Exhibit
10.15
 **EMPLOYMENT
AGREEMENT**
 
 
 This
Employment Agreement (the “Agreement”) is made effective this 1 st day of
January, 2004, by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation (the
“Company”), and Anthony Pizi, a resident of the State of New Jersey (the
“Employee”).
 
 In
consideration of the mutual covenants, promises and conditions set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
 
 1.
    Employment.
      The Company hereby employs Employee and Employee hereby accepts such
      employment upon the terms and conditions set forth in this Agreement.
 
 2.
    Duties
      of Employee.
      Employee’s title will be Chief Executive Officer and Chief Technology
      Officer. Employee will be based in New Jersey. Employee agrees to perform
      and discharge such other duties as may be assigned to Employee from time
      to time by the Company to the reasonable satisfaction of the Company, and
      such duties will be consistent with those duties regularly and customarily
      assigned by the Company to the position of Chief Executive Officer and
      Chief Technology Officer. In addition, Employee shall serve as Chairman of
      the Board of Directors so long as he is elected to such post by the Board
      of Directors according to the By-Laws of the Company. Employee also agrees
      to comply with all of the Company's policies, standards and regulations
      and to follow the instructions and directives as promulgated by the Board
      of Directors of the Company. Employee will devote Employee's full
      professional and business-related time, skills and best efforts to such
      duties and will not, during the term of this Agreement, be engaged
      (whether or not during normal business hours) in any other business or
      professional activity, whether or not such activity is pursued for gain,
      profit or other pecuniary advantage, without the prior written consent of
      the Board of Directors of the Company. This Section will not be construed
      to prevent Employee from (a) investing personal assets in businesses which
      do not compete with the Company in such form or manner that will not
      require any services on the part of Employee in the operation or the
      affairs of the companies in which such investments are made and in which
      Employee's participation is solely that of an investor; (b) purchasing
      securities in any corporation whose securities are listed on a national
      securities exchange or regularly traded in the over-the-counter market,
      provided that Employee at no time owns, directly or indirectly, in excess
      of one percent (1%) of the outstanding stock of any class of any such
      corporation engaged in a business competitive with that of the Company; or
      (c) participating in conferences, preparing and publishing papers or
      books, teaching or joining or participating in any professional
      associations or trade group.
 
 3.
    Term.
      The term of this Agreement will be at-will, and can be terminated by
      either party at any time, with or without cause, subject to the provisions
      of Section 4 of this Agreement.
 
 4.
    Termination.
 
 (a)
    Termination
      by Company for Cause.
      The Company may terminate this Agreement and all of its obligations
      hereunder immediately, including the obligation to pay Employee severance,
      vacation pay or any further benefits or remuneration, if any of the
      following events occur:
 
 (i)
    Employee
      materially breaches any of the terms or conditions set forth in this
      Agreement and fails to cure such breach within ten (10) days after
      Employee's receipt from the Company of written notice of such breach
      (notwithstanding the foregoing, no cure period shall be applicable to
      breaches by Employee of Sections 6, 7 or 8 of this
    Agreement);
 
 (ii)
    Employee
      commits any other act materially detrimental to the business or reputation
      of the Company;
  
  
 (iii)
    Employee
      engages in dishonest or illegal activities or commits or is convicted of
      any crime involving fraud, deceit or moral turpitude;
or
 
 (iv)
    Employee
      dies or becomes mentally or physically incapacitated or disabled so as to
      be unable to perform Employee's duties under this Agreement even with a
      reasonable accommodation. Without limiting the generality of the
      foregoing, Employee's inability adequately to perform services under this
      Agreement for a period of sixty (60) consecutive days will be conclusive
      evidence of such mental or physical incapacity or disability, unless such
      inability adequately to perform services under this Agreement is pursuant
      to a mental or physical incapacity or disability covered by the Family
      Medical Leave Act, in which case such sixty (60) day period shall be
      extended to a one hundred and twenty (120) day
period.
 
