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Exhibit 10
EXECUTIVE AGREEMENT
THIS EXECUTIVE AGREEMENT (this “Agreement”) is made effective for all purposes and in all respects as of the 1st day of April, 2005, by and between (i) Global Imaging Systems, Inc., a Delaware corporation (“Employer” or “Global”), and (ii) Todd S. Johnson (“Executive”).
WHEREAS, Employer desires to employ Executive as Senior Vice President – Acquisitions of Employer;
WHEREAS, Executive desires to be employed by Employer in the aforesaid capacity; and
WHEREAS, Employer and Executive desire to set forth in writing the terms and conditions of their agreements and understandings.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises herein contained, the parties hereto, intending to be legally bound, hereby agree as follows.
1. Duties of Executive.
a. Description of Duties. During the term of Executive’s employment hereunder, Executive shall serve as Senior Vice President-Acquisitions of Employer with such duties as are customary to a person holding such position in Executive’s industry and shall, among other things, undertake and assume the responsibility of performing for and on behalf of Employer such duties as shall be assigned to Executive by any of Employer’s Chairman, President or Employer’s Board of Directors (the “Board”), at any time and from time to time. It is understood and agreed that Executive’s principal duties on behalf of Employer as of the date hereof are and shall be to further develop the business of Employer. It is further understood and agreed that any modification in or expansion of Executive’s duties hereunder shall not, unless specifically agreed by Executive and Employer in a duly executed amendment of this Agreement, result in any modification of or increase or decrease in Executive’s compensation referred to in Section 3 hereof.
b. Performance of Duties. Executive covenants and agrees, at all times during his employment hereunder, to devote his full-time efforts, energies and skills to his duties as an Executive of Employer, to serve Employer diligently and to the best of Executive’s ability and at all times to act in compliance with Employer’s rules, regulations, policies and procedures as shall be in effect from time to time. Executive further covenants and agrees that he will not, directly or indirectly, engage or participate in any activities at any time during such employment which conflict with the business of Employer.
2. Term of Employment.
a. Term. The term of Executive’s employment with Employer hereunder shall commence on the date hereof and expire on April 1, 2008, unless sooner terminated in
accordance with the provisions of Sections 2(b) or 2(c) hereof; provided, however, that the term of Executive’s employment with Employer shall be automatically extended for one (1) year on April 1, 2008 and on each subsequent April 1 unless Executive or Employer shall have given written notice to the other at least thirty (30) days prior thereto that the term of Executive’s employment shall be not be so extended. If Employer chooses not to extend the term of this Agreement as provided in this Section 2(a), it shall pay to Executive a Severance Payment (as defined below) in accordance with Section 3(d), provided that such Severance Payment upon non-renewal by Employer shall be paid for a period of six (6) months.
b. Termination by Employer. Notwithstanding any other provision of this Agreement, Employer may terminate Executive’s employment under this Agreement (i) without any further obligation or liability at any time for Cause (as defined below) or (ii) at any time without Cause. Such termination shall be evidenced by delivery to Executive of a Notice of Termination (as defined below).
c. Termination by Executive. Notwithstanding any other provision of this Agreement, Executive may terminate his employment under this Agreement: (i) at any time for Good Reason (as defined below), (ii) at any time without Good Reason, or (iii) within one year after the Effective Date of a Change of Control. Such termination (with or without Good Reason) shall be evidenced by delivery to Employer of a Notice of Termination at least thirty (30) days prior to the effective date of such termination.
3. Compensation. In consideration of the services to be rendered by Executive to Employer under this Agreement, Executive shall be compensated as follows:
a. Base Salary. Executive shall be paid an annual base salary (a “Base Salary”) of Two hundred and fifteen Thousand Dollars ($215,000), payable in accordance with Employer’s normal payroll practices and subject to an annual review and possible upward adjustment pursuant to such annual review by the Board based on Executive’s performance hereunder. All payments hereunder shall be subject to the deduction of payroll taxes and other withholdings and assessments as required by law.
b. Bonus. Executive shall be eligible for an annual bonus (the “Bonus”) in an amount of up to 60% -115% of Executive’s Annual Base Salary for such year, as determined by the Board based upon the Employer’s achievement of budgetary and other objectives set by the Board in good faith and consistent with past practice in consultation with the Executive. The annual bonus, if any, shall be due and payable to Executive prior to June 30 of the following fiscal year. The payment and amount of the Bonus shall be at the sole discretion of the Board (in the same manner as those bonuses for similar officers and executives of the Employer) commencing with Employer’s fiscal year beginning April 1, 2005 (for the fiscal year ended March 31, 2005, the Executive’s bonus shall be computed in accordance with Executive’s current employment agreement with Employer dated February 1, 2003 (the “Current Executive Agreement”). For any fiscal year after the fiscal year ending March 31, 2005 in which Executive is employed for less than 365 days (unless Executive has resigned without Good Reason or has been terminated for Cause), the Bonus, if any, shall be pro rated based on the number of days Executive is in the employ of Employer during such fiscal year.
