Sample Business Contracts

Employment Agreement - Computer Products & Services Inc. and Edward G. Newman

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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  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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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 EDWARD G. NEWMAN (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 served as the President and Chief Executive Officer of
     EMPLOYER since 1992.

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 the 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


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 President
     and Chief Executive Officer of EMPLOYER upon and subject to the terms
     and conditions set forth herein.

2.   Term. The term of EMPLOYEE's engagement shall be for a period of three
     (3) years from the date hereof commencing January 1, 1996 and
     terminating December 31, 1998, unless sooner terminated in the manner
     provided herein. The term of this Agreement and of the employment of
     EMPLOYEE hereunder shall be automatically renewed for an additional
     three (3)-year period on terms no less favorable to EMPLOYEE than those
     set forth 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 initial term of this Agreement.

3.   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 President and Chief Executive Officer,
     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
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     hereafter may be conducted by EMPLOYER. It is expressly agreed
     that EMPLOYEE's position with Tech International of Virginia, Inc.
     does not violate the terms of this Agreement.

4.   Consideration.

     a.   The sum of One Hundred Fifty Thousand Dollars ($l50,000)
          annually commencing January 1, 1996 and continuing
          thereafter until January 1, 1997 when the annual base
          compensation will be increased to One Hundred Ninety eight
          Thousand Dollars ($198,000) payable in accordance with
          EMPLOYER's customary payroll practice in effect for its
          officers. The annual base compensation hereunder shall be
          increased each year during the term of this Agreement by at
          least the U.S. Consumer Price Index plus two percent (2%).
     b.   As additional consideration for EMPLOYEE's services,
          EMPLOYER agrees to pay EMPLOYEE an annual cash bonus in an
          amount equal to one and one half percent (1.5%) of
          EMPLOYER's pretax income for each calendar year. Pretax
          income, for purposes of the initial term of this Agreement,
          shall mean the consolidated income before taxes as presented
          in the EMPLOYER's audited financial statements for each
          fiscal year, increased by research and development expenses
          and payments required by this or other bonus or incentive
          plans including non-cash charges related to warrants, stock
          options and the like. For purposes of any additional term of
          this Agreement, pretax income shall mean the consolidated
          income before taxes as presented in EMPLOYER's audited
          financial statements for each fiscal year, increased by
          expenses related to this or other bonus or incentive plans,
          including non-cash charges related to warrants, stock
          options and the like. 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 EMPLOYERS
          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

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 to participate in all benefits customarily
     offered to or conferred upon other executive officers and employees of
     EMPLOYER also agrees to obtain a term life insurance policy on the life
     of EMPLOYEE in the face amount of Two Million Dollars ($2,000,000)
     which is to be made payable to the beneficiary or beneficiaries
     designated by EMPLOYEE. EMPLOYER further agrees to pay all premiums on
     the policy during the term of the employment provided herein.

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7.   Termination of Employment. Upon the occurrence of any of the following
     events and expiration of the period, if any, specified, this Agreement
     and the employment of EMPLOYEE hereunder shall terminate:

     a.   Death of EMPLOYEE.
     b.   By mutual agreement of EMPLOYER and EMPLOYEE.
     c.   The failure of EMPLOYEE to cure a material default under this
          Agreement within thirty (30) days after receiving written notice
          of default from EMPLOYER.
     d.   The "disability" of EMPLOYEE. The term "disability" as used
          herein, shall mean the inability or failure of EMPLOYEE, by
          reason of any medically demonstrable physical or mental
          condition, to perform his duties hereunder. The disability of
          EMPLOYEE shall be deemed to have occurred if; (1) the issuer of
          any disability income policy insuring EMPLOYEE shall have
          determined that EMPLOYEE is disabled, whether partially or
          totally, within the meaning of the provisions of such policy; (2)
          EMPLOYEE shall be absent from work for a period of one hundred
          twenty (120) consecutive business days all of which in the
          aggregate shall be of more than one hundred fifty (150) business
          days for any reason without the written consent of EMPLOYER, and
          (3) EMPLOYER shall have received written opinions from two duly
          licensed physicians that EMPLOYEE, by reason of any medically
          demonstrable physical or mental condition, is unable to perform
          his duties hereunder and will continue to be unable to perform
          his duties for the foreseeable future or that the continued
          performance of his duties will endanger his life.

8.   Change in Control. Should a change in control of the EMPLOYER take
     place, this Agreement shall remain binding on EMPLOYER or its successor
     in interest. A "Change in Control" of EMPLOYER for purposes of this
     Agreement shall mean someone other than EMPLOYEE serving as EMPLOYER's
     Chairman of the Board of Directors, President or Chief Executive
     Officer. However, in the event of a change in 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
     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 compensation due to EMPLOYEE pursuant to Section 4, above, at the
     end of the then-current fiscal year.

9.   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 at:      Computer Products & Services, Inc.
                                12701 Fair Lakes Circle,
                                Suite 550
                                Fairfax, VA 22033
                                Fax:(703) 631-7070

        If to EMPLOYEE at:      9541 Fostern Lane
                                Manassas,VA 22111

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     All notices, requests and other communications shall be deemed received
     on the date of acknowledgment or other evidence of actual receipt in
     the ease 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.

10.  Attorneys' Fees. In the event of default hereunder, the defaulting
     party shall be liable to the non-defaulting 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.

11.  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.

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

13.  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.

14.  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

15.  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.

16.  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.

17.  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.

18.  Further Documents. Each party agrees to execute and deliver, at any
     time and from time to time, upon the request of the other parry, such
     further instruments or documents as may be necessary or

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     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 Agreement.

19.  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

20.  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 agreement

21.  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.

                    a Virginia Corporation


                    EDWARD G. NEWMAN

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