 (b)
    Termination
      by Company Without Cause.
      The Company may terminate Employee's employment pursuant to this Agreement
      for reasons other than those stated in Section 4(a) upon at least thirty
      (30) days' prior written notice to Employee. In the event Employee's
      employment with the Company is terminated by the Company without cause,
      the Company shall be obligated to pay Employee a lump sum severance
      payment equal to one (1) year of Employee’s then base salary payable
      within thirty (30) days of the date of termination. In addition, all
      Employee’s then outstanding but unvested stock options shall vest one
      hundred percent (100%). Other than the severance payment and vesting of
      outstanding options set forth in this Section 4(b), Employee will be
      entitled to receive no further remuneration and will not be entitled to
      participate in any Company benefit programs following his termination by
      the Company, whether such termination is with or without cause.
      Furthermore, should Employee’s employment with the Company be terminated
      without cause, Employee shall be entitled to an award of 200,000 shares of
      the Company’s Common Stock. Employee shall not be entitled to any further
      remuneration of any kind whatsoever for his termination without
      cause.
 
 (c)
    Termination
      by Employee for Cause.
      In the event there occurs a substantial change in the Employee’s job
      duties, there is a decrease in or a failure to provide the compensation or
      vested benefits under this Agreement or there is a Change in Control (as
      defined below) of the Company, Employee shall have the right to resign his
      employment and will be entitled to receive a severance payment equal to an
      award of 500,000 shares of the Company’s common stock. For avoidance of
      doubt, this award shall be in lieu of the 200,000 common stock shares
      awarded Employee under Section 4(b) above. In addition, all Employee’s
      then outstanding but unvested stock options shall vest one hundred percent
      (100%). Employee shall have thirty (30) days from the date written notice
      is given to Employee about either (a) a change in his duties or (b) the
      announcement and closing of a transaction resulting in a Change in Control
      of the Company to resign or this Section 4(c) shall not apply. In the
      event Employee resigns from the Company for any other reason, Employee
      will not be entitled to receive or accrue any further Company benefits or
      other remuneration under this Agreement, and Employee specifically agrees
      that he will not be entitled to receive any severance
  pay.
 
 For
purposes of this Section 4, a Change in Control shall be deemed to have occurred
if any of the following occur:
 
 (i)
    the
      merger of consolidation of the Company with or into another unaffiliated
      entity, or the merger of another unaffiliated entity into the Company or
      another subsidiary thereof with the effect that immediately after such
      transaction the stockholders of the Company immediately prior to such
      transaction hold less than fifty percent (50%) of the total voting power
      of all securities generally entitled to vote in the election of directors,
      managers or trustees of the entity surviving such merger or
      consolidation;
  2
  (ii)
    the
      sale or transfer of more than fifty-one percent (51%) of the Company’s
      then outstanding voting stock (other than a restructuring event which
      results in the continuation of the Company’s business by an affiliated
      entity) to unaffiliated person or group (as such term is used in Section
      13(d)(3) of the Securities Exchange Act of 1934, as amended);
      or
 
 (iii)
    the
      adoption by the stockholders of the Company of a plan relating to the
      liquidation or dissolution of the Company.
 
 
 5.  Compensation
and Benefits .
 
 (a)
    Annual
      Salary.
      During the term of this Agreement and for all services rendered by
      Employee under this Agreement, the Company will pay Employee a base salary
      of Two Hundred Thousand Dollars ($200,000.00) per annum in equal
      bi-monthly installments. Such annual salary will be subject to adjustments
      by any increases given in the normal course of
business.
 
 (b)
    Incentive
      Compensation.
      Employee shall be eligible to receive incentive compensation in the form
      of a cash bonus, the amount of such cash bonus is explained on Exhibit C,
      upon the Company reaching sales goals for the calendar year as set forth
      in the operating plan for the Company which was approved by the Board of
      Directors. Said bonus will be payable after the annual accounts have been
      presented to the Compensation Committee. Exhibit C attached hereto
      provides the benchmarks associated with achieving the Incentive
      Compensation.
 
 .
 6.
    Vacation.Employee shall be eligible for four (4) weeks of paid vacation annually,
      provided that such vacation is scheduled at such times that do not
      interfere with the Company’s legitimate business
needs.
 
 7.
    Other
      Benefits.
      Employee will be entitled to such fringe benefits as may be provided from
      time-to-time by the Company to its employees, including, but not limited
      to, group health insurance, life and disability insurance, and any other
      fringe benefits now or hereafter provided by the Company to its employees,
      if and when Employee meets the eligibility requirements for any such
      benefit. The Company reserves the right to change or discontinue any
      employee benefit plans or programs now being offered to its employees;
      provided, however, that all benefits provided for employees of the same
      position and status as Employee will be provided to Employee on an equal
      basis.
 
