Employment and Severance Agreement between Panja Corporation and Tom Hite

Summary

This agreement, effective January 1, 2001, is between Panja Corporation and Tom Hite. It sets the terms for Mr. Hite’s continued employment through April 30, 2001, focusing on market research and analysis. In exchange for a base salary of $82,500 and standard employee benefits, Mr. Hite agrees to certain non-competition and confidentiality obligations during and for two years after his employment. The agreement replaces any prior employment or severance arrangements and allows Mr. Hite to pursue other interests as long as they do not interfere with his duties or breach the agreement.

EX-10.15 10 dex1015.txt AGREEMENT REGARDING EMPLOYMENT Exhibit 10.15 AGREEMENT REGARDING EMPLOYMENT AND IN LIEU OF SEVERANCE This Agreement is made as of the 1/st/ day of January, 2001, between Panja Corporation, a Texas corporation, with offices at 3000 Research Drive, Richardson, Texas 75082 (the "Company"), and Tom Hite, an individual residing in Rockwall, Texas (the "Employee"). RECITALS -------- The Employee has served in an executive capacity for the Company and the Company desires to amend and supersede all prior agreements regarding Employee's employment with the company with a view to continuing Employee's employment for a limited time and in lieu of any other severance payments to employ the Employee and the Employee desires to provide such services upon the terms and conditions hereinafter set forth. WITNESSETH: ----------- NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows: 1. Employment. The Employee has been employed in various executive ---------- capacities with the Company and now the Employee and the Company desire for Employee to devote his energies to general external research and analysis of market opportunities for the Company and the Employee accepts such employment for the term of employment specified in Section 3 below (the "Employment Term"). During the Employment Term, the Employee shall have the obligation to review and research market opportunities for the Company in such manner, and with such time commitment, as Employee deems reasonable in the exercise of his good faith business judgment, it being understood that employee will be free to devote his attention to other interests; provided, that Employee's pursuit of other interests does not violate any other provisions of this Agreement. 2. Performance. The Employee agrees to devote his best efforts and such ----------- of his business time as may be requested by the President as being necessary for the performance of his duties hereunder during the Employment Term; provided, however, that the Employee shall be entitled to pursue other business interests so long as the pursuit of such interests does not unreasonably interfere with the performance by the Employee of his responsibilities hereunder or violate any of the other provisions of this Agreement. 3. Employment Term. The Employment Term shall begin on the date of this --------------- Agreement and continue until April 30, 2001. 4. Compensation. ------------ (a) Salary. During the Employment Term, the Company shall pay the ------ Employee a base salary, payable in accordance with normal payroll practice, subject to withholding and other applicable taxes, of an aggregate amount of $82,500. (b) Discretionary Bonus. The Employee shall not be eligible for any ------------------- bonus compensation. (c) Additional Benefits. In addition to the other compensation ------------------- payable to the Employee hereunder, during the Employment Term, the Employee shall be eligible as a full-time employee to participate in any and all group life insurance plans and medical and dental health benefit plans maintained by or on behalf of the Company on the same basis as other employees. 5. Expenses. The Employee shall be reimbursed by the Company for all -------- reasonable expenses incurred by him in connection with the performance of his duties hereunder. 6. Agreement Not to Compete. ------------------------ (a) The Employee agrees that during the Non-Competition Period (defined below) he will not in any capacity, either separately, jointly, or in association with others, directly or indirectly, as an officer, director, consultant, agent, employee, owner, partner, distributor, dealer, representative, shareholder, equityholder, or otherwise, engage or have a financial interest in any business located anywhere in the Restricted Area (as herein defined) which competes with the Company or with any affiliate of the Company (excepting only the ownership of not more than 5.0% of the outstanding securities of any class listed on an exchange or regularly traded in the over- the-counter market). "Restricted Area" means the entire world. (b) An entity or individual shall be deemed to compete with the Company or one of the Company's affiliates as of a particular time if the entity or individual then manufactures, produces, markets, distributes or sells any product or service which is directly competitive with, or which may be purchased in replacement or substitution of, any product or service which was being manufactured, produced, marketed, distributed, sold or actively developed by the Company or such affiliate during the Employment