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EXHIBIT 10.14
EMPLOYMENT AND NONCOMPETITION AGREEMENT
THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (this "Agreement") is
made as of this 28th day of June, 1996 by and between The L.P. Baier Company, a
Virginia corporation ("Employer"), and Rick Snyder ("Executive").
RECITALS
WHEREAS, ABR Information Services, Inc., a Florida corporation
("ABR"), is this day acquiring all of the outstanding common stock of Employer
for substantial consideration (the "Stock Exchange") pursuant to the terms and
conditions of an Agreement and Plan of Reorganization by and among ABR,
Employer, Executive and certain other parties (the "Acquisition Agreement");
WHEREAS, Executive is participating in the Stock Exchange by
exchanging all of Executive's shares of Employer's common stock to ABR for a
certain number of shares of ABR common stock;
WHEREAS, ABR intends to maintain Employer as a wholly-owned subsidiary
corporation;
WHEREAS, the Executive has been employed by Employer as an executive
officer, most recently as the President of Employer, and possesses an intimate
knowledge of the business and affairs of Employer, its policies, operations,
methods, procedures, personnel and customers (collectively, "Employer's
Business");
WHEREAS, ABR and Employer recognize that Executive's contribution as
an executive of Employer has been substantial and desire to assure Executive's
continued employment with Employer;
WHEREAS, because of, among other matters, Executive's intimate
knowledge of Employer's Business and Executive's reputation and relationships
with, among others, customers, suppliers, employees and other agents of
Employer, Employer recognizes the detrimental effect on Employer's Business
which will result if Executive were to enter into competition with Employer
within a reasonable period after the date hereof;
WHEREAS, it is a condition to ABR's obligation to acquire all of the
outstanding common stock of Employer, and to Executive's obligation to transfer
all of such common stock owned by Executive, under the Acquisition Agreement
that Executive enter into this Agreement;
WHEREAS, the parties acknowledge that each other is reasonably relying
upon the execution of this Agreement and intend that each other so rely in
connection with the Stock Exchange; and
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WHEREAS, Employer desires to hire Executive on an exclusive basis, and
Executive desires to be so hired by Employer, all in accordance with the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the covenants and agreements of
the parties herein contained, and as an inducement to ABR the acquire the
outstanding common stock of Employer (including those shares owned by
Executive), the parties hereto, intending to be legally bound hereby, agree as
follows:
1. EMPLOYMENT AND DUTIES. Employer hereby agrees to employ
Executive as the President of Employer on the terms and conditions set forth
herein, and Executive hereby agrees to remain in the employ of Employer on such
terms and conditions. Executive shall serve as a director or in such
additional offices of Employer or any of its affiliates to which Executive may
be duly appointed or elected. Executive shall perform such duties as shall be
assigned to him from time to time by, and Executive shall report directly to,
the Board of Directors of Employer or by the Chairman of the Board of Directors
of Employer, who is intended to be Mr. James MacDougald after the consummation
of the Stock Exchange. Executive agrees to devote his full business time and
effort on an exclusive basis to the diligent and faithful performance of such
duties. Notwithstanding the foregoing, Executive shall not violate the
provisions of this Section 1 by serving as a member of the board of directors
of Electronic Transmission Corporation. Executive shall perform his duties for
Employer from Employer's offices located within 30 miles of Employer's current
location except for periodic travel that may be necessary in connection with
the performance of Executive's duties hereunder. Executive acknowledges that
under the applicable federal securities laws and regulations of the Securities
and Exchange Commission ("SEC"), the Executive may be deemed to be an
"executive officer" of ABR. During the Executive's employment by Employer,
Executive agrees to comply with the SEC regulations applicable to executive
officers of ABR, and to cooperate with ABR with respect to any disclosure or
other requirements of such laws and SEC regulations.
