Employment Agreement - Omtool Ltd. and Robert L. Voelk
[OMTOOL LETTERHEAD]
December 14, 1999
Robert L. Voelk
Omtool, Ltd.
8 Industrial Way
Salem, NH 03079
Dear Robert:
On behalf of Omtool, Ltd. ("Omtool"), I am pleased to extend your
employment through December 31, 2001 (the "term of employment"). This
employment letter outlines the terms of your continued employment
responsibilities, compensation and benefits. Upon your acceptance of these
terms, as indicated below, this employment letter shall be a binding
agreement between you and Omtool.
As discussed previously, on or before January 1, 2000 you agree to
officially resign as Chief Executive Officer of Omtool. However, you shall
continue to serve as the Chairman of the Board of Directors and your
employment duties under this employment letter shall be to continue to
provide services to Omtool consistent with that office and your past duties
as Chairman of the Board.
As the Chairman of the Board of Directors, you shall continue to preside
at meetings of the board of directors and stockholders. In addition, your
employment duties shall include contributing, as you and the Board mutually
determine, to the strategic business activities of Omtool in a manner
befitting your status as Chairman. By way of example, your services may
include enhancing strategic alliances and partnerships and reviewing with the
CEO marketing, sales, product and acquisition strategies. You may work at
such locations as you reasonably determine, and we acknowledge that you will
work primarily outside of Omtool's corporate headquarters. We will continue
to reimburse you for reasonable business expenses, including without
limitation the cost of telephone, facsimile and computer communication from
your home office. The Company understands and accepts that during the term of
your
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employment you will engage and have an interest for your own account in
business activities other than those related to the business of Omtool so
long as such business activities do not compete with the business of Omtool.
The Company agrees to take all necessary actions to assure your nomination as
a Class III director at the next Annual Meeting of Stockholders.
During the term of employment, you shall be eligible to continue your
participation in Omtool's medical, life and disability insurance plans and
other benefit plans available to other Omtool employees, subject to the
terms, conditions, and restrictions of all such benefit plans. You shall also
continue to receive through 2000 and 2001 all other company benefits provided
to you during 1999. Your rate of salary shall be $225,000 per year for each
of the calendar years of 2000 and 2001. Your salary shall be paid in
accordance with Omtool's customary practice as may be established or modified
from time to time.
On behalf of Omtool, it gives me great pleasure to reaffirm your
continued involvement with Omtool. I anticipate your continued leadership
shall make a key contribution to Omtool's success at this critical junction
in our growth and development.
Sincerely,
/s/ Adrian A. Peters
Adrian A. Peters
President
Acknowledged and agreed to
this 14 day of December, 1999
/s/ Robert L. Voelk
Robert L. Voelk
Chief Executive Officer