Term, and which is then still being manufactured, produced, marketed, distributed, sold or actively developed by the Company or such affiliate. A product or service shall be deemed to be under active development by the Company or its affiliate as of a particular date only if the Company or such affiliate has devoted significant resources to the development thereof and intends to market, distribute or sell such product or service within the next 18 months of such date. The "Non-Competition Period" is (a) the period during which the Employee is employed hereunder plus (b) a period of two years thereafter. (c) The Employee further agrees that during the Non-Competition Period he will not in any capacity, either separately, jointly or in association with others, directly or indirectly, solicit or otherwise contact any of the Company's or its affiliates' customers, distributors, dealers or representatives as shown by the Company's or its affiliates' records, that were customers, distributors, dealers or representatives of the Company or its affiliates at any time during the two years immediately preceding the date of termination of the Employee's employment hereunder if such solicitation or contact is for the specific purpose of selling products or services that compete with any products or services that the Company or its affiliates had available for sale to its customers, distributors, dealers, representatives, or prospects during the two years immediately preceding the end of the Non-Competition Period. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or space, the court is hereby requested and authorized by the parties hereto to revise the foregoing restrictions to include the maximum restrictions allowed under the applicable law. 2 (d) The Employee expressly agrees that breach of the foregoing would result in irreparable injuries to the Company and its affiliates, that the remedy at law for any such breach will be inadequate and that upon breach of this section, the Company and its affiliates, in addition to all other available remedies, shall be entitled as a matter of right to injunctive relief in any court of competent jurisdiction without the necessity of proving the actual damage to the Company or its affiliates. 7. Secret Processes and Confidential Information. For the Employment Term --------------------------------------------- and thereafter, (a) the Employee will not divulge, directly or indirectly, other than in the regular and proper course of business of the Company or its affiliates or as required by law, any confidential knowledge or information with respect to the operation or finances of the Company or its affiliates or with respect to confidential or secret processes, techniques, machinery, customers, plans and products manufactured or sold by the Company or its affiliates (collectively, "Confidential Information") and (b) the Employee will not use, directly or indirectly, any Confidential Information for the benefit of anyone other than the Company or its affiliates; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. Notwithstanding the foregoing, if the Employee is required to disclose or divulge Confidential Information pursuant to any subpoena or other judicial process he will promptly so notify the Company, and if so requested by the Company or its affiliates, will assist the Company or its affiliates in seeking a protective order with respect thereto. If the Company cannot or chooses not to obtain such a protective order, the Employee will divulge only such Confidential Information as he is advised by his counsel is required to be disclosed, and will use his best efforts to ensure that the balance of such Confidential Information will be kept confidential. 8. Nonsolicitation of Employees. For the Employment Term and two (2) years ---------------------------- thereafter, the Employee will not, either directly or indirectly, solicit for employment or employ or assist any entity to employ any person employed by the Company, or any affiliates thereof, at any time during the twenty-four (24) month period immediately preceding such solicitation or employment. 9. Termination. ----------- (a) Termination at End of Term. The employment of the Employee -------------------------- hereunder shall terminate at the end of the Employment Term. Employee expressly waives any right to any severance or other payment at the end of the Employment Term. (b) Termination by the Company With Cause. The Company shall have the ------------------------------------- right at any time to terminate the Employee's employment hereunder immediately upon written notice following the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): 3 (i) the commission by the Employee of any deliberate and premeditated act that materially and adversely affects the business, financial condition or results of operations of the Company; (ii) Employee's habitual drunkenness, use of illegal substances or drugs or the use, possession, distribution or being under the influence of alcohol or illegal substances or drugs in the workplace (the only exception is that Employee may consume alcohol reasonably and responsibly, if he so chooses, at legitimate business events and functions where alcohol is legally available); (iii) the