EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is executed this 1st day of
November, 2000 by and between enherent Corp. (fka PRT Group Inc.), a Delaware
corporation, with its principal place of business at 12300 Ford Rd., Suite 450,
Dallas, Texas, 75234, with all of its direct and indirect subsidiaries, (the
"Employer") and Gerry Roszak, an individual residing at 81 Friendship Road,
Howell in the State of New Jersey (the "Executive").
RECITALS:
A. Employer is a global information technology services company.
B. The Executive is experienced in the information technology services
industry and is desirous of becoming an executive for the Employer or the
Executive has been an employee of the Employer and as a result of
promotion or assumption of additional responsibilities has been awarded
the enhanced employment terms set out herein.
C. Employer believes the Executive will contribute to the growth and
profitability of the Employer and desires to employ the Executive as the
Executive Vice President responsible for the North Area geographic
business unit.
D. Employer agrees that it shall not require Executive to engage in any
conduct, which would violate any of the Executive's post-termination
obligations to Executive's former employer arising under this Agreement.
E. The Executive is willing to make his services available to Employer on the
terms and conditions hereinafter set forth.
AGREEMENT:
Therefore, in consideration of the premises, mutual covenants and
agreements of the parties contained herein, and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged,
Employer and the Executive hereby agree as follows:
1. Employment. Commencing on November 1, 2000 (the "Effective Date"),
Employer, in reliance on such representations, shall employ the
Executive and the
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Executive shall accept employment by Employer, upon the terms and
conditions set forth in this Agreement.
2. Term: The term of employment (the "Term") of this Agreement shall
begin on the Effective Date and, except as otherwise provided in
Sections 8, 9, and 10 shall end on November 1, 2002. The Term of
this Agreement shall be twenty-four (24) months and shall not be
further extended without the mutual written consent of the parties.
After completion of the term, Executive's employment will be on an
at-will basis unless otherwise agreed in writing by the parties.
3. Duties: The Executive will serve as the Executive Vice President,
North Area of the Employer and the Executive shall have the primary
responsibility to manage and direct the day-to-day business of the
Employer's North Area geographic business unit. In addition,
Executive will be responsible for establishing current and
long-range objectives, plans, and policies subject to the approval
of the President. The Executive shall perform such duties as may be
reasonably assigned to him by the President. With the consent of the
President, the Executive may (i) devote a reasonable amount of time
and effort to charitable, industry or community organizations, and
(ii) subject further to the provisions of Section 6, the Executive
may serve as a director of other companies.
4. Compensation: During the Term, Executive shall be compensated as
follows:
(a) Salary. Executive shall be paid an annual salary of one
hundred fifty thousand dollars ($150,000) (the "Annual Base
Salary"), to be distributed in equal periodic semi-monthly
installments according to Employer's customary payroll practices.
Nothing contained herein shall be construed to prevent Employer from
increasing Executive's Annual Base Salary more often than annually.
The Annual Base Salary will be reviewed annually by the President
and increased (but not decreased) if the President, in his
discretion, determines an increase to be appropriate, based on the
types of factors the President usually takes into account in
reviewing executive level salaries, including, but not limited
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to, cost-of-living factors.
(b) Annual Incentive Compensation. Employer will provide the
Executive with a target bonus opportunity of at least forty- percent
(40%) of Annual Base Salary (the "Performance Bonus") under the
annual incentive award plan. The Performance Bonus will be paid to
Executive no later than March 1st of the next year. Performance
Bonus requirements will be agreed to in writing by the parties and
attached hereto as Exhibit 2.
(c) Employer will make the Executive eligible for
participation in Stock Acquisition and Retention Program under the
terms and conditions applicable to all other participants, subject
to the approval of the Compensation Committee of the Board of
Directors.
(d) Certain Additional Payments and Consideration. In addition
to the above payments,
(i) Stock Options. Executive will be eligible to participate
in the Employer Stock Option Plan ("Plan"). All Options are subject
to the terms of the Plan; provided, however, in the event of a
Termination without Cause of the Executive's employment by the
Employer all stock options granted shall immediately vest and be
exerciseable as per the terms of Section 9 (b) below. All Options
will vest in three (3) equal annual installments of one-third (1/3)
each beginning one (1) year from their respective grant date. A copy
of the Plan is attached hereto as Exhibit 1. If Executive was an
employee of Employer prior to the Effective Date and has already
been granted stock options, all of Executive's stock options shall
have the same terms as the Options granted hereunder.
