Exhibit 10.18
EMPLOYMENT AGREEMENT
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THIS AGREEMENT is entered into on September 1, 2000, by and between VIALOG
CORPORATION, a Massachusetts corporation (the "Company" or "VIALOG") and ROBERT
SAUR ("Mr. Saur").
FACTS
The Company desires to employ Mr. Saur as CHIEF INFORMATION OFFICER, with
the duties, responsibilities, rights and obligations set forth below, and Mr.
Saur desires to be so employed.
In Mr. Saur's capacity as Chief Information Officer, he will obtain access
to, and be in a position to adversely affect, the confidential information and
good will of VIALOG and its subsidiaries (VIALOG and the subsidiaries
collectively and each individually referred to as the "VIALOG Group").
AGREEMENT
In consideration of the foregoing and of the covenants and agreements set
forth in this Agreement, the Company and Mr. Saur agree, as follows:
1. Term. The term of this Agreement will commence as of October 18, 1999
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(the "Effective Date"), and will continue from year-to-year thereafter, unless
terminated in accordance with the provisions of Section 6 of this Agreement or
not renewed in accordance with the provisions of Section 7 of this Agreement
(the "Term").
2. Duties and Responsibilities.
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(a) The Company agrees to employ Mr. Saur, and Mr. Saur agrees to be
employed, as Chief Information Officer, and Mr. Saur will perform all of
the duties and responsibilities of said office, subject to direction by the
President and Chief Executive Officer of the Company. In addition, Mr. Saur
will perform such other specific tasks and
responsibilities, consistent with his position as Chief Information
Officer, as may be assigned to him from time to time by the President and
Chief Executive Officer and the Board of Directors of the Company.
(b) The Company will have the right to reassign Mr. Saur to such other
positions in the Company or within the VIALOG Group as the Company may
determine, so long as such other positions involve a substantially similar
level of compensation, authority and responsibility as the position of
Chief Information Officer. However, Mr. Saur will not be required to
locate outside the Greater Boston metropolitan area, without his consent.
(c) Mr. Saur will carry out his duties in a professional and competent
manner and will devote his full business time, labor, skill and best
efforts to carrying out his duties and responsibilities under this
Agreement. Mr. Saur shall not engage in any other business activity during
the term of this Agreement, except as may be approved by the Board of
Directors.
(d) Mr. Saur will travel to whatever extent may be reasonably necessary
in the conduct of the VIALOG Group's business and his duties and
responsibilities under this Agreement.
3. Compensation.
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(a) Subject to Mr. Saur's adherence to the responsibilities and
obligations under this Agreement, the Company agrees to pay Mr. Saur a base
compensation at the bi-weekly rate of Five Thousand Nine Hundred Sixty-One
and 54/100 Dollars ($5,961.54), less all lawful holdings and deductions,
which, if annualized, would equal One Hundred Fifty-Five Thousand Dollars
($155,000.00).
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(b) Mr. Saur will be eligible for such increases in base compensation and
to participate in the Company's annual bonus compensation program, with a
maximum potential annual pay-out of thirty percent (30%) of his base annual
salary, as determined by the Board of Directors.
4. Benefits, Vacation and Stock Options.
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(a) Mr. Saur will be eligible to participate in and/or receive such
health, dental and other group benefit plans and vacation as the Company
generally makes available to other employees on similar terms. The Company
reserves the right to change or amend benefits at any time without prior
notice.
(b) The Company will purchase a term life insurance policy in the amount
of One Million Dollars ($1,000,000.00) on Mr. Saur's behalf, and will pay
the annual premium on such policy during the term of this Agreement.
(c) Mr. Saur acknowledges that any and all benefits may be subject to
state and/or federal taxation.
5. Expense Reimbursement. Mr. Saur will be entitled to reimbursement for
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all reasonable and necessary business expenses properly incurred by him in
connection with the performance of his duties and responsibilities under this
Agreement, upon submission of documentation in accordance with such procedures
as the Company may establish from time to time.
6. Termination. The Company may terminate Mr. Saur's employment at any time
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during the Term for any reason, as follows:
(a) By the Company for Cause. The Company has the right to terminate Mr.
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Saur's employment immediately for "Cause." For purposes of this Agreement
only, the term "Cause" means: material breach of any provision of this
Agreement; misconduct; nonperformance of Mr. Saur's duties or
responsibilities; incompetence; inability to perform the essential
functions of the office of Chief Information Officer,
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with or without reasonable accommodation as defined by the Americans With
Disabilities Act ("ADA"); conviction of, or admission to, a felony or other
crime involving moral turpitude; any act involving theft, embezzlement or
fraud; or a material violation of any written policy of the Company. If Mr.
Saur's employment is terminated for Cause, the Company will only be
obligated to pay his base compensation through the date of such
termination, together with such other benefits or payments to which Mr.
