Employment Agreement - Elite Information Systems Inc. and Barry D. Emerson
May 10, 1999
Mr. Barry D. Emerson
307 Manhattan Avenue
Manhattan Beach, CA 90266
Dear Barry:
Elite Information Systems, Inc. ("Elite") is pleased to offer you
employment as Chief Financial Officer, reporting to Chris Poole, at a salary of
$140,000.00 per year (exempt). Additionally, in accordance with the attached
compensation plan, you will be eligible for an annual "target bonus" of up to
$40,000.00 per year payable on the last day of the month following the end of
the fiscal year for which the bonus is due.
I will recommend to the Compensation Committee of the Broadway &
Seymour, Inc. Board of Directors that you be granted an option to purchase
25,000 shares pursuant to the 1996 Broadway & Seymour, Inc. Stock Option Plan
(the "Plan"). Subject to approval of the Compensation Committee, these options
will be granted as soon as they become available under the Plan. In the event of
a change of control, as defined in the Plan (a copy of which is attached), you
will immediately vest in all options granted under the Plan that have not yet
vested at the time of any such change of control, which options may be exercised
in accordance with the terms of the Plan.
Your employment is "at will". The terms and conditions of your
employment with Elite may be changed with or without cause and with or without
notice, including but not limited to termination, demotion, promotion, transfer,
compensation, benefits, duties and location of work. Your status as an "at will"
employee cannot be changed except through a written agreement signed by the
President of Elite. Elite acknowledges that you may terminate your employment
with the company at any time for any reason with or without notice.
If your employment is terminated without "cause" at any time Elite
shall, upon such termination, in exchange for a general release of any and all
claims relating to your employment by Elite and its affiliates: (i) pay you in a
lump sum an amount equal to your then current base salary for twelve (12)
months, less required state and federal tax withholdings and any other
applicable deductions; and (ii) at your election, continue your medical coverage
pursuant to 29 U.S.C. ss161 et seq. ("COBRA") and bear the entire expense of
such coverage without contribution by you for twelve (12) months following your
termination.
For purposes of this agreement, "cause" shall mean (i) your substantial
failure to carry out and perform your duties after written notice from the Chief
Executive Officer; (ii) your repeated refusal to follow the lawful directives of
the Chief Executive Officer; (iii) your commission of a felony (other than a
traffic violation); (iv) your commission of an act of fraud, embezzlement, theft
or other act of material financial dishonesty against Elite or its affiliates;
(v) your commission of an act involving moral turpitude that brings Elite or any
of its affiliates into public disrepute or disgrace or causes material harm to
customer relations, operations or business prospects of Elite or its affiliates;
(vi) your misrepresentation to Elite of academic or professional qualifications
or prior work experience; or (vii) your violation of the provisions in the
Proprietary Information and Inventions Agreement signed by you upon the
commencement of your employment with Elite, including, but not limited to, the
provisions relating to the use and disclosure of Elite's confidential
information. In addition, you shall be deemed to have been terminated without
cause and shall be entitled to receive such severance in the event of a
reduction in your base salary below current levels or a requirement that you
relocate outside the Los Angeles area.
<PAGE> 2
Mr. Barry Emerson
May 7, 1999
Page Two
You are eligible to participate in Elite's health plans (which will
begin on the first date of month following your employment) and life insurance
programs as well as all other benefits available to regular employees. Enclosed
is a summary of benefits that Elite offers. As a condition of your employment
you will be required to show proof of your legal right to work in the United
States and you will be required to execute the standard Elite Employee
Proprietary Information and Inventions Agreement.
Except for the above-referenced Elite Employee Proprietary Information
and Inventions Agreement, this letter contains the complete agreement between
you and Elite. All other offers and conditions previously discussed and/or
agreed to are superseded by this letter. If you have any questions regarding
this offer, please do not hesitate to call me, otherwise, if everything is
acceptable, please sign and return one copy of this letter to me. The other copy
is for your files.
We are very excited about your joining Elite. I am confident that you
will bring the right experience, drive and intellect to add substantial strength
to our team.
/s/ Barry D. Emerson /s/ Christopher K. Poole
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Barry D. Emerson Christopher K. Poole
President
Elite Information Systems, Inc.
May 10, 1999 May 10, 1999
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