(ii) Change in Control. Notwithstanding any other
provision of the Plan to the contrary, while Executive's Options
remain outstanding under the Plan, a Change in Control (as defined
below) of Employer shall occur, then all Options granted hereunder
this Award that are outstanding at the time of such Change in
Control shall become immediately exercisable in full, without regard
to the years that have elapsed from the date of grant, and, at the
option of the Compensation Committee of the Board of Directors, such
Options may be cancelled in exchange for a cash payment or a
replacement award of
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equivalent value. For purposes of this Award as well as this
Agreement, a "Change in Control" of Employer shall occur upon the
happening of the earliest to occur of the following:
(a) any "person" as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (other than (1)
Employer, (2) any trustee or other fiduciary holding securities
under an employee benefit plan of Employer or (3) any corporation
owned, directly or indirectly, by the stockholders of enherent Corp.
in substantially the same proportions as their ownership of the
common stock of Employer, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934),
directly or indirectly, of securities of Employer (not including in
the securities beneficially owned by such person any securities
acquired directly from Employer or its affiliates representing
fifty-one percent (51%) or more of the combined voting power of
enherent Corp.'s then outstanding voting securities;
(b) during any period of not more than two (2) consecutive
years, individuals who at the beginning of such period constitute
the Board (such board of directors being referred to herein as the
"Employer Board"), and any new director (other than a director
designated by a person who has entered into an agreement with
Employer to effect a transaction described in clause (i), (ii) or
(iv) of this Section 5A) whose election by the Employer Board or
nomination for election by Employer's Stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in
office who either were directors then still in office who either
were directors at the beginning of the period of whose election or
nomination for election was previously so approved (other than
approval given in connection with an actual or threatened proxy or
election contest), cease for any reason to constitute at least
seventy percent (70%) of such Employer Board;
(c) the stockholders of Employer approve a merger or
consolidation of Employer with any other corporation, other than (A)
a merger or consolidation which would result in the voting
securities of Employer outstanding immediately prior thereto
continuing to represent (either by remaining outstanding without
conversion or by being converted into voting
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securities of the surviving or parent entity) fifty one (51%) or
more of the combined voting power of the voting securities of
Employer or such surviving or parent entity outstanding immediately
after such merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of enherent Corp. (or
similar transaction) in which no "person" (as hereinabove defined)
acquires fifty-one (51%) or more of the combined voting power of
enherent Corp.'s then outstanding securities; or
(d) the stockholders of the Employer approve a plan of
complete liquidation of the Employer or an agreement for the sale or
disposition by the Employer of all or substantially all of the
Employer's assets (or any transaction having a similar effect).
5. Expense Reimbursement and Other Benefits.
(a) Reimbursement of Expenses. During the term of Executive's
employment hereunder, Employer, upon the Executive's submission of
proper substantiation in accordance with Employer's standard
procedure, including copies of all relevant invoices, receipts or
other evidence reasonably requested by Employer, by the Executive,
shall reimburse the Executive for all reasonable expenses actually
paid or incurred by the Executive in the course of and pursuant to
the business of Employer.
(b) Employee Benefits. Executive shall participate in the
Employer Employee Benefits Program.
(c) Stock Options. Executive shall be included as a
participant under the Employer Incentive Stock Option Plan, eligible
to be granted options to acquire shares of Employer's common stock.
The number of any future options and terms and conditions of options
shall be determined in the sole discretion of the Board, or
applicable committee thereof, and shall be based on several factors,
including the performance of the Employer.
(d) Vacation. During the Term, the Executive will be entitled
to four (4) weeks paid vacation/personal days for each year. The
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Executive will also be entitled to the paid holidays and other paid
leave set forth in Employer's policies. Vacation days and holidays
during any fiscal year that are not used by the Executive during
such fiscal year may not be carried over and used in any subsequent
fiscal year. Executive will begin to accrue vacation/personal days
on the first day of the month following date of employment at the
rate of 1.67 days per month. Employer observes ten (10) holidays
each year; seven (7) days are designated by Employer (the holiday
schedule is described in Employer's Summary of Benefits) and three
(3) days, which are selected by Executive.
