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EXHIBIT 10.4
EMPLOYMENT AGREEMENT
This Agreement is made on the 12th day of March, 1999, by and between
Chicago Map Corporation, (hereinafter referred to as the "Corporation"), an
Illinois Corporation with a principal place of business in Lemont, Illinois, and
Paris Karahalios (hereafter referred to as "Karahalios"), a resident of Andover,
Massachusetts.
WHEREAS, the Corporation is engaged in the service of developing, marketing and
distributing computer mapping software programs;
WHEREAS, it is intended that Karahalios become an employee of the Corporation;
and
WHEREAS, the parties desire to define the relationship between Karahalios and
the Corporation.
1. EFFECTIVE DATE
The effective date of the employment relationship of the Corporation and
Karahalios shall be March 13, 1999.
2. SERVICES
2.1 As an employee of the Corporation, Karahalios agrees to devote substantially
his entire time and attention to service as a Senior Vice President of the
Corporation. He shall also serve on the Board of Directors of the Corporation,
without additional compensation.
2.2 The expenditure of reasonable amount of time for teaching, lecturing,
personal or outside business, shall not be deemed a breach of this Agreement,
provided such activities do not materially interfere with the services required
to be rendered to the Corporation hereunder.
2.3 Karahalios shall not, without the express prior written consent of the
Corporation, directly or indirectly, during the term of his employment
relationship, render services or engage in any activity competitive with and/or
adverse to the Corporation's business, whether alone, as a partner, or as an
officer, director, employee or shareholder (excluding the holding of the
securities of any corporation whose securities are publicly traded if such
securities owned by Karahalios do not exceed one percent (1%) in value of all of
the issued and outstanding securities of such corporation) of any other
corporation, or as a trustee, fiduciary or other representative of any other
activity.
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2.4 The making of passive and personal investments and the conduct of private
business affairs shall not be prohibited hereunder, provided the non-competitive
restrictions of the previous paragraph are not violated. The Corporation
acknowledges that Karahalios is also the President and principal shareholder of
TRIUS, Inc., a Massachusetts corporation, and acknowledges that said position
and Karahalios' participation in the business affairs of TRIUS, Inc. do not
currently present any conflicts of interest.
3. COMPENSATION
3.1 The Corporation agrees that commencing with March 13, 1999, Karahalios'
salary, as a Senior Vice President shall be $120,000.00 per year, paid in
twenty-four semi-monthly installments of $5,000.00 each.
3.2 The Corporation agrees that during the first five years of employment, and
that on each anniversary of such employment, beginning with twelve months
following the effective date of this Agreement, Karahalios will receive a three
percent (3%) increase on his then current salary. Following the completion of
the fifth year of employment, Karahalios will receive salary increases according
to the Corporation's then existing salary increase procedures.
3.3 The Corporation agrees to provide and Karahalios agrees to accept, the
conditions of a corporate stock options package. Both parties acknowledge that
the details of this package are not yet in place and have not been approved by
the Board of Directors of the Corporation as of the effective date of this
Agreement. Attachment A is a draft outline of the stock options package that
will be proposed to the Board of Directors and be voted upon within 60 days of
the date of this Agreement.
3.4 All compensation shall be subject to the customary withholding of taxes and
other deductions as required with respect to compensation paid by a corporation
to an employee.
4. VACATION
4.1 The Corporation agrees that in the first year of his employment, Karahalios
shall be entitled to three (3) weeks of vacation. Commencing with the second
year of employment, Karahalios shall be entitled to four (4) weeks of vacation
per year.
5. ATTENDANCE OF MEETINGS AND CONVENTIONS
5.1 Karahalios shall be entitled to attend meetings and conventions, that are to
the direct benefit of the Corporation, unless such attendance is specifically
prohibited by the Board of Directors.
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5.2 The monies to which Karahalios shall be entitled as a benefit for attendance
of meetings and conventions as aforesaid, shall be limited to reimbursement of
any reasonable expenses incurred during the meeting or the convention and any
other specific expenses expressly approved by the Board of Directors.
6. TERMINATION
6.1 The Employment Relationship between the Corporation and Karahalios shall be
terminated upon the happening of any of the following events:
a. Whenever the Corporation and Karahalios shall mutually agree to
termination in writing.
b. In the event of bankruptcy, receivership, dissolution, or cessation
of the Corporation.
c. Upon the death of Karahalios.
d. At the Corporation's option, if Karahalios shall suffer a total and
permanent disability. For purposes of this Agreement "total and
permanent disability" shall mean the inability of Karahalios to
reasonably perform his regular duties for a continuous period of
(12) months as a result of the same illness or injury.
e. At the Corporation's discretion, for no cause, with a 30-day
notification to Karahalios, in writing.
6.2 Upon termination in accordance with Section 6.1.d above, Karahalios shall be
entitled to receive the compensation that is described in the then existing
Corporation's termination procedures.
6.3 Upon termination in accordance with Sections 6.1.a or 6.1.b above,
Corporation agrees to pay Karahalios one half (1/2) of the compensation defined
in Section 3.1 for the remainder of the term of this Agreement.
