EXHIBIT 10.12
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of this 18thday of May, 1998, is
by and between WORKFLOW MANAGEMENT, INC., a Delaware corporation (the
"Company") and STEVE R. GIBSON ("Employee").
RECITALS
The Company desires to employ Employee and to have the benefit of
his skills and services, and Employee desires to be employed with the
Company, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, terms,
covenants and conditions set forth herein, and the performance of each, the
parties hereto, intending legally to be bound, hereby agree as follows:
AGREEMENTS
1. Employment; Term. The Company hereby employs Employee to perform
the duties described herein, and Employee hereby accepts employment with the
Company, for a term beginning on the date hereof and continuing for a period
of two (2) years (the "Initial Term"). The Initial Term shall be renewed for
additional periods of one (1) year each (the "Renewal Periods" and together
with the Initial Term, the "Term") unless the Company provides written notice
to Employee, or Employee provides written notice to the Company, in either
case no less than ninety (90) days prior to the expiration of the Initial
Term or of a Renewal Period, whichever is applicable, that such renewal will
not be made.
2. Position and Duties. The Company hereby employs Employee as Vice
President and Chief Financial Officer. As such, Employee shall have
responsibilities, duties and authority reasonably accorded to and expected of
a Vice President and the Chief Financial Officer of the Company and assigned
to Employee by the Board of Directors of the Company (the "Board"). Employee
will report directly to the President unless otherwise directed by the Board.
Employee hereby accepts this employment upon the terms and conditions herein
contained and agrees to devote substantially all of his professional time,
attention, and efforts to promote and further the business of the Company.
Employee shall faithfully adhere to, execute, and fulfill all policies
established by the Company.
3. Compensation. For all services rendered by Employee, the Company
shall compensate Employee as follows:
(a) Base Salary. The base salary payable to Employee shall be
$175,000 per year, payable on a regular basis in accordance with the
Company's standard payroll procedures,
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but not less often than monthly. On at least an annual basis, the Board will
review Employee's performance and may make increases to such base salary if,
in its sole discretion, any such increase is warranted.
(b) Incentive Bonus. During the Term, Employee shall be eligible
to receive an incentive bonus up to the amount, based upon the criteria, and
payable in such amount, at such times as are specified in Exhibit A attached
hereto. The manner of payment, and form of consideration, if any, shall be
determined by the Compensation Committee of the Board, in its sole and
absolute discretion, and such determination shall be binding and final. To
the extent that such bonus is to be determined in light of financial
performance during a specified fiscal period and this Agreement commences on
a date after the start of such fiscal period, any bonus payable in respect of
such fiscal period's results may be prorated. In addition, if the period of
Employee's employment hereunder expires before the end of a fiscal period,
and if Employee is eligible to receive a bonus at such time (such eligibility
being subject to the restrictions set forth in Section 6 below), any bonus
payable in respect of such fiscal period's results may be prorated.
(c) Perquisites, Benefits, and Other Compensation. During the
Term, Employee shall be entitled to receive such perquisites and benefits as
are customarily provided to the Company's executive officers, subject to such
changes, additions, or deletions as the Company may make from time to time,
as well as such other perquisites or benefits as may be specified from time
to time by the Board.
4. Expense Reimbursement. The Company shall reimburse Employee for
(or, at the Company's option, pay) all business travel and other
out-of-pocket expenses reasonably incurred by Employee in the performance of
his services hereunder during the Term. All reimbursable expenses shall be
appropriately documented in reasonable detail by Employee upon submission of
any request for reimbursement, and in a format and manner consistent with the
Company's expense reporting policy, as well as applicable federal and state
tax record keeping requirements. Employee shall also receive, during the Term
of this Agreement, $1,000 per month to assist him in relocating to the Palm
Beach, Florida and with the cost of housing in that area.
5. Place of Performance. Employee understands that the Company may
request that he relocate from his present residence to another geographic
location in order to more efficiently carry out his duties and
responsibilities under this Agreement or as part of a promotion or a change
in duties and responsibilities. In such event, the Company will provide
Employee with a relocation allowance, in an amount determined by the Company,
to assist Employee in covering the costs of moving himself, his immediate
family, and their personal property and effects. The total amount and type of
costs to be covered shall be determined by the Company, in light of
prevailing Company policy at the time.
6. Termination; Rights on Termination. Employee's employment may be
terminated in any one of the followings ways, prior to the expiration or
non-renewal of the Term:
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(a) Death. The death of Employee shall immediately terminate the
employment and Term, and no severance compensation shall be owed to
Employee's estate.