(e) Retirement Plan. Executive is eligible to participate in
the Employer's 401(k) Savings Plan the first day of the month
coinciding with, or following employment with Employer. The.
Employer has a provision enabling a match of 100% of the first 3% of
employee contributions.
6. Restrictions.
(a) Non-competition. During the Term and for a one (1) year
period after the termination of the Term and for any reason, the
Executive shall not, directly or indirectly, engage in or have any
interest in any sole proprietorship, partnership, corporation or
business or any other person or entity (whether as an executive,
officer, director, partner, agent, security holder, creditor,
consultant or otherwise) that directly or indirectly (or through any
affiliated entity) engages in competition with the Employer (for
this purpose, any business that engages in information technology
consulting services or products similar to those services or
products offered by the Employer and which is actively soliciting
the operating units of the clients doing business with Employer at
the time of termination of the Agreement shall be deemed to be in
competition with the Employer provided that such services or
products constitute at least five percent (5%) of the gross revenues
of the Employer at the time of termination of the Agreement);
provided that such provision shall not
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apply to the Executive's ownership of or the acquisition by the
Executive, solely as an investment, of securities of any issuer that
are registered under Section 12(b) or 12(g) of the Exchange Act and
that are listed or admitted for trading on any United States
national securities exchange or that are quoted on the NASDAQ Stock
Market, or any similar system or automated dissemination of
quotations of securities prices in common use, so long as the
Executive does not control, acquire a controlling interest in or
become a member of a group which exercises direct or indirect
control or, more than five percent (5%) of any class of capital
stock of such corporation.
(b) Nondisclosure. During the Term and for a two (2) year
period after the termination of the Term for any reason, the
Executive shall not at any time divulge, communicate, use to the
detriment of or for the benefit of any other person or persons, or
misuse in any way, any Confidential Information (as hereinafter
defined) pertaining to the business or the Employer. Any
Confidential Information or data now or hereafter acquired by the
Executive with respect to the business of the Employer (which shall
include, but not be limited to, information concerning the
Employer's financial condition, prospects, technology, customers,
suppliers, sources of leads and methods of doing business) shall be
deemed a valuable, special and unique asset of the Employer that is
received by the Executive in confidence and as a fiduciary, and
Executive shall remain a fiduciary to the Employer with respect to
all such information. For purposes of this Agreement, "Confidential
Information" means information disclosed to the Executive or known
by the Executive as a consequence of or through his employment by
the Employer (including information conceived, originated,
discovered or developed by the Executive) prior to or after the date
hereof, and not generally know, about the Employer or its or their
respective businesses. Notwithstanding the foregoing, nothing herein
shall be deemed to restrict the Executive from disclosing
Confidential Information that the Executive clearly
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demonstrates was or became generally available to the public other
than as a result of disclosure by the Executive.
(c) Nonsolicitation of Employees and Clients. During the Term
and for a one (1) year period after the termination of the Term for
any reason, the Executive shall not directly or indirectly, for
himself or for any other person, firm, corporation, partnership,
association or other entity, other than in connection with the
performance of Executive's duties under this Agreement, (i) solicit
for employment or attempt to employ or enter into any contractual
arrangement with any employee or former employee or independent
contractor of Employer, unless such employee or former employee or
former independent contractor, has not been employed by Employer for
a period in excess of six (6) months, (ii) call on or solicit any of
the operating units of the clients doing business with Employer as
of the termination of the Term for any reason on behalf of any
person or entity in connection with any business competitive with
the business of Employer, and/or (iii) make known the names and
addresses of such customers (unless the Executive can clearly
demonstrate that such information was or became generally available
to the public other than as a result of a disclosure by the
Executive.