2. TERM. The term of Executive's employment hereunder shall
commence on the date hereof and shall continue until the third anniversary of
the date hereof, unless earlier terminated in accordance with the terms hereof
(the "Term"). After the expiration of the Term, the Executive's employment by
Employer shall continue and be subject to termination pursuant to the terms of
this Agreement.
3. COMPENSATION. As compensation for his performance of services
as an employee and executive officer of Employer hereunder, Executive shall
during the Term receive an annual salary at the rate of One Hundred Ten
Thousand Dollars ($110,000) payable, as nearly as practicable, in equal
semimonthly installments (less applicable taxes, deductions and withholding)
payable by Employer. In addition to annual salary compensation, Executive
shall be entitled to receive bonus compensation to the extent (i) bonus
compensation is made generally available by Employer to its officers and (ii)
Executive meets any performance criteria established as a prerequisite to the
payment of bonus compensation. After the Term, Executive's compensation
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shall be as agreed between Employer and Executive. Executive shall not be
entitled to receive any compensation or other benefits in addition to those
expressly provided for in this Agreement.
4. OTHER BENEFITS AND EXPENSES. Executive shall be entitled to
paid vacation in accordance with the existing vacation policies and practices
of Employer with respect to Executive. Executive shall be eligible to
participate in such employee benefits plans, if any, which Employer may from
time to time make generally available to its officers, and such employee
benefits plans and other benefits which ABR makes generally available to the
executive officers of its subsidiaries. Employer shall reimburse Executive for
all expenses reasonably incurred by Executive on behalf of Employer or in
fulfilling his obligations hereunder, subject to the receipt of verifying
documentation acceptable to Employer in accordance with Employer's policies
regarding the reimbursement of employee business expenses.
5. CONFIDENTIAL INFORMATION--INVENTIONS.
(a) Executive has acquired and will acquire
information and knowledge respecting the intimate and confidential
affairs of Employer in the various phases of Employer's Business,
including, without limitation, confidential information with respect
to finances, customer lists, operations, processes, apparatus,
equipment, packaging, services, marketing and distribution methods.
Accordingly, and provided that a material breach of the terms and
conditions of this Agreement by Employer is not continuing, Executive
agrees that he shall not, during the period of his employment with
Employer or thereafter, use for his own benefit any such confidential
information acquired during the term of his employment with Employer
(whether or not such employment is or was pursuant to this Agreement).
Further, during the period of his employment and thereafter, Executive
shall not, without the written consent of the Board of Directors of
Employer or a person duly authorized thereby, disclose to any person,
other than an employee of Employer or a person to whom disclosure is
reasonably necessary or appropriate in connection with the performance
by the Executive of his duties hereunder, any confidential information
obtained by him while in the employ of Employer (whether or not such
employment is or was pursuant to this Agreement).
(b) Executive agrees that all memoranda, notes,
records, papers or other documents and all copies thereof relating to
Employer's Business (some of which may be prepared by him) and all
objects associated therewith (such as models and samples) in any way
obtained by him shall at all times be and remain the property of
Employer. Executive shall not, except for Employer's use, copy or
duplicate any of the aforementioned documents or objects, nor remove
them from Employer's facilities, nor use any information concerning
them except for Employer's benefit, either during his employment or
thereafter. Executive agrees that he will deliver the original and all
copies of all of the aforementioned documents and objects, if any,
that may be in his possession to Employer on termination of his
employment, or at any other time on Employer's request.
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(c) Executive agrees to disclose to Employer and
to assign to Employer all of Executive's rights in any designs,
discoveries, improvements and ideas, whether or not patentable,
including, without limitation, novel or improved products, processes,
promotional and advertising materials, business data processing
programs and systems, and other marketing and sales techniques, which
relate or result from (i) Employer's Business, (ii) Executive's actual
or demonstrably anticipated research or development, or (iii) any work
performed by Executive for Employer (hereinafter collectively
"Inventions"), conceived or reduced to practice at any time during
Executive's employment by Employer (whether or not such employment is
or was pursuant to this Agreement) either solely or jointly with
others and whether or not developed on Executive's own time or with
the resources of Employer. Executive agrees that Inventions first
reduced to practice within six (6) months after termination of
Executive's employment by Employer (whether or not such employment is
or was pursuant to this Agreement) shall be presumed to have been
conceived during such employment. Further, Executive disclaims and
will not assert any rights in Inventions as having been made,
conceived or acquired prior to employment by Employer.