(b) Disability. If, as a result of incapacity due to physical or
mental illness or injury, Employee shall have been unable to perform the
material duties of his position on a full-time basis for a period of four
consecutive months, or for a total of four months in any six-month period,
then thirty (30) days after written notice to the Employee (which notice may
be given before or after the end of the aforementioned periods, but which
shall not be effective earlier than the last day of the applicable period),
the Company may terminate Employee's employment hereunder if Employee is
unable to resume his full-time duties at the conclusion of such notice
period. Subject to Section 6(f) below, if Employee's employment is terminated
as a result of Employee's disability, the Company shall continue to pay
Employee his base salary at the then-current rate for the lesser of (i) five
(5) months from the effective date of termination, or (ii) whatever time
period is remaining under the Term. Such payments shall be made in accordance
with the Company's regular payroll cycle.
(c) Termination by the Company "For Cause." The Company may
terminate Employee's employment hereunder ten (10) days after written notice
to Employee "for cause," which shall be: (i) Employee's material breach of
this Agreement, which breach is not cured within ten (10) days of receipt by
Employee of written notice from the Company specifying the breach; (ii)
Employee's gross negligence in the performance of his material duties
hereunder, intentional nonperformance or mis-performance of such duties, or
refusal to abide by or comply with the directives of the Board, his superior
officers, or the Company's policies and procedures, which actions continue
for a period of at least ten (10) days after receipt by Employee of written
notice of the need to cure or cease; (iii) Employee's willful dishonesty,
fraud, or misconduct with respect to the business or affairs of the Company,
and that in the reasonable judgment of the Company materially and adversely
affects the operations or reputation of the Company; (iv) Employee's
conviction of a felony or other crime involving moral turpitude; or (v)
Employee's abuse of alcohol or drugs (legal or illegal) that, in the
Company's reasonable judgment, substantially impairs Employee's ability to
perform his duties hereunder. In the event of a termination "for cause," as
enumerated above, Employee shall have no right to any severance compensation.
(d) Termination by the Company For Employee's Failure to
Relocate. The Company may terminate Employee's employment hereunder at any
time after Employee's failure or refusal to relocate to another geographic
location pursuant to a request of the Company in accordance with Section 5
hereof. In the event of any such termination by the Company, the Company
shall continue to pay Employee his base salary at the then current rate for
the lesser of (i) five (5) months from the effective date of termination, or
(ii) whatever time period is remaining under the Term. Such payments shall be
made in accordance with the Company's regular payroll cycle.
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(e) Without Cause.
(i) At any time after the commencement of employment, the
Company may, without cause, terminate Employee's employment, effective thirty
(30) days after written notice is provided to the Employee. Should Employee
be terminated by the Company without cause, Employee shall receive from the
Company the base salary at the rate then in effect for the longer of (i) five
(5) months from the date of termination, or (ii) whatever time period is
remaining under the Term. Such payments shall be made in accordance with the
Company's regular payroll cycle.
(ii) If Employee resigns or otherwise terminates his
employment for any reason, Employee shall receive no severance compensation.
(f) Payment Through Termination. Upon termination of Employee's
employment for any reason provided above, Employee shall be entitled to
receive all compensation earned and all benefits and reimbursements
(including payments for accrued vacation and sick leave, in each case in
accordance with applicable policies of the Company) due through the effective
date of termination. Additional compensation subsequent to termination, if
any, will be due and payable to Employee only to the extent and in the manner
expressly provided above in this Section 6. With respect to incentive bonus
compensation, Employee shall be entitled to receive any bonus declared but
not paid prior to termination. Notwithstanding the foregoing, in the event of
a termination by the Company under Section 6(b) or 6(e), Employee shall be
entitled to receive incentive bonus compensation through the end of the
Company's fiscal year in which termination occurs, calculated as if Employee
had remained employed by the Company through the end of such fiscal year, and
paid in such amounts, at such times, and in such forms as are determined
pursuant to Section 3(b) above and Exhibit A attached hereto. Except as
specified in the preceding two sentences, Employee shall not be entitled to
receive any incentive bonus compensation after the effective date of
termination of his employment. All other rights and obligations of the
Company and Employee under this Agreement shall cease as of the effective
date of termination, except that the Company's obligations under this Section
6(f) and Section 11 below and Employee's obligations under Sections 7, 8, 9
and 10 below shall survive such termination in accordance with their terms.