Saur may be entitled (in the event of a Cause termination) by law or
pursuant to benefit plans of the Company then in effect. Mr. Saur will
remain bound by his obligations under Sections 8, 9 and 10 of this
Agreement.
(b) Death. In the event of Mr. Saur's death, the Company will pay to Mr.
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Saur's estate, designated beneficiary, or legal representative such base
compensation and provide such comparable group health insurance benefits as
Mr. Saur would have received (at such times as Mr. Saur would have received
them) for a period equal to six (6) months after the date of death,
together with such other benefits or payments to which Mr. Saur may be
entitled by law or pursuant to benefit plans of the Company then in effect.
For purposes of this Agreement, death shall terminate the Agreement.
(c) Resignation and Termination Other than for Cause or Death. The
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Company has the right to terminate Mr. Saur's employment other than for
cause or death, without prior notice. Mr. Saur may terminate his employment
upon thirty (30) days prior written notice to the Company. Mr. Saur will,
in any event, remain bound by his obligations under Sections 8, 9 and 10 of
this Agreement. If Mr. Saur's employment is terminated by Mr. Saur, he will
not be entitled to any severance payments. If Mr. Saur's employment is
terminated by the Company pursuant to this Section 6 (c), he will be
entitled to a severance payment equal to six (6) months pay at his then
current base rate of compensation, less all lawful withholdings and
deductions, such severance payment to be paid in accordance with the
regular pay periods of the Company.
7. Renewal. This Agreement shall automatically renew year after year upon
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the anniversary date of the Agreement, unless either party provides the other
with notice of its intent
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not to renew the Agreement no less than ninety (90) days prior to the
anniversary date of the Agreement.
8. Confidentiality. Mr. Saur will not at any time, without the Company's
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prior written consent, reveal or disclose to any person outside of the VIALOG
Group, except in pursuit of the VIALOG Group's business, or use for his own
benefit or the benefit of any other person or entity, any confidential or
proprietary information concerning the business or affairs of the VIALOG Group,
or concerning the customers, clients or employees of the VIALOG Group
("Confidential and Proprietary Information"). For purposes of this Agreement,
Confidential and Proprietary Information includes, but is not limited to:
financial information or plans; sales and marketing information or plans;
business or strategic plans; salary, bonus or other personnel information of any
type; information concerning methods of operation; proprietary systems or
software; legal or regulatory information; cost and pricing information or
policies; information concerning new or potential products or markets; models,
practices, procedures, strategies or related information; research and/or
analysis; and information concerning new or potential investors, customers, or
clients. Confidential and Proprietary Information does not include information
already available to the public through no act of Mr. Saur, nor does it include
salary, bonus or other personnel information specific to Mr. Saur.
Mr. Saur further understands and agrees that all Confidential and
Proprietary Information, however or whenever produced, will be the VIALOG
Group's sole property. Upon the termination of Mr. Saur's employment, Mr. Saur
will promptly deliver to the Company all copies of all documents, equipment,
property or materials of any type in Mr. Saur's possession, custody or control
that belong to the VIALOG Group, and/or that contain, in whole or in part, any
Confidential or Proprietary Information.
9. Inventions. During the Term of this Agreement, Mr. Saur will promptly
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disclose to the Company or any successor or assign, and grant to the Company and
its successors and assigns (without any separate remuneration or compensation
other than that received by Mr. Saur in the course of employment), Mr. Saur's
entire right, title and interest in and to any and all inventions, developments,
discoveries, models, or any other intellectual property of any type or
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nature whatsoever ("Intellectual Property") developed during the Term of this
Agreement, whether developed by Mr. Saur during or after business hours, or
alone or in connection with others, reasonably related to the business of the
Company, the Subsidiaries and their respective successors or assigns, determined
as such business is constituted at the time of the invention. Mr. Saur agrees,
at the Company's expense, to take all steps necessary or proper to vest title to
all such Intellectual Property in the Company, its affiliates, successors,
assigns, nominees or designees, and to cooperate fully and assist the VIALOG
Group in any litigation or other proceedings involving any such Intellectual
Property.
10. Restrictive Covenants. During the Restricted Period, as defined below,
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Mr. Saur will not, directly or indirectly, for his own account or for or on
behalf of any other person or entity, whether as an officer, director, employee,
partner, principal, joint venturer, consultant, investor, shareholder,
independent contractor or otherwise:
(a) engage in any business in competition with the then business of the
VIALOG Group, or in competition with any business that the VIALOG Group, to
Mr. Saur's knowledge, actively was planning to enter at the time of the
termination of Mr. Saur's employment;
(b) solicit or accept business in competition with the VIALOG Group
from any (i) clients of the VIALOG Group who were clients of the VIALOG
Group at the time of the termination of Mr. Saur's employment, or who were
clients during the two-year period preceding such termination, or (ii) any
prospective clients of the VIALOG Group who, within two (2) years prior to
such termination, had been solicited directly by Mr. Saur or where Mr. Saur
supervised or participated in such solicitation activities;
(c) hire or employ, or attempt to hire or employ, in any fashion
(whether as an employee, independent contractor or otherwise), any employee
or independent contractor of the VIALOG Group, or solicit or induce, or
attempt to solicit or induce, any of the VIALOG Group's employees,
consultants, clients, customers, vendors, suppliers, or independent
contractors to terminate their relationship with the VIALOG Group; or
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(d) speak or act in any manner that is intended to, or does in fact,
damage the goodwill or the business or reputation of the VIALOG Group.
