets
at any time (during or after the Term
of this Agreement) during which such
information or data shall continue to
constitute a "trade secret" under
applicable law. The Employee agrees to
cooperate with any reasonable
confidentiality requirements of the Company. The
Employee shall immediately notify the
Company of any unauthorized disclosure or
use of any Trade Secrets or Confidential
Information of which the Employee
becomes aware.
8.3. NON-COMPETITION. The Employee shall not, either directly
or
indirectly, alone or in partnership,
manage, control, operate or own any
business that is substantially similar to
the business of the Company during the
term hereof in any geographic area of the
United States of America (a "Competing
Business") during the term hereof and, if
the Employee's employment with the
Company shall be terminated pursuant to
Section 12.1 or Section 12.3 hereof,
during the one (1) year period following
the term hereof, except that the
Employee may own up to three percent (3%)
of the outstanding securities of a
Competing Business the securities of which
are registered with the Securities
and Exchange
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Commission if such Competing Business is
subject to the periodic reporting
requirements of the Securities Exchange Act
of 1934, as amended (the "1934
Act").
8.4. NON-SOLICITATION. For a period of one (1) year immediately
following any termination of the Employee's
employment (other than a termination
pursuant to Section 12.2. or Section 12.4
hereof), the Employee will not
solicit, or participate in any solicitation
of, the customers, suppliers,
employees or representatives of the Company
(or any of its subsidiaries or
affiliated companies) to breach any
contract with the Company, terminate any
relationship with the Company or leave the
Company. For purposes of this
Agreement, customers shall be limited to
actual customers or actively-sought
prospective customers of the Company or any
subsidiary or affiliate of the
Company with whom the Employee has had
substantial contact during the Term of
this Agreement.
9. CERTAIN
DEFINITIONS.
9.1. ACCRUED COMPENSATION. For purposes of this Agreement,
"Accrued
Compensation" shall mean an amount which
shall include all amounts earned or
accrued through the "Termination Date" (as
hereinafter defined) but not paid as
of the Termination Date, including, without
limitation, (i) Base Salary, (ii)
reimbursement for reasonable and necessary
expenses incurred by the Employee on
behalf of the Company during the period
ending on the Termination Date, (iii)
vacation pay, (iv) bonuses, including,
without limitation, any Annual Bonus, and
incentive compensation, and (v) all other
amounts to which the Employee is
entitled under any compensation plan of the
Company at the times such payments
are due.
9.2. BASE AMOUNT. For purposes of this Agreement, "Base Amount"
shall
mean the Employee's annual Base Salary at
the highest rate in effect on, or at
any time during the ninety (90) day period
prior to, the Termination Date and
shall include all amounts of the Employee's
Base Salary that are deferred under
any qualified and non-qualified employee
benefit plans of the Company or any
other agreement or arrangement.
9.3. CAUSE. For purposes of this Agreement, a termination of
employment is for "Cause" if the Employee
has been convicted of a felony or if
the termination is evidenced by a
resolution adopted in good faith by two-thirds
(2/3) of the Board that the Employee (i)
intentionally and continually failed
substantially to perform her reasonably
assigned duties with the Company (other
than a failure resulting from the
Employee's incapacity due to physical or
mental illness or from the Employee's
assignment of duties that would constitute
"Good Reason" (as hereinafter defined))
which failure continued for a period of
at least thirty (30) days after a written
notice of demand for substantial
performance has been delivered to the
Employee specifying the manner in which
the Employee has failed substantially to
perform, or (ii) intentionally engaged
in illegal conduct or gross misconduct
which results in material economic harm
to the Company; provided, however, that (A)
where the Employee has been
terminated for Cause because a felony
prosecution has been brought against her
and no conviction or plea of guilty or plea
of nolo contendere or its equivalent
results therefrom, then said termination
shall no longer be deemed to have been
for Cause
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and the Employee shall be entitled to all
the benefits provided by Section
11.1(i) hereof from and after the date on
which the prosecution of the Employee
has been dismissed or a judgement of
acquittal has been entered, whichever shall
first occur; and (B) no termination of the
Employee's employment shall be for
Cause as set forth in clause (ii) above
until (x) there shall have been
delivered to the Employee a copy of a
written notice setting forth that the
Employee was guilty of the conduct set
forth in clause (ii) and specifying the
particulars thereof in detail, and (y) the
Employee shall have been provided an
opportunity to be heard in person by the
Board (with the assistance of the
Employee's counsel if the Employee so
desires). No act, or failure to act, on
the Employee's part shall be considered
"intentional" unless the Employee has
acted or failed to act with a lack of good
faith and with a lack of reasonable
belief that the Employee's action or
failure to act was in the best interests of
the Company. Any act, or failure to act,
based upon authority given pursuant to
a resolution duly adopted by the Board or
upon the instructions of any senior
officer of the Company or based upon the
advice of counsel for the Company shall
be conclusively presumed to be done, or
omitted to be done, by the Employee in
good faith and in the best interests of the
Company. Any termination of the
Employee's employment by the Company
hereunder shall be deemed to be a
termination other than for Cause unless it
meets all requirements of this
Section 9.3.