(d) As used in this Section 5, Employer shall be
deemed to include each and every corporation or other entity which is
or may become a parent, subsidiary or otherwise an affiliate of
Employer during the term hereof, including ABR.
6. NO COMPETITION.
(a) Provided that a material breach of the terms
and conditions of this Agreement by Employer is not continuing,
Executive agrees that during his employment by Employer, the
provisions regarding noncompetition set forth in Section 5 of the
Acquisition Agreement (the "Noncompetition Provisions") are hereby
incorporated herein by reference; provided, however, that for this
purpose all references therein to the "Shareholders" shall be
construed to mean Executive (it being understood that the intent of
this provision is that the Noncompetition Provisions shall be
incorporated herein only insofar as such provisions apply to
Executive).
(b) Executive acknowledges and agrees that the
Noncompetition Provisions may require Executive to comply with such
provisions for a period of time that is greater than the requirement
set forth in this Section 6, and Executive hereby reaffirms his
obligations to Employer and ABR under the Acquisition Agreement.
(c) Executive further covenants and agrees that
during his employment with Employer he shall not make preparations to
engage in any activity which would be prohibited by the covenants
contained in this Section 6.
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7. TERMINATION OF EMPLOYMENT.
(a) TERMINATION DURING THE TERM. Executive's
employment shall terminate, or be subject to termination, prior to the
expiration of the Term specified in Section 2 hereof, as follows:
(i) DEATH. Executive's employment hereunder
shall terminate upon his death.
(ii) DISABILITY. In the event Executive becomes
ill or injured so as to become unable, for a period of more
than four (4) consecutive months or for more than 120 days
within any six (6) month period, to perform his duties
hereunder on substantially a full-time basis, Employer may, at
its option, terminate Executive's employment hereunder upon
not less than ten (10) days prior written notice.
(iii) CAUSE. Employer may, at any time, terminate
Executive's employment hereunder for cause. For the purposes
of this Agreement, Employer shall have "cause" to terminate
Executive's employment hereunder upon:
(A) theft or embezzlement of Employer's
funds;
(B) conviction of (or guilty or no
contest plea with respect to) any felony;
(C) intentional violation of any express
written direction or any written rule or regulation
established by the Board and provided to Executive
that is consistent with the terms of this Agreement
and is otherwise reasonable, provided such violation
is likely to adversely affect Employer and has not
been substantially cured by Executive within thirty
(30) days of receiving written notice of such
violation by Employer; or
(D) abuse of alcohol or other drugs that
materially interferes with the performance by
Executive of his duties.
(b) TERMINATION AFTER THE TERM. Executive's
employment shall terminate, or be subject to termination, after the
expiration of the Term specified in Section 2 hereof, as follows: (i)
upon the occurrence of any of the events specified in Section 7(a)
above; or (ii) at the discretion of Employer or Executive, without
cause and without the requirement of any reason or justification, upon
not less than ninety (90) days prior written notice to the other party.
(c) CESSATION OF SALARY AND BENEFITS AFTER
TERMINATION. In the event of the termination of Executive's employment
as provided in Section 7(a) or (b), all payments of salary and benefits
under Section 3 hereof, and the reimbursement of expenses under
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hereof, shall cease at the time of termination, and Executive shall not
be entitled to receive any compensation or payment on account of such
termination.
(d) TERMINATION BY EXECUTIVE FOR GOOD REASON.
