Sample Business Contracts

Employment Agreement - Sybari Software Inc. and Anthony Pane

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                             (SYBARI SOFTWARE LOGO)

                              EMPLOYMENT AGREEMENT

     This Employment Agreement (this "Agreement"), dated as of December 9,
2003, is entered into between Sybari Software Inc., with its principal office
at 353 Larkfield Road, East Northport, N.Y. 11731 ("Sybari"), and Anthony Pane
("Employee"), residing at 415 East 37th Street, Apartment 27K, New York, NY

     WHEREAS, Sybari desires to retain Employee's services as Vice President of
Finance, and Employee desires to be retained by Sybari to serve as Vice
President of Finance.

     NOW THEREFORE, for good and valuable consideration, the sufficiency of
     which is hereby acknowledged by the parties, the parties hereto hereby
     agree as follows:

     1.   Compensation and Benefits. Sybari shall pay the following
compensation and provide the following benefits to Employee during the Term of

     (a)  Base Salary. Employee shall receive a base salary of $150,000 per
     annum (the "Base Salary"), which equates to $12,500 monthly, payable in
     approximately equal installments in accordance with the customary payroll
     practices of Sybari. If the rate of Base Salary per annum paid to Employee
     is increased during the Term of Employment, such increased rate shall
     thereafter constitute the Base Salary for all purposes of this Agreement.
     Employee's Base Salary shall not be decreased during the Term of Employment
     without the mutual consent of Employee and Sybari.

     (b)  Bonus Compensation. Employee will be eligible to participate in
     Sybari's annual bonus incentive compensation program for senior employees
     and executives. The actual award will be earned on the basis of Employee's
     individual performance as well as the performance of Sybari.

     (c)  Option to Acquire Sybari Common Stock. On the next Sybari stock option
     grant to employees subsequent to the date first written above, Sybari will
     grant to Employee, an option to acquire shares of Sybari common stock (the
     "Option") at an exercise price equal to the fair value of Sybari's common
     stock on such date. The number of shares granted to Employee will be
     consistent with the number of shares granted to other employees and
     executives with similar roles and tenure with Sybari. The Option will be
     subject to the terms of a stock option agreement to be executed by Sybari
     and Employee.

     (d)  Benefit Plans. Employee shall be entitled to participate in all
     current and future benefit plans maintained for Sybari Employees and

     2.   Termination Without Cause or With Good Reason. If, at any time during
the Term of Employment, Employee's employment is terminated by Sybari without
Cause (as defined below), or if Employee terminates his employment with Sybari
for Good Reason (as defined below),

          (i)    Sybari will pay to Employee an amount equal to one-half
                 Employee's then current Base Salary, which shall be payable in
                 a lump sum, and

          (ii)   One hundred percent of the unvested portion of the Option and
                 all other options, if any, granted to Employee during the Term
                 of Employment, will immediately vest and will remain
                 exercisable by Employee for three months following the
                 effective date of termination (the "Termination Date").

          (iii)  In addition, Employee's participation in Sybari's welfare
                 benefit plans (if enrolled) will continue for six months
                 following the Termination Date, including, without limitation,
                 all medical, prescription, dental, group life plans and other
                 programs maintained by Sybari, at the same level provided to
                 Employee immediately prior to the Termination Date; provided,
                 however, that if Employee becomes covered under any plans of
                 another employer that provide substantially similar coverage,
                 the coverage provided by Sybari pursuant to this Subsection
                 2(iii) will cease.

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Tel.631-630-8500, Fax.631-630-8550   @   353 Larkfield Road, East Northport, NY 11731 USA   @   Internet Web:

     3.   Definitions. In addition to certain terms defined elsewhere in this
Agreement, the following terms will have the following respective meanings:

          "Cause" means the willful and continuing refusal of Employee to follow
          lawful directives of the CFO, CEO or Board, provided that such
          directives are consistent with Employees title and position, conduct
          that is intentional and known by Employee to be harmful to Sybari's
          best interest, or the Employee's conviction of any felony or any
          crime involving dishonesty.

          "Good Reason" shall mean a breach by Sybari of its obligations
          hereunder, relocation of the Employee's principal place of employment
          from East Northport, NY, to a location that is more than 25 miles
          from Employees home residence than East Northport, NY is, without the
          Employee's consent, a significant diminution of Employee's duties,
          title or authority without the Employee's consent, or the failure by
          Sybari to obtain a written agreement from any successor or assign of
          Sybari to assume the material obligations under this Agreement upon a
          Change in Control (as defined below).

          "Change in Control of Sybari" means and includes each of the

     (i)       the acquisition, in one or more transactions, of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) by any person or any group of persons who
constitute a group (within the meaning of Section 13(d)(3) of the Exchange Act)
of any securities of Sybari such that, as a result of such acquisition, such
person or group beneficially owns (within the meaning of Rule 13d-3 of the
Exchange Act), directly or indirectly, more than fifty percent of Sybari's
outstanding voting securities entitled to vote on a regular basis for a majority
of the members of the Board;

          (ii)      the consummation of any merger or any other business
                    combination, in one or more transactions, including, but not
                    limited to a sale of all or substantially all of the assets
                    of Sybari, other than a transaction immediately following
                    which the shareholders of Sybari who owned shares
                    immediately prior to the transaction continue to own, by
                    virtue of their prior ownership of Sybari shares, at least
                    fifty percent of the voting power, directly or indirectly,
                    of the surviving corporation in any such merger or business
                    combination; or

          (iii)     the consummation of a plan of complete liquidation of

     4.   Entire Agreement; Modifications. This Agreement constitutes the
entire and final expression of the agreement of the parties with respect to the
subject matter hereof and supersedes all prior agreements, oral and written,
between the parties hereto with respect to the subject matter hereof. This
Agreement may be modified or amended only by an instrument in writing signed by
both parties hereto.

     IN WITNESS WHEREOF, Employee and the authorized representative of Sybari
execute and enter into this Agreement as of the date first written above.

EMPLOYEE                                SYBARI SOFTWARE INC.

/s/ Anthony Pane                        /s/ Robert Wallace
-----------------------------------     ----------------------------------
Anthony Pane                            By: Robert Wallace
                                            President and CEO

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