(d) Ownership of Developments. All copyrights, patents, trade
secrets, or other intellectual property rights associated with any
ideas, concepts, techniques, inventions, processes, or works of
authorship developed or created by Executive during the course of
performing work for Employer or its customers (collectively, the
"Work Product") shall belong exclusively to Employer and shall, to
the extent possible, be considered a work made by the Executive for
hire for Employer within the meaning of Title 17 of the United
States Code. To the extent the Work Product may not be considered
work made by the Executive for hire for Employer, the Executive
agrees to assign, and automatically assign at the time of creation
of the Work Product, without
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any requirement of further consideration, any right, title, or
interest that Executive may have in such Work Product. Upon the
request of Employer, the Executive shall take such further actions,
including execution and delivery of instruments of conveyance, as
may be appropriate to give full and proper effect to such
assignment.
(e) Books and Records. All books, records, and accounts
relating in any manner to the customers of Employer, whether
prepared by the Executive or otherwise coming into the Executive's
possession, shall be the exclusive property of Employer and shall be
returned immediately to Employer on termination of the Executive's
employment hereunder or on Employer's request at any time.
(f) Acknowledgment by Executive. The Executive acknowledges
and confirms that (i) the restrictive covenants contained in this
Section 6(f) are reasonably necessary to protect the legitimate
business interest of Employer including the legitimate interests of
the Employer, and (ii) the restrictions contained in this Section
6(f) (including without limitation the length of the term of the
provisions of this Section 6(f) are not over broad, over long, or
unfair and are not the result of overreaching, duress or coercion of
any kind. The Executive further acknowledges and confirms that his
full, uninhibited and faithful observance of each of the covenants
contained in this Section 6(f) will not cause him any undue
hardship, financial or otherwise, and that enforcement of each of
the covenants contained herein will not impair his ability to obtain
employment commensurate with his abilities and on terms fully
acceptable to him or otherwise to obtain income required for the
comfortable support of him and his family and the satisfaction of
the needs of his creditors. The Executive acknowledges and confirms
that his special knowledge of the business of the Employer is such
as would cause Employer serious injury or loss if he were to use
such ability and knowledge to the benefit of a competitor or were to
compete with the Employer in violation of the terms of this Section
6(f). The Executive
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further acknowledges that the restrictions contained in this Section
6 are intended to be, and shall be, for the benefit of and shall be
enforceable by, Employer's successors and assigns.
(g) Reformation by Court. In the event that a court of
competent jurisdiction shall determine that any provision of this
Section 6 is invalid or more restrictive than permitted under the
governing law of such jurisdiction, then only as to enforcement of
this Section 6 within the jurisdiction of such court, such provision
shall be interpreted and enforced as if it provided for the maximum
restriction permitted under such governing law.
(h) Extension of Time. If the Executive shall be in violation
of any provision of this Section 6 then each time limitation set
forth in this Section 6 shall be extended for a period of time equal
to the period of time during which such violation or violations
occur. If Employer seeks injunctive relief from such violation in
any court, then the covenants set forth in this Section 6 shall be
extended for a period of time equal to the pendency of such
proceeding including all appeals by the Executive.
(i) Survival. The provisions of this Section 6 shall survive
the termination of this Agreement, as applicable.
7. Disability.
If during the Term Executive is unable to perform his services by
reason of illness or incapacity, for a period of sixty (60)
consecutive days or three (3) months out of any six (6) month
period. Employer may, at its option, upon written notice to
Executive, terminate the Term and his employment hereunder. In the
event of disability of the Executive as defined in this Section 7,
employer shall continue to pay seventy-five percent (75%) of
Executive's then current salary and benefits for the lesser of one
(1) year or the remainder of the Term.
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8. Termination for Cause.
(a) Employer shall have the right to terminate the Term and
the Executive's employment hereunder for Cause (as defined below).
Upon any termination pursuant to this Section 8, Employer shall pay
to the Executive any unpaid Annual Base Salary through the effective
date of termination specified in such notice. Employer shall have no
further liability hereunder (other than for reimbursement for
reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 5(a)).
(b) For purposes hereof, the term "Cause" shall mean the
Executive's conviction of a felony, the Executive's personal
dishonesty directly affecting the Employer, willful misconduct
(which shall require prior written notice to the Executive from the
President unless not curable or such misconduct is materially
injurious to Employer), breach of a fiduciary duty involving
personal profit to the Executive or intentional failure to
substantially perform his duties after written notice to the
Executive from the President (and a reasonable opportunity to cure
such failure) that, in the reasonable judgment of the President, the
Executive has failed to perform specific duties.