 8.
    Business
      Expenses.
      Employee will be reimbursed for all reasonable expenses incurred in the
      discharge of Employee's duties under this Agreement pursuant to the
      Company's standard reimbursement policies.
 
 9.
    Withholding.
      The Company will deduct and withhold from the payments made to Employee
      under this Agreement, state and federal income taxes, FICA and other
      amounts normally withheld from compensation due
  employees.
 
 10.
    Non-Disclosure
      of Proprietary Information.
      Employee recognizes and acknowledges that the Trade Secrets (as defined
      below) and Confidential Information (as defined below) of the Company and
      its affiliates and all physical embodiments thereof (as they may exist
      from time-to-time, collectively, the “Proprietary Information”) are
      valuable, special and unique assets of the Company's and its affiliates'
      businesses. Employee further acknowledges that access to such Proprietary
      Information is essential to the performance of Employee's duties under
      this Agreement. Therefore, in order to obtain access to such Proprietary
      Information, Employee agrees that, except with respect to those duties
      assigned to him by the Company, Employee shall hold in confidence all
      Proprietary Information and will not reproduce, use, distribute, disclose,
      publish or otherwise disseminate any Proprietary Information, in whole or
      in part, and will take no action causing, or fail to take any action
      necessary to prevent causing, any Proprietary Information to lose its
      character as Proprietary Information, nor will Employee make use of any
      such information for Employee's own purposes or for the benefit of any
      person, firm, corporation, association or other entity (except the
      Company) under any circumstances.
  3
  
 For
purposes of this Agreement, the term “Trade Secrets” means information,
including, but not limited to, any technical or nontechnical data, formula,
pattern, compilation, program, device, method, technique, drawing, process,
financial data, financial plan, product plan, list of actual or potential
customers or suppliers, or other information similar to any of the foregoing,
which derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons
who can derive economic value from its disclosure or use. For purposes of this
Agreement, the term “Trade Secrets” does not include information that Employee
can show by competent proof (i) was known to Employee and reduced to writing
prior to disclosure by the Company (but only if Employee promptly notifies the
Company of Employee’s prior knowledge); (ii) was generally known to the public
at the time the Company disclosed the information to Employee; (iii) became
generally known to the public after disclosure by the Company through no act or
omission of Employee; or (iv) was disclosed to Employee by a third party having
a bona fide right both to possess the information and to disclose the
information to Employee. The term “Confidential Information” means any data or
information of the Company, other than trade secrets, which is valuable to the
Company and not generally known to competitors of the Company. The provisions of
this Section 6 will apply to Trade Secrets for so long as such information
remains a trade secret and to Confidential Information during Employee’s
employment with the Company and for a period of two (2) years following any
termination of Employee’s employment with the Company for whatever
reason.
 
 11.
    Non-Solicitation
      Covenants.
      Employee agrees that during Employee's employment by the Company and for a
      period of one (1) year following the termination of Employee's employment
      for whatever reason, Employee will not, directly or indirectly, on
      Employee's own behalf or in the service of or on behalf of any other
      individual or entity, divert, solicit or attempt to divert or solicit any
      individual or entity (i) who is a client of the Company at any time during
      the six (6)-month period prior to Employee's termination of employment
      with the Company (“Client”), or was actively sought by the Company as a
      prospective client, and (ii) with whom Employee had material contact while
      employed by the Company to provide similar services or products as such
      provided by Employee for the Company to such Clients or prospects.
      Employee further agrees and represents that during Employee's employment
      by the Company and for a period of one (1) year following any termination
      of Employee's employment for whatever reason, Employee will not, directly
      or indirectly, on Employee's own behalf or in the service of, or on behalf
      of any other individual or entity, divert, solicit or hire away, or
      attempt to divert, solicit or hire away, to or for any individual or
      entity which is engaged in providing similar services or products to that
      provided by the Company, any person employed by the Company for whom
      Employee had supervisory responsibility or with whom Employee had material
      contact while employed by the Company, whether or not such employee is a
      full-time employee or temporary employee of the Company, whether or not
      such employee is employed pursuant to written agreement and whether or not
      such employee is employed for a determined period or at-will. For purposes
      of this Agreement, “material contact” exists between Employee and a Client
      or potential Client when (1) Employee established and/or nurtured the
      Client or potential Client; (2) the Client or potential Client and
      Employee interacted to further a business relationship or contract with
      the Company; (3) Employee had access to confidential information and/or
      marketing strategies or programs regarding the Client or potential Client;
      and/or (4) Employee learned of the Client or potential Client through the
      efforts of the Company providing Employee with confidential Client
      information, including but not limited to the Client’s identify, for
      purposes of furthering a business relationship.
 