7. Restriction on Competition.
(a) During the Term and for such period after the Term that
Employee continues to be employed by the Company and/or any other entity
owned by or affiliated with the Company on an "at will" basis and,
thereafter, for a period equal to the longer of (x) one year, or (y) the
period during which Employee is receiving any severance pay or other
compensation from the Company in accordance with the terms of this Agreement,
Employee shall not, directly or indirectly, for himself or on behalf of or in
conjunction with any other person, company, partnership, corporation,
business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner,
officer, director, partner, shareholder, joint venturer, employee,
independent contractor, consultant,
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advisor, or sales representative, in any business selling any products or
services which were sold by the Company on the date of the termination of
Employee's employment, within 50 miles of any location where the Company both
has an office and conducts business on the date of the termination of Employee's
employment;
(ii) call upon any person who is, at that time, a sales,
supervisory, or management employee of the Company for the purpose or with
the intent of enticing such employee away from or out of the employ of the
Company;
(iii) call upon any person who or that is, at that time, or
has been, within one year prior to that time, a customer of the Company for
the purpose of soliciting or selling products or services in direct
competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor,
call upon any person who or that, during Employee's employment by the Company
was either called upon by the Company as a prospective acquisition candidate
with respect to which Employee had actual knowledge or was the subject of an
acquisition analysis conducted by the Company with respect to which Employee
had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit
Employee from acquiring as an investment not more than two percent (2%) of
the capital stock of a competing business, whose stock is traded on a
national securities exchange or through the automated quotation system of a
registered securities association.
(c) It is further agreed that, in the event that Employee shall
cease to be employed by the Company and enters into a business or pursues
other activities that, on the date of termination of Employee's employment,
are not in competition with the Company, Employee shall not be chargeable
with a violation of this Section 7 if the Company subsequently enters the
same (or a similar) competitive business or activity or commences competitive
operations within 50 miles of the Employee's new business or activities. In
addition, if Employee has no actual knowledge that his actions violate the
terms of this Section 7, Employee shall not be deemed to have breached the
restrictive covenants contained herein if, promptly after being notified by
the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall
mean Workflow Management, Inc., together with its subsidiaries and
affiliates. For the purposes of this Agreement, "affiliate" shall mean any
entity twenty-five percent or more of the stock of which is owned or
controlled, directly or indirectly, by the Company or any subsidiary of the
Company.
(e) The covenants in this Section 7 are severable and separate,
and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 7 relating
to the time period or geographic area of the restrictive covenants shall be
declared by a court of competent jurisdiction to exceed the maximum time
period or geographic area, as applicable, that such court deems reasonable
and enforceable, said
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time period or geographic area shall be deemed to be, and thereafter shall
become, the maximum time period or largest geographic area that such court
deems reasonable and enforceable and this Agreement shall automatically be
considered to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as
an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of such covenants; provided, that
upon the failure of the Company to make any payments required under this
Agreement, the Employee may, upon thirty (30) days' prior written notice to
the Company, waive his right to receive any additional compensation pursuant
to this Agreement and engage in any activity prohibited by the covenants of
this Section 7. It is specifically agreed that the period of one year stated
at the beginning of this Section 7, during which the agreements and covenants
of Employee made in this Section 7 shall be effective, shall be computed by
excluding from such computation any time during which Employee is in
violation of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be
reduced by law or court decision, then, notwithstanding the provisions of
Section 6 above, Employee shall be entitled to receive from the Company his
base salary at the rate in effect on the date of termination of Employee's
employment solely for the longer of (i) the time period during which the
provisions of this Section 7 shall be enforceable under the provisions of
such applicable law, or (ii) the time period during which Employee is not
engaging in any competitive activity, but in no event longer than the
applicable period provided in Section 6 above. This Section 7(g) shall be
construed and interpreted in light of the duration of the applicable
restrictive covenants.
(h) Employee has carefully read and considered the provisions of
this Section 7 and, having done so, agrees that the restrictive covenants in
this Section 7 impose a fair and reasonable restraint on Employee and are
reasonably required to protect the interests of the Company, and their
respective officers, directors, employees, and stockholders. It is further
agreed that the Company and Employee intend that such covenants be construed
and enforced in accordance with the changing activities, business, and
locations of the Company throughout the term of these covenants.