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c. Benefits and Expenses. Executive shall receive such other benefits as may be granted to senior management of Employer generally, examples of such benefits that Executive may receive are health, dental, life or disability insurance and vacation benefits. Employer shall reimburse Executive for all reasonable travel, entertainment and other expenses which Executive may incur in regard to the business of Employer, in accordance with and subject to the limitations of Employer’s standard practices and policies and Executive’s presentation of such documents and records as Employer shall require to substantiate such expenses. In addition, Executive shall receive up to $1,200 per month for the lease, maintenance, operation and expense of an automobile to be utilized by the Executive in connection with the Employer’s business. In addition, Executive shall receive the following special benefits from Employer:
(i) Stock Options. As of April 1, 2005, Executive shall receive a stock option grant for the purchase of 10,000 shares of the common stock of the Company at an exercise price equal to the closing price of the Company’s common stock (the “Common Stock”) on the NASDAQ National Market System as of the date hereof. In addition, Executive shall receive additional grants of stock options for the purchase of 10,000 shares of the Common Stock on April 1st of each succeeding year (beginning April 1, 2006), to the extent he remains an employee of the Company as of such April 1st grant dates. All options shall (i) be exercisable at the fair market value of the Common Stock on the date of grant; (ii) vest annually over a five-year period (subject to accelerated vesting upon a change of control to the extent permitted by the Company’s stock option plan); and (iii) expire not later than the tenth anniversary of the date of grant. The terms and conditions of the stock options shall otherwise be those set forth under the Company’s stock option plan and shall be consistent with the terms contained in stock option agreements provided to other key executives of the Company.
(ii) Restricted Stock Grant. The Company shall provide Executive with a restricted stock grant (the “Restricted Stock Grant”) of 10,000 shares of the Company’s Common Stock pursuant to a customary restricted stock agreement so long as he remains employed by the Company on April 1, 2005. The Restricted Stock Grant will vest over five years from the date of grant with 20% vesting on the third anniversary of the date of grant, an additional 30% vesting on the fourth anniversary of the date of grant and the balance (50%) vesting on the fifth anniversary of the date of grant.
d. Severance. In the event that Executive is terminated by Employer without Cause or Executive terminates his employment for Good Reason (other than in connection with a non-renewal of this Agreement by the Employer pursuant to Section 2(a) above or within one year after the Effective Date of a Change of Control pursuant to Section 3(e) below), Employer shall pay to Executive a severance payment (the “Severance Payment”) consisting of (i) in the event of termination by Executive for Good Reason for a period of twelve (12) months in accordance with Employer’s normal payroll practices and less all applicable withholding taxes; (ii) in the event of termination by Employer without Cause, Executive’s Base Salary in effect at the time of such termination for a period of twelve (12) months in accordance with Employer’s normal payroll practices and less all applicable withholding taxes; or (iii) in the event of
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termination by the Employer within one year after the Effective Date of a Change of Control pursuant to Section 3(e) below by Executive for any reason or by Employer without Cause, Executive’s Base Salary in effect at the time of such termination for a period of twenty-four (24) months in accordance with Employer’s normal payroll practices and less all applicable withholding taxes. In addition, during the period in which Executive receives the Severance Payment, Employer shall continue to pay the Employer’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides Employer with proof of such participation. The Severance Payments and benefits described in this Section 3(d) are expressly contingent on Executive’s execution of a standard severance and release agreement containing a release of any and all claims by him against Employer. Only in the event that Executive signs and executes a severance and release agreement will Executive receive any Severance Payment or benefits described in this Section 3(d). In addition, Employer retains the right to terminate the initiation or continuation of the Severance Payment and other benefits described in this Section 3(d) and to recover from Executive any and all amounts previously paid (as well as to pursue any other remedies available at law or in equity) if it discovers that Executive engaged in any fraud, theft, embezzlement, serious or substantial misconduct materially injuring Employer’s reputation, or gross negligence while employed by Employer, if Executive materially breaches this Agreement, or if Executive breaches his obligations under Section 4. If Executive’s employment is terminated by Employer for Cause or by Executive without Good Reason, then Executive shall not be entitled to, and Employer shall not be obligated to pay, any Severance Payment.
e. Severance after Change of Control. In the event that Executive resigns from employment with Employer within one year following the Effective Date of a Change of Control, Employer shall pay to Executive a change of control payment (the “Change of Control Payment”) consisting of Executive’s Base Salary in effect at the time of such termination for a period of twenty-four (24) months, in accordance with Employer’s normal payroll practices and less all applicable withholding taxes. In addition, during the period in which Executive receives the Change of Control Payment, Employer shall continue to pay the Employer’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides Employer with proof of such participation. The Change of Control Payments and benefits described in this Section 3(e) are expressly contingent on Executive’s execution of a standard severance and release agreement containing a release of any and all claims by him against Employer. Only in the event that Executive signs and executes a severance and release agreement will Executive receive any Change of Control Payment or benefits described in this Section 3(e). In addition, Employer retains the right to terminate the initiation or continuation of the Change of Control Payment and other benefits described in this Section 3(e) (as well as to pursue any other remedies available at law or in equity) if it discovers that Executive materially breaches his obligations under Section 4.
4. Confidential Information and Post-Employment Obligations.