9. Termination Without Cause.
(a) At any time Employer shall have the right to terminate the
Term and the Executive's employment hereunder by written notice to
the Executive. Any demotion resulting in a material adverse change
in the duties, responsibilities or role, or reporting relationships
of the Employee or movement of the Company's offices (as set forth
in the first paragraph of this Agreement) in excess of seventy-five
(75) miles shall be treated as a termination without cause of the
Executive. If the Executive is a licensed professional, e.g.,
Certified Public Accountant or attorney-at-law, then any situation
where the Executive is asked to take, certify or sanction any course
of action which such licensed professional Executive is
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prohibited from doing by his/her profession's rules, regulations, or
code of ethics and such action or refusal to take such action in any
way leads to the Executive's termination or resignation, then such
termination shall be treated as a Termination Without Cause or
Termination for Good Reason as defined herein.
Upon any termination pursuant to this Section 9 (that is not a
termination under any of Sections 7, 8, or 10), Employer shall
continue to pay (through Employer's regularly scheduled payroll) to
the Executive (A) the Annual Base Salary at the date of termination
for the one (1) year and (B) pay (within forty-five (45) days of the
last day of employment) any earned Performance Bonus prorated as of
the date of termination. Employer shall also continue to pay the
premiums for the same or substantially similar Welfare Benefits and
the Executive shall be entitled to the other benefits set forth in
Section 5(b), (d) and (e) for the remainder of the Term. In the
event such entitlement is not allowed by law, the Executive shall be
entitled to the cash equivalent of that benefit.
(b) The Options and any previously granted or subsequently
granted stock options shall immediately vest upon a Termination
without Cause and shall be exerciseable and may be sold by Executive
subject to no restrictions by Employer (other than those imposed by
the Employer's then current insider trading policy or by federal and
state securities laws).
(c) The Employer shall have no further liability hereunder
(other than for reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however, to the
provisions of Section 5(a)). The Executive shall be entitled to
receive all severance payments and benefits hereunder regardless of
any future employment undertaken by the Executive.
10. Termination by Executive.
(a) The Executive shall at all times have the right upon
thirty (30) days prior written notice to Employer, to terminate the
Term and his
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employment hereunder.
(b) Upon any termination pursuant to this Section 10 by the
Executive without Good Reason (as defined below), Employer shall pay
to the Executive any unpaid Annual Base Salary through the effective
date of termination specified in such notice. Employer shall have no
further liability hereunder (other than for reimbursement for
reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 5(a)).
(c) Upon any termination pursuant to this Section 10 by the
Executive for Good Reason, Employer shall pay to the Executive the
same amounts that would have been payable by Employer to the
Executive under Section 9 of this Agreement as if the Executive's
employment had been terminated by Employer without Cause. Employer
shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the
date of termination, subject, however, to the provisions of Section
5(a)).
(d) For purposes of this Agreement, "Good Reason" shall mean:
(i) the assignment to the Executive of any duties
inconsistent in any material respect with the Executive's position
(including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section 3
of this Agreement, or any other action by Employer which results in
a material diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and
which is remedied by Employer promptly after receipt of notice
thereof given by the Executive.
(ii) any failure by Employer to comply with any of the
material provisions of Section 4 of this Agreement, other than an
isolated, insubstantial and inadvertent failure not occurring in bad
faith and which is remedied by Employer promptly after receipt of
notice thereof given by
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the Executive; or
(iii) in the event that (A) a Change in Control (as
defined in Section 4 hereof) in Employer shall occur during the Term
and (B) prior to the earlier of the expiration of the Term and six
(6) months after the date of the Change in Control, the Term and
Executive's employment with Employer is terminated by Employer, or
new employer as the case may be, without Cause, as defined in
Section 9(b) (and other than pursuant to Section 7 by reason of the
Executive's death or the Executive's disability) or the Executive
terminates the Term and his employment for Good Reason, as defined
in Section 11(d)(i) or (ii) or because of the relocation of the
Executive to another location more than 75 miles from the corporate
headquarters without his consent.