8. Confidential Information. Employee hereby agrees to hold in
strict confidence and not to disclose to any third party any of the valuable,
confidential, and proprietary business, financial, technical, economic,
sales, and/or other types of proprietary business information relating to the
Company (including all trade secrets), in whatever form, whether oral,
written, or electronic (collectively, the "Confidential Information"), to
which Employee has, or is given (or has had or been given), access as a
result of his employment by the Company. It is agreed that the Confidential
Information is confidential and proprietary to the Company because such
Confidential Information encompasses technical know-how, trade secrets, or
technical, financial, organizational, sales, or other valuable aspects of the
Company's business and trade, including, without limitation, technologies,
products, processes, plans, clients, personnel, operations, and business
activities. This restriction shall not apply to any Confidential Information
that (a)
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becomes known generally to the public through no fault of the Employee; (b)
is required by applicable law, legal process, or any order or mandate of a
court or other governmental authority to be disclosed; or (c) is reasonably
believed by Employee, based upon the advice of legal counsel, to be required
to be disclosed in defense of a lawsuit or other legal or administrative
action brought against Employee; provided, that in the case of clauses (b) or
(c), Employee shall give the Company reasonable advance written notice of the
Confidential Information intended to be disclosed and the reasons and
circumstances surrounding such disclosure, in order to permit the Company to
seek a protective order or other appropriate request for confidential
treatment of the applicable Confidential Information.
9. Inventions. Employee shall disclose promptly to the Company any
and all significant conceptions and ideas for inventions, improvements, and
valuable discoveries, whether patentable or not, that are conceived or made
by Employee, solely or jointly with another, during the period of employment
or within one year thereafter, and that are directly related to the business
or activities of the Company and that Employee conceives as a result of his
employment by the Company, regardless of whether or not such ideas,
inventions, or improvements qualify as "works for hire." Employee hereby
assigns and agrees to assign all his interests therein to the Company or its
nominee. Whenever requested to do so by the Company, Employee shall execute
any and all applications, assignments, or other instruments that the Company
shall deem necessary to apply for and obtain Letters Patent of the United
States or any foreign country or to otherwise protect the Company's interest
therein.
10. Return of Company Property. Promptly upon termination of
Employee's employment by the Company for any reason or no reason, Employee or
Employee's personal representative shall return to the Company (a) all
Confidential Information; (b) all other records, designs, patents, business
plans, financial statements, manuals, memoranda, lists, correspondence,
reports, records, charts, advertising materials, and other data or property
delivered to or compiled by Employee by or on behalf of the Company or its
representatives, vendors, or customers that pertain to the business of the
Company, whether in paper, electronic, or other form; and (c) all keys,
credit cards, vehicles, and other property of the Company. Employee shall not
retain or cause to be retained any copies of the foregoing. Employee hereby
agrees that all of the foregoing shall be and remain the property of the
Company, as the case may be, and be subject at all times to their discretion
and control.
11. Indemnification. In the event Employee is made a party to any
threatened or pending action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by the Company against
Employee, and excluding any action by Employee against the Company), by
reason of the fact that he is or was performing services under this Agreement
or as an officer or director of the Company, then, to the fullest extent
permitted by applicable law, the Company shall indemnify Employee against all
expenses (including reasonable attorneys' fees), judgments, fines, and
amounts paid in settlement, as actually and reasonably incurred by Employee
in connection therewith. Such indemnification shall continue as to Employee
even if he has ceased to be an employee, officer, or director of the Company
and shall inure to the benefit of his heirs and estate. The Company shall
advance to Employee all reasonable costs and expenses directly related to the
defense of such action, suit, or proceeding
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within twenty (20) days after written request therefore by Employee to the
Company, provided, that such request shall include a written undertaking by
Employee, in a form acceptable to the Company, to repay such advances if it
shall ultimately be determined that Employee is or was not entitled to be
indemnified by the Company against such costs and expenses. In the event that
both Employee and the Company are made a party to the same third-party
action, complaint, suit, or proceeding, the Company will engage competent
legal representation, and Employee agrees to use the same representation;
provided, that if counsel selected by the Company shall have a conflict of
interest that prevents such counsel from representing Employee, Employee may
engage separate counsel and the Company shall pay all reasonable attorneys'
fees of such separate counsel. The provisions of this Section 11 are in
addition to, and not in derogation of, the indemnification provisions of the
Company's By-laws. The foregoing indemnification also shall be applicable to
Employee in his capacity as an officer, director, or representative of any
subsidiary of the Company, or any other entity, but in each case only to the
extent that Employee is serving at the request of the Board.
