EX-10 2 ex10-62.txt EX10-62.TXT Exhibit 10.62 [LOGO OF SEDONA CORPORATION] Employment Agreement June 25, 2004 EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as the "Agreement") is entered into this ______ day of June, 2004 (hereinafter referred to as the "Effective Date"), between SEDONA Corporation, a Pennsylvania corporation, with its principal place of business at 1003 West 9th Avenue, second floor, King of Prussia, PA 19406 (hereinafter referred to as the "Company"), and Marco Emrich (hereinafter referred to as "Employee"). The Company and Employee are collectively referred to in this Agreement as the "Parties". RECITALS WHEREAS, the Company is engaged in developing, marketing, licensing and selling Customer Relationship Management (CRM) software and services; and WHEREAS, Employee has experience expertise, qualifications and skills of which the Company desires to avail itself and Employee desires to affiliate himself with the Company to perform such tasks as may be required by the Company; and WHEREAS, the Parties agrees to extend the employment of Employee as President and Chief Executive Officer, and Employee accepts employment by the Company for the period and the terms and conditions hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, and the payment of the compensation and the performance of the duties and responsibilities set forth herein, the Parties agree as follows: 1 EMPLOYMENT 1.1 Employee shall be employed by the Company in the capacity of President and Chief Executive Officer and shall have such other authority and shall perform such other duties and responsibilities as may from time-to-time reasonably be specified by the Chairman and the Board of Confidential Page 1 Initials: _____ _____ [LOGO OF SEDONA CORPORATION] Employment Agreement June 25, 2004 Directors of the Company with respect to the Company, its subsidiaries, affiliates or successors. It is the present expectation of the Parties that Employee will be re-elected to the board of directors during the entire term of this Agreement to serve as President and Chief Executive Officer and Employee agrees to serve in such capacities without any compensation in addition to that herein provided. Employee acknowledges that neither the Company nor its Board of Directors is legally obligated to elect or re-elect Employee to this position. 2. TERM 2.1 The term of this Agreement shall be two (2) years commencing on the Effective Date, and thereafter shall continue from year-to-year based on the approval of the Parties with said approval occurring at least six (6) months prior to the end of the original, or the then current renewal term. 3. COMPENSATION 3.1 The Company shall pay to Employee and Employee shall accept for his services as President and Chief Executive Officer the following compensation: 3.1.1 An annual salary of two hundred twenty five thousand dollars ($225,000.00), payable on the normal and customary pay periods as set forth in the Company's employee handbook, dated of October 3, 2000, as amended (hereinafter referred to as the "Employee Handbook"). The Company reserves the right, in its sole discretion, to add, change or delete any of the policies or procedures contained in the Employee Handbook. 3.1.2 An annual bonus as set forth in the attached Exhibit I Confidential Page 2 Initials: _____ _____ [LOGO OF SEDONA CORPORATION] Employment Agreement June 25, 2004 4 EXPENSES 4.1 Employee is authorized to incur reasonable expenses, including, but not limited to travel, meals, client entertainment, car mileage and incidentals, in accordance with the guidelines of the Company's Corporate Business Travel Policy, for promoting the business of the Company and in carrying out his duties hereunder. 4.2 Company shall reimburse Employee for such reasonable expenses upon the presentation by Employee, not more frequently than weekly and not less frequently than monthly, of an itemized account of such expenditures. All requests for reimbursement shall be made on the Company's Expense Reimbursement Form, and must be accompanied by appropriate receipts for all expenses. 5 BENEFITS 5.1 Employee shall be entitled to all benefits available to all of the Company's employees as set forth in the Company's Employee Handbook, except that the Employee shall be entitled to a total of four (4) weeks of vacation time per year. 6 DUTIES AND RESPONSIBILITIES 6.1 Employee shall devote his full time and efforts to perform the responsibilities and duties assigned to him by the Company's Chairman and Board of Directors. The Employees duties may be modified or changed from time to time, as mutually agreed upon by the Parties. 6.2 Employee shall be entitled to have investments in other enterprises provided, however, that he shall not have any investments or financial interest in any business enterprise which conducts business activities competitive with any business activities conducted or planned by the Confidential Page 3 Initials: _____ _____ [LOGO OF SEDONA CORPORATION] Employment Agreement June 25, 2004 Company now or at any time during the term of the Employee's employment hereunder (other than an investment of no more than 5% of any class of equity securities of a company, the securities of which are traded on a national securities exchange). 6.3 In the event that Employee has an investment of more than 5% of any class of equity securities of a competitive business enterprise whose securities are traded on a national securities exchange, Employee shall disclose that information to the Company's Board of Directors. 6.4 In fulfilling his responsibilities, Employee shall conduct himself consistent with the highest standards of professionalism and shall represent the Company and its products and services in accordance with existing written warranties, representations and instructions provided to Employee by the Company. 7 CONFIDENTIALITY AND NONDISCLOSURE 7.1 Employee shall abide by the terms and conditions of the Company's Contract for Ownership and Use of Intellectual Property Including Confidential Information, signed by Employee on September 15, 1999. 8 TERMINATION 8.1 The Company may terminate this Agreement for cause, defined as follows: 8.1.1 Deliberate disclosure of Company Confidential Information as defined in the Contract for Ownership and Use of Intellectual Property including Confidential Information and the SEDONA Corporation Information Privacy and Security Policy, and the Company Policy Statement Protection of Material, Non Public Confidential Page 4 Initials: _____ _____ [LOGO OF SEDONA CORPORATION] Employment Agreement June 25, 2004 and Other Confidential Information and Prevention of Insider Trading and Tipping; or 8.1.2 Conviction of Employee of a felony involving moral turpitude, or of any other law which may reasonably be deemed to cause a detrimental effect upon the Company as a result of mutual association. If the Company separates the Employee for cause, the Company will have not further liability or obligation except to pay the Employee earned and unpaid compensation. 