9.4. CHANGE IN CONTROL. For purposes of this Agreement, a "Change
in
Control" shall have occurred if:
(i) a majority of the directors of the Company shall be persons
other than persons: (A) for whose election
proxies shall have been solicited by
the Board, or (B) who are then serving as
directors appointed by the Board to
fill vacancies on the Board caused by death
or resignation (but not by removal)
or to fill newly-created directorships;
(ii) a majority of the outstanding voting power of the Company
shall have been acquired or beneficially
owned (as defined in Rule 13d-3 under
the 1934 Act or any successor rule thereto)
by any person (other than the
Company, a subsidiary of the Company or the
Employee) or Group (as defined
below), which Group does not include the
Employee; or
(iii) there shall have occurred:
(A) a merger or consolidation of the Company with or into
another corporation (other than (1) a
merger or consolidation with a subsidiary
of the Company, (2) a merger or
consolidation in which (a) the holders of voting
stock of the Company immediately prior to
the merger as a class continue to hold
immediately after the merger at least a
majority of all outstanding voting power
of the surviving or resulting corporation
or its parent and (b) all holders of
each outstanding class or series of voting
stock of the Company immediately
prior to the merger or consolidation have
the right to receive substantially the
same cash, securities or other property in
exchange for their voting stock of
the Company as all other holders of such
class or series, or (3) a merger or
consolidation in which a majority of the
directors of the surviving corporation
after the consummation of such
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merger or consolidation are persons (a) who
were serving as directors of the
Company immediately prior to such
consummation or (b) who are appointed to serve
as directors of the surviving corporation
by a majority of the directors of the
Company immediately prior to such
consummation or whose appointment has been
agreed to by such majority);
(B) a statutory exchange of shares of one or more classes or
series of outstanding voting stock of the
Company for cash, securities or other
property;
(C) the sale or other disposition of all or substantially
all of the assets of the Company (in one
transaction or a series of
transactions); or
(D) the liquidation or dissolution of the Company;
unless more than twenty-five percent (25%)
of the voting stock (or the voting
equity interest) of the surviving
corporation or the corporation or other entity
acquiring all or substantially all of the
assets of the Company (in the case of
a merger, consolidation or disposition of
assets) or of the Company or its
resulting parent corporation (in the case
of a statutory share exchange) is
beneficially owned by the Employee or a
Group that includes the Employee.
9.5. GROUP. For purposes of this Agreement, "Group" shall mean any
two
or more persons acting as a partnership,
limited partnership, syndicate, or
other group acting in concert for the
purpose of acquiring, holding or disposing
of voting stock of the Company.
9.6. DISABILITY. For purposes of this Agreement, "Disability"
shall
mean a physical or mental infirmity which
impairs the Employee's ability to
substantially perform her duties with the
Company for a period of one hundred
eighty (180) consecutive days and the
Employee has not returned to her full time
employment prior to the Termination Date as
stated in the "Notice of
Termination" (as hereinafter defined).
9.7. GOOD REASON.
9.7.1. For purposes of this Agreement, "Good Reason" shall mean
a
good faith determination by the Employ