Executive may terminate Executive's employment hereunder for Good
Reason. For purposes of this Agreement, "Good Reason" shall mean,
without Executive's written consent, the occurrence of any of the
following circumstances: (i) any material diminution in Executive's
position, duties, responsibilities or authority (except during periods
when Executive is unable to perform all or substantially all of
Executive's duties or responsibilities on account of Executive's
illness (either physical or mental) or other incapacity), or (ii) any
other material breach by Employer or ABR of this Agreement, the
Acquisition Agreement or that certain Registration Rights Agreement
dated as of the date hereof between the former shareholders of LP Baier
and ABR (the "Registration Rights Agreement"). A termination of
Executive's employment pursuant to this Section 7(d) shall be effective
on the date specified in the notice from Executive to Employer
exercising Executive's right to terminate his employment hereunder for
Good Reason, but in no event less than ten (10) days nor more than
sixty (60) days from the date such notice is given. Within five (5)
business days following any such termination, Employer shall make a
lump sum payment to Executive in an amount equal to the amount of
salary and benefits under Section 3 hereof that would otherwise be
payable to Executive through the expiration of the Term, less
applicable taxes, deductions and withholding.
8. NOTICES. All notices, requests, demands and other
communications hereunder shall be given in writing and shall be: (a)
personally delivered; or (b) sent to the parties at their respective addresses
indicated herein by registered or certified U.S. mail, return receipt requested
and postage prepaid, or by private overnight mail courier service. The
respective addresses to be used for all such notices, demands or requests are
as follows:
If to Employer: The L.P. Baier
3955 Pender Drive
Fairfax, VA 22030
Attn: Board of Directors
and
ABR Information Services, Inc.
34125 U.S. Highway 19, North
Palm Harbor, FL 34684-2116
Attention: Mr. Vincent Addonisio,
Senior Vice President and
Chief Financial Officer
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With a copy to: Foley & Lardner
100 North Tampa Street
Suite 2700
Tampa, Florida 33602
Attn: Kenneth J. Meister, Esq.
If to Executive: Rick Snyder
13225 Coral Berry Drive
Fairfax, VA 22033
With a copy to: Arter & Hadden
1801 K Street NW
4th Floor
Washington, DC 2006
Attn: Laurence E. Bensignor, Esq.
or to such other address as either party may have furnished to the other in
writing in accordance herewith, with any notice of change of address effective
only upon receipt.
9. MISCELLANEOUS.
(a) No provisions of this Agreement may be
amended unless such amendment, modification or discharge is agreed to
in writing signed by the parties hereto.
(b) No waiver by any party hereto of any breach
of, or compliance with, any condition or provision of this Agreement
by the other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent
time. No such waiver shall be enforceable unless expressed in a
written instrument executed by the party against whom enforcement is
sought.
(c) This Agreement, the Acquisition Agreement and
the Registration Rights Agreement constitute the only agreements of
the parties on the subject matter hereof and no agreements or
representations, oral or otherwise, expressed or implied, with respect
to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement, the Acquisition Agreement
or the Registration Rights Agreement.
(d) If a court of competent jurisdiction should
decide that any of the provisions of this Agreement are not
enforceable, in whole or in part, the parties declare it is their
intention that such unenforceable provisions be deemed reformed so
that they apply only to the maximum extent to which they can be
enforced. Executive acknowledges that his violation, or threatened
violation, of the provisions of Section 5 or 6 would cause Employer
irreparable injury and, in addition to any other remedies to which
Employer may be entitled, Employer shall be entitled to injunctive
relief.
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(e) This Agreement shall be binding upon and
inure to the benefit of Employer, its successors and assigns, and
Executive and his heirs, executors, administrators and legal
representatives.
(f) The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the
State of Virginia, notwithstanding its conflicts of law principles.
(g) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
Employer:
LP BAIER COMPANY
By: /s/ Vincent Addonisio
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Name: Vincent Addonisio
Title: Senior Vice President and
Chief Financial Officer
Executive:
/s/ Rick Snyder
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Rick Snyder
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