12. No Prior Agreements. Employee hereby represents and warrants to
the Company that the execution of this Agreement by Employee, his employment
by the Company, and the performance of his duties hereunder will not violate
or be a breach of any agreement with a former employer, client, or any other
Person. Further, Employee agrees to indemnify and hold harmless the Company
and its officers, directors, and representatives for any claim, including,
but not limited to, reasonable attorneys' fees and expenses of investigation,
of any such third party that such third party may now have or may hereafter
come to have against the Company or such other persons, based upon or arising
out of any non-competition agreement, invention, secrecy, or other agreement
between Employee and such third party that was in existence as of the date of
this Agreement. To the extent that Employee had any oral or written
employment agreement or understanding with the Company, this Agreement shall
automatically supersede such agreement or understanding, and upon execution
of this Agreement by Employee and the Company, such prior agreement or
understanding automatically shall be deemed to have been terminated and shall
be null and void.
13. Assignment; Binding Effect. Employee understands that he has
been selected for employment by the Company on the basis of his personal
qualifications, experience, and skills. Employee agrees, therefore, that he
cannot assign all or any portion of his performance under this Agreement.
This Agreement may not be assigned or transferred by the Company without the
prior written consent of Employee. Subject to the preceding two sentences,
this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors, and assigns. Notwithstanding the foregoing, if
Employee accepts employment with a subsidiary or affiliate of the Company,
unless Employee and his new employer agree otherwise in writing, this
Agreement shall automatically be deemed to have been assigned to such new
employer (which shall thereafter be an additional or substitute beneficiary
of the covenants contained herein, as appropriate), with the consent of
Employee, such assignment shall be considered a condition of employment by
such new employer, and references to the "Company" in this Agreement shall be
deemed to refer to such new employer. If the Company is merged with or into
another entity and the successor company is engaged in substantially the same
business as the Company, such action shall not be
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considered to cause an assignment of this Agreement and the surviving or
successor entity shall become the beneficiary of this Agreement and all
references to the "Company" shall be deemed to refer to such surviving or
successor entity. No other person shall be a third-party beneficiary under
this Agreement.
14. Complete Agreement; Waiver; Amendment. This Agreement is not a
promise of future employment. Employee has no oral representations,
understandings, or agreements with the Company or any of its officers,
directors, or representatives covering the same subject matter as this
Agreement. This Agreement is the final, complete, and exclusive statement and
expression of the agreement between the Company and Employee with respect to
the subject matter hereof and thereof, and cannot be varied, contradicted, or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a
further writing signed by a duly authorized officer of the Company and
Employee, and no term of this Agreement may be waived except by a writing
signed by the party waiving the benefit of such term.
15. Notice. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:
To the Company: Workflow Management, Inc.
276 Park Avenue South
New York, NY 10010
Fax: (212) 529-4150
Attn: President
with a copy to: Gus J. James, II, Esq.
Kaufman & Canoles
P. O. Box 3037
Norfolk, VA 23514
Fax. (757) 624-3169
To Employee: Steve R. Gibson
1540 Pathway Drive
Carrboro, NC 27510
Fax: (919)-942-5935
Notice shall be deemed given and effective three days after the deposit in the
U.S. mail of a writing addressed as above and sent first class mail, certified
return receipt requested, or, if sent by express delivery, hand delivery, or
facsimile, when actually received. Either party may change the address for
notice by notice the other party of such change in accordance with this Section
15.
16. Severability; Headings. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall
be given to the intent manifested by the portion held
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invalid or inoperative. This severability provision shall be in addition to,
and not in place of, the provisions of Section 7(e) above. The paragraph
headings herein are for reference purposes only and are not intended in any
way to describe, interpret, define or limit the extent or intent of the
Agreement or of any part hereof.
17. Equitable Remedy. Because of the difficulty of measuring
economic losses to the Company as a result of a breach of the restrictive
covenants set forth in Sections 7, 8, 9 and 10, and because of the immediate
and irreparable damage that would be caused to the Company for which monetary
damages would not be a sufficient remedy, it is hereby agreed that in
addition to all other remedies that may be available to the Company at law or
in equity, the Company shall be entitled to specific performance and any
injunctive or other equitable relief as a remedy for any breach or threatened
breach of the aforementioned restrictive covenants.
