Exhibit (e)(5)
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”),executed as of April 4, 2019 (the “Effective Date”), is by and between GlobalSCAPE, Inc., a Delaware corporation, (the “Company”) and Mark Hood (“Employee”, together with the Company, the “Parties”).
W I T N E S S E T H:
WHEREAS, Employee and the Company previously entered into an employment agreement executed on August 27, 2018 (the “2018 Agreement”);
WHEREAS, it is the intention of the Company and the Employee to amend and restate the 2018 Agreement in its entirety as set forth herein; and
WHEREAS, at the Effective Date, Employee shall continue to be employed by the Company, subject to this Agreement, and the 2018 Agreement shall be deemed to be terminated and of no further force or effect;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises of the Parties contained herein, the Parties intending to be legally bound, hereby agree as follows:
1. | Title and Job Duties. |
(a) | Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ Employee as Senior Vice President of Operations. In this capacity, Employee shall have the duties, authorities and responsibilities that are designated from time to time by the Company’s Chief Executive Officer (the “CEO”) and commensurate with his title. In performing his duties under this Agreement, Employee shall report to the CEO. |
(b) | Employee accepts such employment and agrees, during the term of his employment, to devote his full business and professional time and energy to the Company. Employee agrees to carry out and abide by all lawful directions of the CEO and to comply with all standards of performance, policies, and other rules and regulations heretofore established by Company and or hereafter established by Company. In addition, Employee agrees to serve in such other capacities or offices to which he may be assigned, appointed or elected from time to time by the CEO. |
(c) | Without limiting the generality of the foregoing, Employee shall not, without the written approval of the CEO, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder; provided that the foregoing shall not prevent Employee from (i) serving on the boards of directors of, or holding any other offices or positions in non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing Employee’s personal investments, so long as such activities in the aggregate do not materially interfere or conflict with Employee’s duties hereunder or create a potential business or fiduciary conflict. Notwithstanding the foregoing, Employee shall be able to engage in the following activities listed in Exhibit A so long as they continue not to materially interfere or conflict with Employee’s duties hereunder or create a potential business or fiduciary conflict. |
2. | Compensation. Employee shall receive a base salary of $242,050 (“Base Salary”). In addition, Employee may be entitled to participate in any additional bonus, incentive compensation or employee benefit programs which may be established from time to time by the Company in its sole discretion and in accordance with the provisions of the programs as the same may be in effect from time to time. |
3. | Expenses. In accordance with Company policy, the Company shall reimburse Employee for all reasonable business expenses, including travel expenses, properly and reasonably incurred and paid by Employee in the performance of his duties under this Agreement upon his presentment of detailed receipts in the form required by the Company’s policy. |
4. | Term of Employment. The terms set forth in this Agreement will commence upon the Effective Date and shall remain in effect for one (1) year (the “Initial Term”) unless earlier terminated as otherwise provided in Section 5 below. The Initial Term shall automatically renew for additional one (1) year periods (each a |