Sample Business Contracts

Employment Agreement - Computer Products & Services Inc. and John F. Moynahan

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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                            EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made and entered into effective the 1St day of
January, 1996, by and between COMPUTER PRODUCTS & SERVICES, INC., a
corporation organized under the laws of the Commonwealth of Virginia
(hereinafter referred to as EMPLOYER), and JOHN F. MOYNAHAN (hereinafter
referred to as EMPLOYEE).


A.   EMPLOYER is engaged in the business of developing, manufacturing and
     marketing computer products including hardware, software and services.

B.   EMPLOYEE has been serving as the Vice President, Chief Financial Officer
     and Treasurer of EMPLOYER since October 1, 1994.

C.   EMPLOYER believes it essential to obtain during the term of this
     Agreement the ongoing services of EMPLOYEE and EMPLOYEE has agreed to
     continue his employment services during the term of this Agreement for
     the benefit of EMPLOYER.

D.   By entering into the Agreement hereinafter set forth, the parties hereto
     desire to memorialize their full agreement with respect to the terms and
     conditions of the management services to be provided by EMPLOYEE.


NOW, THEREFORE, for good and lawful consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows.

1.   Employment.  EMPLOYER hereby employs EMPLOYEE and EMPLOYEE hereby
     accepts such employment, to serve as and in the capacity of Vice
     President of EMPLOYER upon and subject to the terms and conditions set
     forth herein.

2.   Term and Termination. The term of EMPLOYEE'S engagement shall be for a
     period of three (3) years from January 1, 1996 and terminating December
     31, 1998, unless sooner terminated in the manner provided herein.  After
     the initial three-year period, the Agreement shall automatically renew
     for an additional three-year period on terms no less favorable to
     EMPLOYEE than those set out in this Agreement, unless either party gives
     the other party written notice of termination of this Agreement at least
     sixty (60) days prior to the termination of the original term of this
     Agreement. This Agreement may be terminated by (a) mutual consent, (b)
     the material breach of this Agreement by EMPLOYEE that remains uncured
     more than thirty (30) days after the receipt of notice from EMPLOYER of
     such breach, or (c) the commission by EMPLOYEE of fraud,
     misappropriation, embezzlement or the like.

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3.   Duties; During the term of this Agreement, EMPLOYEE shall devote his
     best efforts, time, attention and energy to the business and affairs of
     EMPLOYER. When he is acting as Vice President, EMPLOYEE shall perform
     all duties normally and properly incident to the office or positions
     held by him and such further duties as may from time to time be assigned
     to him by the Board of Directors of EMPLOYER. During the term of this
     Agreement, EMPLOYEE shall not engage, directly or indirectly, in any
     activities competitive with any business which is now or which hereafter
     may be conducted by EMPLOYER. EMPLOYEE shall agree to serve on
     EMPLOYER's Board of Directors subject to the vote and continued
     confirmation of the shareholders of EMPLOYER. EMPLOYEE also agrees to
     execute and be bound by EMPLOYER's Confidentiality and Nondisclosure

4.   Consideration
     a.   As consideration and compensation for EMPLOYEE's services to be
          performed hereunder, EMPLOYER shall pay to EMPLOYEE during each
          year of the term of this Agreement an annual base compensation in
          the sum of One Hundred Forty Thousand Dollars ($140,000) payable
          in equal consecutive semi-monthly payments commencing January 1,
          1996 and continuing thereafter on the first and fifteenth day of
          each successive month during the term of this Agreement. This
          base compensation will be increased to no less than One Hundred
          Fifty Thousand Dollars ($150,000) on January 1, 1997, and
          thereafter on each anniversary of this Agreement in an amount no
          less than the increase in the U.S. Consumer Price Index for that

     b.   As additional consideration for EMPLOYEE's services, EMPLOYER
          agrees to pay EMPLOYEE an annual cash bonus as established by
          EMPLOYER's Board of Directors based on EMPLOYEE's performance and
          the financial performance of EMPLOYER, as determined in the sole
          discretion of EMPLOYER's Board of Directors. The total cash bonus
          paid hereunder will be supplemented by the grant of a fully
          vested option with a ten (10) year life to purchase shares of
          EMPLOYER's common stock at a price per share equal to the average
          equivalent sales price per share of EMPLOYER's common stock
          during the ninety (90) day period immediately preceding the
          effective date of this Agreement. The number of EMPLOYER's shares
          of common stock granted to EMPLOYEE as part of this option shall
          be determined by dividing the cash bonus earned by the EMPLOYEE
          by the per share stock option price. In this regard, in the event
          of a reorganization, recapitalization, stock split, stock
          dividend, combination of shares, merger, consolidation, rights
          offering or any other change in the corporate structure or shares
          of EMPLOYER, or any of its subsidiaries, the number and kind of
          shares subject to this bonus and the price thereof shall be
          proportionately adjusted so as to give EMPLOYEE the benefit of
          his agreement to receive the stock at the stock sales price as
          set forth above.

5.   Expenses. EMPLOYER shall reimburse EMPLOYEE for all expenses reasonably
     and necessarily incurred by him in the performance of his duties
     hereunder, consistent with EMPLOYER's policies covering expense
     reimbursement for senior executives of the EMPLOYER, as such policies
     may be modified from time to time.

6.   Employment Benefits. During the term of this Agreement, EMPLOYEE shall
     receive and be entitled

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     to participate in all benefits customarily offered to or conferred upon
     other executive officers and employees of EMPLOYER. EMPLOYEE will be
     provided term life insurance coverage equal to five (5) times EMPLOYEE's
     then current annual salary based on typical conditions for the issuance of
     such policies.