18. Arbitration. Except for actions initiated by the Company to
enjoin a breach by, and/or recover damages from, Employee related to
violation of any of the provisions in paragraphs 7 through 10, which the
Company may bring in an appropriate court of law or equity, any other
unresolved dispute or controversy arising under or in connection with
Employee's employment and/or this Agreement shall be settled or resolved
exclusively by arbitration conducted in accordance with the rules of the
American Arbitration Association then in effect. This includes any and all
federal, state and/or local claims based upon statute, common law and/or
local ordinance, including, but not limited to claims under Title VII of the
Civil Rights Act of 1964, as amended, the Age Discrimination in Employment
Act, the Family and Medical Leave Act, and the Americans with Disabilities
Act. The arbitrator(s) shall not have the authority to add to, detract from
or modify this Agreement except as permitted by the Agreement. The
arbitrator's decision shall be final and binding, and judgment may be entered
on the decision in any court having competent jurisdiction. The direct
expense of the arbitration shall be borne by the Company but each party will
bear its own expenses and legal fees. The arbitration shall be held in any of
the following locations (individually, the "Arbitration Location"): (a) Palm
Beach County, Florida; (b) the City of Norfolk, Virginia; or (c) the city
where Employee is or was last employed by Company. The selection of an
Arbitration Location shall be at the sole and absolute discretion of the
Company.
19. Equitable Relief: Jurisdiction and Venue. Employee acknowledges
that the Company's principal corporate office is in the City of Palm Beach,
Florida. Upon due consideration of any effects created hereby, Employee
hereby irrevocably submits to the jurisdiction and venue of a court of
competent civil jurisdiction sitting in Palm Beach County, Florida, in any
action or proceeding brought by the Company arising out of, or relating to,
the provisions in paragraphs 7 through 10 of this Agreement. Employee hereby
irrevocably agrees that any such action or proceeding may, at the Company's
option, be heard and determined in such court. Employee agrees that a final
order or judgment in any such action or proceeding shall, to the extent
permitted by applicable law, be conclusive and may be enforced in other
jurisdictions by suit on the order or judgment, or in any other manner
provided by applicable law related to the enforcement of judgments.
20. Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of Florida, without regard to its conflict
of laws principles.
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IN WITNESS WHEREOF, the parties hereto have cause this Agreement to
be duly executed as of the date first written above.
WORKFLOW MANAGEMENT, INC.
/s/ Thomas B. D'Agostino
------------------------------------
Thomas B. D'Agostino
President
EMPLOYEE
/s/ Steve R. Gibson
------------------------------------
Steve R. Gibson
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EXHIBIT A
INCENTIVE BONUS PLAN
Under the Company's Incentive Bonus Plan, Employee will be eligible to earn
up to 50% of Employee's base salary in bonus compensation, payable out of a
bonus pool determined by the Board of the Company or a compensation committee
thereof, depending upon the achievement of specified criteria and payable in
the form of cash, stock options, or other non-cash awards, in such
proportions, and in such forms, as are determined by the Board of the Company
or a compensation committee thereof. Bonuses under the Incentive Bonus Plan
will be determined by measuring Employee's performance and the Company's
performance based on the following criteria, weighted as indicated, and
measured against target performance levels established by the Board of
Company or such compensation committee: (i) quality and timeliness of the
Company's financial reporting -- 50%; (ii) the growth of net earnings per
share of the Company -- 25%; and (iii) improvement in the Company's operating
margin -- 25%. In addition to the foregoing in order to reward extraordinary
performance and exceptional Company results, the Board of the Company or a
compensation committee thereof may declare and pay bonus compensation to
Employee in excess of 50% of Employee's base salary which may be payable in
the form of cash, stock options, or other cash awards, in such proportions,
and in such forms, as are determined by the Board of the Company or a
compensation committee thereof.
STOCK OPTIONS
It is the intent of the Company to award stock options to Employee pursuant
to the Company's Stock Incentive Plan in connection with his employment with
the Company shortly after the transfer of the Company's stock to the
shareholders of U.S. Office Products Company ("USOP") pursuant to USOP's
strategic restructuring plan as described in the Company's Registration
Statement on Form S-1 (registration number 333-46535) as previously filed by
the Company with the Securities and Exchange Commission. The Company's
president shall recommend the number of stock options to be granted and the
Board of the Company or a compensation committee thereof shall determine the
number of stock options and the terms and conditions pursuant to which such
stock options are to be granted.
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