Exhibit 10.6
EXECUTIVE
AGREEMENT
THIS EXECUTIVE
AGREEMENT (this “
Agreement ”) is made effective for all purposes and in
all respects as of the 1st day of July, 2003, by and between (i)
Global Imaging Systems, Inc., a Delaware corporation (“
Employer ” or “Global” ), and (ii)
Teresa N. Dunn (“ Executive ”).
WHEREAS , Employer desires to employ Executive as Vice
President - Marketing
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 Vice President-Marketing 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, Chief Operating Officer 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 her employment hereunder,
to devote her full-time efforts, energies and skills to her 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 she 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, 2006, 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, 2006
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 her 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 One Hundred
Eighty-Seven Thousand Dollars ($187,000), 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 50% 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 other Subsidiaries of the Employer) commencing
with Employer’s fiscal year beginning April 1, 2003. For any
fiscal year after the fiscal year ending March 31, 2003 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.
Notwithstanding the foregoing, the Executive’s bonus shall be
based on the Northwest Group’s performance and results for
the first quarter of Employers fiscal year 2004 and guaranteed at
$70,125 for the remainder of fy04.
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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. Executive shall also receive up to
$900.00 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.
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 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
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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 .
a. Confidential
Information .
Executive acknowledges that during her employment with Employer,
she will have access to trade secrets and other confidential and/or
proprietary information (“ Confidential Information
”). Executive agrees that, both during her employment and
after the termination of his employment, she will use her best
efforts and utmost diligence to preserve, protect, and prevent the
disclosure of such Confidential Information, and that she will not,
either directly or indirectly, use, misappropriate, disclose or aid
any other person in disclosing such Confidential Information.
Executive acknowledges that as used herein, Confidential
Information includes, but is not limited to, all methods,
processes, techniques, practices, product designs, pricing
informatio