conviction by the Employee of a felony; (iv) the willful failure or refusal of the Employee to perform his duties hereunder, which failure or refusal continues for 45 days after written notice thereof from the Company to the Employee; or (v) the breach by the Employee of any terms of this Agreement, which breach continues for 45 days subsequent to written notice from the Company to the Employee of the breach. (c) Termination by Company for Death or Disability. The Company shall ---------------------------------------------- have the right at any time to terminate the Employee's employment hereunder by 30 days' written notice upon the Employee's inability to perform his duties hereunder by reason of any mental, physical or other disability which has existed for a period of at least six consecutive months (for purposes hereof, "disability" has the same meaning, as is defined for such term in the Company's disability policy), as determined by an independent physician. The Employee's employment hereunder shall also terminate upon the death of the Employee. (d) Termination by Company without Cause. The Company shall have the ------------------------------------ right at any time, upon vote of a majority of the Board of Directors, by 30 days' written notice to Employee to terminate the Employee's employment for any other reason without Cause. (e) Termination by Employee for Good Reason. The Employee shall have --------------------------------------- the right, upon written notice to the Company, at any time to terminate his employment at any time, with or without cause. 10. Effect of Termination of Employment. ----------------------------------- (a) With Cause or Voluntary Termination. If the Employee's ----------------------------------- employment is terminated with Cause or if the Employee voluntarily terminates his employment, all benefits shall cease at the time of such termination; provided, however, that the Employee shall be entitled to continue to participate in the Company's medical benefit plans, at his own expense, to the extent required by law. (b) Death or Disability. If the Employee's employment is terminated ------------------- by the death or disability of the Employee (pursuant to Section 9(c)), the Employee's compensation provided in Section 4 shall be paid to the Employee or, in the event of the death of the Employee, the Employee's estate, as follows: 4 (i) the Employee's base salary specified in Section 4(a) shall continue to be paid in monthly installments through the end of the Employment Term; and (ii) the Employee's additional benefits specified in Section 4(c) shall terminate at the time of such termination; provided, however, that in the event of disability the Employee shall be entitled to continue receiving such benefits so long as he receives salary from the Company. (c) Without Cause or For Good Reason. If the Employee's employment is -------------------------------- terminated by the Company without Cause (pursuant to Section 8(d)), or the Employee terminates his employment for Good Reason (pursuant to Section 8(e)), then the Employee shall be entitled to the following benefits in complete discharge of the Company's obligations hereunder: (i) the Employee's salary specified in Section 4(a) shall continue to be paid in monthly installments through the end of the Employment Term. 11. Notice. Any notices required or permitted hereunder shall be in ------ writing and shall be deemed to have been given when personally delivered or when mailed, certified or registered mail, postage prepaid, to the addresses set forth above or to such other addresses as the parties may hereafter give notice provided herein. 12. General. ------- (a) Prior Agreements. This Agreement supersedes and replaces all prior ---------------- agreements between the Company and the Employee, written or oral, relating to the terms of the Employee's employment by the Company; provided, however, the Employee Non-Disclosure Agreement executed by Employee as of March 10, 1997 shall continue in full force and effect. (b) Governing Law. The terms of this Agreement shall be governed by ------------- the laws of the State of Texas. (c) Assignability. The Employee may not assign his interest in or ------------- delegate his duties under this Agreement. The covenants and obligations of the Employee hereunder shall redound to the benefit of the Company's successors and assigns. (d) Binding Effect. This Agreement shall be binding upon and inure to -------------- the benefit of the Company, its successors and assigns. (e) Entire Agreement; Modification. This Agreement constitutes the ------------------------------ entire agreement of the parties hereto with respect to the subject matter hereof and may not be modified or amended in any way except in writing by the parties hereto. (f) Duration. Notwithstanding the term of employment hereunder, this -------- Agreement shall continue for so long as any obligations remain under this Agreement. 5 IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this agreement the day and year first above written. PANJA INC. By: /s/ Joe Hardt ------------------------------------ Name: Joe Hardt Title: President & CEO EMPLOYEE /s/ Thomas D. Hite ---------------------------------------- Tom Hite 6