8.2 The Company may separate the Employee (i) without cause, or (ii) should the Employee die or become disabled such that the Employee has been unable to perform any of his essential duties for ninety (90) days during any year of this Agreement or for any period of sixty (60) consecutive days. In the event of such separation, Employee shall receive six (6) months salary, a pro-rata portion of any bonus earned by Employee and unpaid by Company to Employee and all benefits as set forth in Section 5 in this Agreement for six (6) months. 8.3 The Employee may terminate his employment for good cause defined as follows: 8.3.1 There is no continuing employment in a comparable position of responsibility at the Company, its subsidiaries, affiliates or successors, or the Employee's position has been downgraded to a position where Employee's total compensation, calculated as base salary plus annual bonus (hereinafter referred to as "Total Compensation"), becomes less than ninety percent (90%) (applied equally to base salary and annual bonus) of Employee's Total Compensation as set forth in Section 3 of this Agreement. 8.3.2 In the event of such separation, Employee shall receive six (6) months salary, a pro-rata portion of any bonus earned by Confidential Page 5 Initials: _____ _____ [LOGO OF SEDONA CORPORATION] Employment Agreement June 25, 2004 Employee and unpaid by Company to Employee and all benefits as set forth in Section 5 in this Agreement for six (6) months. 8.4 In the event of change of control of the Company, Employee may elect to terminate his employment and shall receive six (6) months salary, a pro-rata portion of any bonus earned by Employee and unpaid by Company to Employee and all benefits as set forth in Section 5 in this Agreement for six (6) months. For these purposes, change of control is defined as (i) sale of a majority of the outstanding shares or assets of the Company, or (ii) change in composition of more than fifty (50%) of the Board of Directors during any 12 month period as presently constituted. 8.5 In the event of a termination by either one of the Parties, the terminating party shall give thirty (30) days written notice of termination to the non-terminating party. 8.6 In the event of a termination by either one of the Parties, and at the Company's sole discretion, Employee shall continue to render his services to the Company during the thirty (30) days period after notice of termination is given. 8.7 In the event of termination by either one of the Parties, the Company shall have the right to bar or otherwise restrict Employee's access to the Company's offices immediately upon termination, including the absolute right to remove Employee from the Company's premises at the time of termination, whether or not such termination occurs during business hours. 9 MISCELLANEOUS 9.1 This Agreement shall be binding upon the Parties, their agents, representatives, affiliates, successors and assigns. As used herein, "successor" shall include any person, firm, corporation or other business Confidential Page 6 Initials: _____ _____ [LOGO OF SEDONA CORPORATION] Employment Agreement June 25, 2004 entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires the assets, business or stock the Company. 9.2 This Agreement, including Exhibit I, represents the entire Agreement and understanding of the Parties. The provisions of this Agreement may not be waived, altered or amended except by agreement in writing signed by the Parties. No waiver of breach hereof shall constitute a waiver of any subsequent breach, and if any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, the remaining provisions shall remain enforceable. 9.3 All notices or other communications provided for in this writing shall be deemed to have been duly given if delivered personally, by certified mail return receipt requested, or by facsimile to the address or facsimile number of the receiving party set forth in Employee's employment file maintained by the Company (or such different address or facsimile number as either party shall have specified in writing to the other). Notices personally delivered or sent by facsimile shall be effective upon their receipt; notices sent by mail shall be effective five (5) days after mailing. 9.4 In the event either party is required to initiate arbitration or legal action to enforce this Agreement, each party shall bear its own costs, including without limitation, all attorney and court costs and fees. 9.5 Except as expressly provided in this Agreement, no remedy conferred by any of its provisions is intended to be exclusive of any other remedy now or hereafter provided by law, and the election of any one or more such available remedies by either of the parties shall not constitute a waiver of the right of such party to other available remedies. Confidential Page 7 Initials: _____ _____ [LOGO OF SEDONA CORPORATION] Employment Agreement June 25, 2004 9.6 In the event the arbitration tribunal or a court of competent jurisdiction should decline to enforce any provision of this Agreement, or otherwise determines any provision hereof to be invalid or unenforceable, such provision shall be deemed to be modified or eliminated as required by the court's order, but all remaining provisions shall remain in full force and effect. 9.7 This Agreement has been made in and its validity, performance and effect shall be determined in accordance with the laws of the Commonwealth of Pennsylvania. 9.8 This Agreement shall be construed so that the singular includes the plural, and vice versa, the masculine includes the feminine and the neuter genders. There shall be no presumption that ambiguities shall be construed or interpreted against the drafter. 9.9 The headings, subheadings, and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing, or enforcing any of the provisions of this Agreement. Confidential Page 8 Initials: _____ _____ [LOGO OF SEDONA CORPORATION] Employment Agreement June 25, 2004 IN WITNESS WHEREOF, the Parties acknowledge that they have read this Agreement, understand it, agree to be bound by its terms and conditions, and have caused this Agreement to be executed as of the day and year first above written. FOR AND ON BEHALF OF SEDONA CORPORATION BY: ------------------------------- SEDONA CORPORATION 1003 WEST 9TH AVENUE, SECOND FLOOR NAME: KING OF PRUSSIA, PA 19406 ----------------------------- TITLE: ---------------------------- DATE: ----------------------------- BY: ------------------------------- NAME: ----------------------------- TITLE: ---------------------------- DATE: ----------------------------- FOR AND ON BEHALF OF EMPLOYEE BY: ------------------------------- 20 SHEFFIELD COURT PHOENIXVILLE, PA 19460 NAME: ----------------------------- TITLE: ---------------------------- DATE: ----------------------------- Confidential Page 9 Initials: _____ _____