11. Waivers.
It is understood that either party may waive the strict performance
of any covenant or agreement made herein; however, any waiver made
by a party hereto must be duly made in writing in order to be
considered a waiver, and the waiver of one covenant or agreement
shall not be considered a waiver of any other covenant or agreement
unless specifically in writing as aforementioned.
12. Savings Provisions.
The invalidity, in whole or in part, of any covenant or restriction,
or any section, subsection, sentence, clause, phrase or word, or
other provisions of this Agreement, as the same may be amended from
time to time shall not affect the validity of the remaining portions
thereof.
13. Governing Law.
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This Agreement shall be construed in accordance with and governed by
the laws of the State of Connecticut without giving effect to its
choice of law provision.
14. Notices.
If either party desires to give notice to the other in connection
with any of the terms and provisions of this Agreement, said notice
must be in writing and shall be deemed given when (a) delivered by
hand (with written confirmation of receipt); (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested, or (c) when
received by the addresses, if sent by a nationally recognized
overnight delivery service) receipt requested), in each case
addressed to the party for whom it is intended as follows (or such
other addresses as either party may designate by notice to the other
party, at the Parent Employer's or Employer's then principal
executive offices):
If to Employer: enherent Corp.
12300 Ford Rd., Suite 450
Dallas, TX 75234
Attention: President
If to Executive: At the most recent home address of
Executive on the official records of
Employer.
15. Default.
In the event either party defaults in the performance of its
obligations under this Agreement, the non-defaulting party may,
after giving 30 days' notice to the defaulting party to provide a
reasonable opportunity to cure such default, proceed to protect its
rights by suit in equity, action or law,
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or, where specifically provided for herein, by arbitration, to
enforce performance under this Agreement or to recover damages for
breach thereof, including all costs and attorneys' fees, whether
settled out of court, arbitrated, or tried (at both trial and
appellate levels).
16. No Third Party Beneficiary.
Nothing expressed or implied in this Agreement is intended, or shall
be construed, to confer upon or give any person other than Employer,
the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and assigns, any
rights or remedies under or by reason of this Agreement.
17. Waiver of Jury Trial.
All parties knowingly waive their rights to request a trial by jury
in any litigation in any court of law, tribunal or legal proceeding
involving the parties hereto or any disputes arising out of or
related to this Agreement. Any controversy of claim arising out of
this Agreement, its enforcement or interpretation, or alleged breach
default or misrepresentation in connection with any of its
provisions, shall be submitted to binding arbitration before
JAMS-Endispute in accordance with its rules and procedures for
arbitration of employment disputes. The costs of arbitration,
including but not limited to, the filing fees, shall be paid for by
the Employer. The Employer shall also be responsible for payment of
its own attorneys' fees and shall pay the attorney's fees of the
Employee up to a maximum of twenty-five thousand dollars
($25,000.00).
18. Successors.
This Agreement shall inure to the benefit of and be binding upon the
Executive and the Executive's assigns, heirs, representatives or
estate.
19. Indemnification.
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In the event of a lawsuit, such as but not limited to a shareholder
suit, after Executive's departure from the Employer, or termination
of this Agreement for Cause or Termination without Cause, the
Employer shall reimburse, the Executive from all reasonable travel
costs and out-of-pocket expenses incurred by Executive in assisting
in the defense of such post-employment suit. In addition, the
Employer shall to the fullest extent allowed under its Amended and
Restated Certificate of Incorporation and to the fullest extent
permitted by law indemnify, defend and hold harmless Executive form
any reasonable legal fees incurred in Executive's assistance in the
defense of or damages awarded against Executive from such
post-employment lawsuit.
20. Press Releases.
The executive will be given the opportunity to review and comment
upon any press release announcing his departure from the Employer.
Employer shall not be obligated to withdraw or revise such press
release as a result of the Executive's comments.
IN WITNESS WHEREOF, by its appropriate officer, signed this
Agreement and Executive has signed this Agreement, as or the day and year
first above written.
AGREED TO BY: AGREED TO BY:
Executive Gerry Roszak enherent Corp.
By: /s/ Gerry Roszak By: /s/ Dan S. Woodward
---------------- -------------------
Title: CEO & President
Date: October 26, 2000 Date: October 30, 2000