6.4 Upon termination in accordance with Section 6.1.e, the Corporation agrees to
pay Karahalios the compensation defined in Section 3.1 for the remainder of the
term of this Agreement.
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7. CORPORATION'S AUTHORITY
7.1 Karahalios agrees to observe and comply with the by-laws of the Corporation
as adopted by its Board of Directors, in writing, respecting performance of his
duties and to carry and to perform orders, directions, and policies stated by
the Corporation to him, from time to time, either orally or in writing.
8. RECORDS
8.1 In the event of termination of this Employment Agreement, Karahalios shall
not be entitled to keep or preserve records as to any client, unless said client
shall specifically request or authorize such disposition of his records.
9. EXPENSES
9.1 During the period of his employment, Karahalios will be reimbursed for his
reasonable expenses in accordance with the general policy of the Corporation as
adopted by its Board of Directors, from time to time.
10. REIMBURSEMENT OF DISALLOWED COMPENSATION
10.1 In the event that any compensation paid to Karahalios shall, upon audit or
other examination of the income tax returns of the Corporation be determined not
to be allowable deductions from the gross income of the Corporation, and such
determinations shall be acceded to by the Corporation, or such determination
will be made final by the appropriate State or Federal taxing authority or a
final judgement of a court of competent jurisdiction, and no appeal shall be
taken therefrom, or the applicable period for filing notice of appeal shall have
expired, then in such event Karahalios shall reimburse the Corporation for the
amount of such disallowed compensation. Such reimbursement by Karahalios may not
be waived by the Corporation.
11. FRINGE BENEFITS
11.1 Fringe benefits which will be provided to Karahalios by the Corporation are
all benefits according to applicable policies of the Corporation, and include
the following:
a. Health Insurance
b. Group Term Life Insurance
c. Group Long Term Disability Insurance (Delay for 3 months)
d. 401(k) or Equivalent Retirement Plan (Delay for 3 months)
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12. COVENANT NOT TO COMPETE
12.1 For a period of one (1) year from the date of termination of employment
with the Corporation, Karahalios will not, within the State of Illinois, or the
Commonwealth of Massachusetts, directly or indirectly, own (excluding the
holding of the securities of any corporation whose securities are publicly
traded if such securities owned by Karahalios do not exceed one percent (1%) in
value of all of the issued and outstanding securities of such corporation),
manage, operate, join, control or participate in the ownership, management,
operation or control of; or be connected as a partner, consultant or otherwise,
with any profit or non-profit business or organization which directly competes
with the Corporation or any of its subsidiaries.
12.2 It is expressly understood and agreed that although the parties hereto
consider the restrictions contained herein reasonable as to the protected
business, time and geographic area, if the aforesaid restrictive covenant is
found by any court of competent jurisdiction to be unreasonable because it is
too broad in extent as to the protected business, time period or the designated
geographic area, or as to any of them, then and in that case the restrictions
herein contained shall nevertheless remain effective, but shall be considered to
have been amended as to such protected business, time or area, or any of them,
as the case may be, as may be considered to be reasonable by such court, and as
so amended shall be enforceable.
12.3 It is further expressly agreed that in the event of breach by Karahalios of
any of the covenants herein contained, although the Corporation's damage may be
substantial, the same may be extremely difficult to ascertain and money damages
may not afford an adequate remedy; therefore, in the event of breach, in
addition to such other remedies, which may be provided by law, the Corporation
shall have the right to specific performance of the covenants herein contained
by way of temporary and/or permanent injunctive relief.
13. TERM
13.1 The term of this Agreement shall be five (5) years, commencing on the
effective date of March 13, 1999 and shall terminate on March 12, 2004. This
Agreement shall be automatically renewed for succeeding terms of one (1) year,
unless it is terminated in accordance with the provisions of Article 6 hereof.
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14. INDEMNIFICATION
14.1 The Corporation will indemnify and hold Karahalios harmless with respect to
any liability, suits, causes of action or claims according to the
Indemnification provisions in the Corporate by-laws.
15. MISCELLANEOUS
15.1 This Agreement shall be governed by and construed under the laws of the
State of Illinois.
15.2 This Agreement is not assignable in whole or in part by either party
without the written consent of the other party.
15.3 This Agreement constitutes the entire agreement of the parties with respect
to the transaction contemplated hereby and supersedes all other agreements
between the parties, either written or oral, with respect to such transactions.
15.4 This Agreement may not be amended except by a writing signed by both
parties.
15.5 A waiver of any of the terms and conditions hereof shall not be construed
as a general waiver by the Corporation and the Corporation shall be free to
reinstate any such term or condition, with or without notice to Karahalios.
15.6 If any part, term or provision of this Agreement shall be held illegal,
unenforceable or in conflict with any law of a federal state, local or other
government having jurisdiction over this Agreement, the validity of the
remaining portions or provisions shall not be affected thereby.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
the duly authorized members of the Board of Directors and Karahalios has
hereunto set his hand and seal as of the date first above written.
For the Corporation: Employee:
/s/ Mike Barnett /s/ Paris Karahalios
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Mike Barnett, Secretary Paris Karahalios
/s/ Stanley Peskaitis
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Stanley Peskaitis, Treasurer
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