For purposes of this Agreement, the Restricted Period will be a period
beginning on the Effective Date and ending on the later of two (2) years after
(i) this Agreement terminates, or (ii) the end of the Severance Period.
Mr. Saur may own not more than five percent (5%) of any class of securities
registered pursuant to the Securities Exchange Act of 1934, as amended, of any
corporation engaged in competition with the VIALOG Group, so long as Mr. Saur
does not otherwise (i) participate in the management or operation of any such
business, or (ii) violate any other provision of this Agreement.
Mr. Saur understands and agrees that, by virtue of his position with the
Company, he will have substantial access to and impact on the good will,
confidential and proprietary information and other legitimate business interests
of the VIALOG Group, and therefore will be in a position to have a substantial
adverse impact on the VIALOG Group's business interests should he engage in
business in competition with the VIALOG Group. Mr. Saur acknowledges that his
adherence to the restrictive covenants set forth in this Section is an important
and substantial part of the consideration that the Company is receiving under
this Agreement, and agrees that the restrictive covenants in this Section are
enforceable in all respects. Mr. Saur consents to the entry of injunctive
relief to enforce such covenants, in addition to such other relief to which the
Company may be entitled by law, and he shall pay reasonable attorney's fees
incurred by the Company to enforce this Section of the Agreement.
11. Specific Performance. Mr. Saur acknowledges that the VIALOG Group's
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remedy at law for breach of Sections 8, 9 and 10 of this Agreement would be
inadequate, and agrees that, for breach of such provisions, the VIALOG Group is
entitled to injunctive relief and to enforce its rights by an action for
specific performance.
12. Choice of Law. This Agreement, and all disputes arising under or
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related to it, will be governed by the law of the Commonwealth of Massachusetts.
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13. Choice of Forum. All disputes arising under or out of this Agreement
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will be brought in courts of competent jurisdiction located within the
Commonwealth of Massachusetts.
14. Assignment. This Agreement, and the rights and obligations of Mr. Saur
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and the Company, inures to the benefit of and is binding upon Mr. Saur, his
heirs and representatives, and upon the Company, the Subsidiaries and their
respective successors and assigns. This Agreement may not be assigned by Mr.
Saur. This Agreement may be assigned by the Company to any member of the VIALOG
Group.
15. Notices. All notices required by this Agreement will be in writing and
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will be deemed to have been duly delivered when delivered in person, or when
mailed by certified mail, return receipt requested, or nationally recognized
next day delivery service, as follows:
(a) If to Mr. Saur, to the address which appears below Mr. Saur's
signature to this Agreement; and
(b) If to the Company, to the following address:
William Beaton, Vice President, Human Resources
35 New England Business Center, Suite 160
Andover, MA 01810
or to such other address as a party specifies in writing given in accordance
with this Section.
16. Severability. If any one or more of the provisions of this Agreement is
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held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired. Moreover, if any one or more of the provisions contained in this
Agreement is held to be excessively broad as to duration, activity or subject,
such provision will be construed by limiting or reducing it so as to be
enforceable to the maximum extent compatible with applicable law.
17. Consultation with Counsel; No Representations. Mr. Saur acknowledges
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that he has had a full and complete opportunity to consult with counsel of his
own choosing concerning the terms, enforceability and implications of this
Agreement, and that the Company
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has made no representations or warranties to Mr. Saur concerning the terms,
enforceability or implications of this Agreement other than are as reflected in
this Agreement.
18. Completeness of Agreement. This Agreement contains all the terms and
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conditions agreed upon by the parties with reference to the subject matters
contained in this Agreement. No other agreement, oral or otherwise, will be
deemed to exist or to bind either of the parties to this Agreement. No
representative of any party to this Agreement had, or has, any authority to make
any representation or promise not contained in this Agreement, and each of the
parties to this Agreement acknowledges that such party has not executed this
Agreement in reliance upon any such representation or promise. This Agreement
cannot be modified, except by a written instrument signed by both parties.
EMPLOYEE VIALOG CORPORATION
/s/ Robert Saur By: /s/ Kim A. Mayyasi
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Robert Saur Kim A. Mayyasi
President and Chief Executive Officer
Address:
4 Mountain Home Road
Londonderry, NH 03053
Date: September 1, 2000 Date: September 21, 2000
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