7.   Change in Control.  A "change in control" of EMPLOYER for purposes of
     this Agreement shall mean someone other than EDWARD NEWMAN serving as
     EMPLOYER's Chairman of the Board of Directors, President and Chief
     Executive Officer. However, in the event of a change of control,
     EMPLOYEE, in his sole discretion, shall have the right to terminate this
     Agreement and shall be entitled to severance pay equal to the greater of
     the amount of compensation received by EMPLOYEE during the previous two
     (2) calendar years of the term of this Agreement, pursuant to Section 4,
     above, or two (2) times the amount of compensation due to EMPLOYEE
     pursuant to Section 4, above, at the end of the then current fiscal
     year. All unvested stock options held by EMPLOYEE at the time of such
     change in control shall vest immediately.

8.   Notices. All notices, requests and other communications hereunder shall
     be in writing and shall be deemed to have been given only if mailed,
     certified return receipt requested, or if sent by Federal Express or
     other well recognized private courier ("Courier") or if personally
     delivered to, or if sent by fax with the original thereof sent by
     Courier to:

               If to EMPLOYER:          Computer Products & Services, Inc.
                                        12701 Fair Lakes Circle, Suite550
                                        Fairfax, VA 22033
                                           Fax: (703) 631-7070

               If to EMPLOYEE:          John F. Moynahan
                                        12302 Blair Ridge Road
                                        Fairfax, VA 22033
                                           Fax: (703)716-1074

     All notices, requests and other communications shall be deemed received
     on the date of acknowledgment or other evidence of actual receipt in the
     case of certified mail, Courier delivery or personal delivery or, in the
     case of fax delivery, upon the date of fax receipt provided that the
     original is delivered within two (2) business days. Any party hereto may
     designate different or additional parties for the receipt of notice,
     pursuant to notice given in accordance with the foregoing.

9.   Attorneys' Fees. In the event of default hereunder, the defaulting party
     shall be liable to the nondefaulting party for all expenses and costs
     incurred by the non-defaulting party in protecting or enforcing its
     right hereunder including but not limited to reasonable attorneys' fees
     and costs.

10.  Subject Headings. The subject headings of the paragraphs of this
     Agreement are included solely for the purposes of convenience and
     reference only, and shall not be deemed to explain, modify, limit,
     amplify or aid the meaning, construction or interpretation of any of the
     provisions of this Agreement.

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11.  Amendments. No supplement, modification or amendment of this Agreement
     shall be binding or enforceable unless executed in writing by the
     parties hereto.

12.  Entire Agreement and Waiver. This Agreement contains the entire
     agreement between the parties hereto concerning the subject matter
     hereof and supersedes all prior and contemporaneous agreements,
     arrangements, negotiations and understandings between the parties hereto
     relating to the subject matter hereof There are no other understandings,
     statements, promises or inducements, oral or otherwise, contrary to the
     terms of this Agreement. No representations, warranties, covenants or
     conditions, express or implied, whether by statute or otherwise, other
     than as set forth herein, have been made by any party hereto. No waiver
     of any term, provision or condition of this Agreement, whether by
     conduct or otherwise, in any one or more instances, shall be deemed to
     be, or shall constitute, a waiver of any other provision hereof, whether
     or not similar, nor shall such waiver constitute a continuing waiver,
     and no waiver shall be binding unless executed in writing by the party
     making the waiver.

13.  Parties In Interest. Nothing in this Agreement, whether express or
     implied, is intended to confer upon any person other than the parties
     hereto and their respective heirs, representatives, successors and
     permitted assigns, any rights or remedies under or by reason of this

14.  Successors and Assigns. This Agreement shall be binding upon and shall
     inure to the benefit of the parties hereto and their respective heirs,
     representatives, successors and permitted assigns.

15.  Counterparts. This Agreement may be executed in one or more
     counterparts, each of which shall be deemed an original, but all of
     which together shall constitute one and the same instrument.

16.  Applicable Law. This Agreement shall be governed by and construed and
     enforced in accordance with and shall be subject to the laws of the
     Commonwealth of Virginia.

17.  Further Documents. Each party agrees to execute and deliver, at any time
     and from time to time, upon the request of the other party, such further
     instruments or documents as may be necessary or appropriate to carry out
     the provisions contained herein, and to take such other action as the
     party may reasonably request to effectuate the provisions of this

18.  Severability. Should any part, term or provision of this Agreement be
     declared by a court of competent jurisdiction to be invalid, void or
     unenforceable at law or in equity, it is the express intention of the
     parties hereto that such part, term or provision shall be construed in
     such manner as to provide for the enforcement thereof to the maximum
     extent and in the broadest scope permitted under law and all remaining
     parts, terms and provisions hereof shall remain in full force and effect
     and shall in no way be invalidated, impaired or affected thereby.

19.  Interpretations and Definitions. The parties agree that each party and
     its counsel have reviewed and revised this Agreement and that any rule
     of construction to the effect that ambiguities are to be resolved
     against the drafting party shall not apply in the interpretation of this

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20.  Miscellaneous. Time is hereby declared to be of the essence of each
     provision of this Agreement. This Agreement sets forth the entire
     understanding between the parties hereto with respect to all matters
     referred to herein and the provisions hereof may not be changed,
     modified or supplemented either wholly or in part except by written
     instrument signed by each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
as of the date set forth at the beginning hereof.

                    a Virginia corporation


                    JOHN F. MOYNAHAN

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