 12.
    Existing
      Restrictive Covenants.
      Except as provided in Exhibit B, Employee has not entered into any
      agreement with any employer or former employer (a) to keep in confidence
      any confidential information or (b) to not compete with any former
      employer. Employee represents and warrants that Employee's employment with
      the Company does not and will not breach any agreement which Employee has
      with any former employer to keep in confidence confidential information or
      not to compete with any such former employer. Employee will not disclose
      to the Company or use on its behalf any confidential information of any
      other party required to be kept confidential by
  Employee.
  4
  
 13.
    Return
      of Proprietary Information.
      Employee acknowledges that as a result of Employee's employment with the
      Company, Employee may come into the possession and control of Proprietary
      Information, such as proprietary documents, drawings, specifications,
      manuals, notes, computer programs, or other proprietary material. Employee
      acknowledges, warrants and agrees that Employee will return to the Company
      all such items and any copies or excerpts thereof, and any other
      properties, files or documents obtained as a result of Employee's
      employment with the Company, immediately upon the termination of
      Employee's employment with the Company.
 
 14.
    Proprietary
      Rights.
      During the course of Employee's employment with the Company, Employee may
      make, develop or conceive of useful processes, machines, compositions of
      matter, computer software, algorithms, works of authorship expressing such
      algorithm, or any other discovery, idea, concept, document or improvement
      which relates to or is useful to the Company's Business (the
      “Inventions”), whether or not subject to copyright or patent protection,
      and which may or may not be considered Proprietary Information. Employee
      acknowledges that all such Inventions will be “works made for hire” under
      United States copyright law and will remain the sole and exclusive
      property of the Company. Employee also hereby assigns and agrees to assign
      to the Company, in perpetuity, all right, title and interest Employee may
      have in and to such Inventions, including without limitation, all
      copyrights, and the right to apply for any form of patent, utility model,
      industrial design or similar proprietary right recognized by any state,
      country or jurisdiction. Employee further agrees, at the Company's request
      and expense, to do all things and sign all documents or instruments
      necessary, in the opinion of the Company, to eliminate any ambiguity as to
      the ownership of, and rights of the Company to, such Inventions, including
      filing copyright and patent registrations and defending and enforcing in
      litigation or otherwise all such rights.
 
 Employee
will not be obligated to assign to the Company any Invention made by Employee
while in the Company's employ which does not relate to any business or activity
in which the Company is or may reasonably be expected to become engaged, except
that Employee is so obligated if the same relates to or is based on Proprietary
Information to which Employee will have had access during and by virtue of
Employee's employment or which arises out of work assigned to Employee by the
Company. Employee will not be obligated to assign any Invention which may be
wholly conceived by Employee after Employee leaves the employ of the Company,
except that Employee is so obligated if such Invention involves the utilization
of Proprietary Information obtained while in the employ of the Company. Employee
is not obligated to assign any Invention that relates to or would be useful in
any business or activities in which the Company is engaged if such Invention was
conceived and reduced to practice by Employee prior to Employee's employment
with the Company. Employee agrees that any such Invention is set forth on
Exhibit “A” to this Agreement.
 
 15.
    Remedies.
      Employee agrees and acknowledges that the violation of any of the
      covenants or agreements contained in Sections 6, 7, and 10 of this
      Agreement would cause irreparable injury to the Company, that the remedy
      at law for any such violation or threatened violation thereof would be
      inadequate, and that the Company will be entitled, in addition to any
      other remedy, to temporary and permanent injunctive or other equitable
      relief without the necessity of proving actual damages or posting a
      bond.
 
 16.
    Severability.
      In case one or more of the provisions contained in this Agreement is for
      any reason held to be invalid, illegal or unenforceable in any respect,
      the parties agree that it is their intent that the same will not affect
      any other provision in this Agreement, and this Agreement will be
      construed as if such invalid or illegal or unenforceable provision had
      never been contained herein. It is the intent of the parties that this
      Agreement be enforced to the maximum extent permitted by
    law.
 
 17.
    Entire
      Agreement.
      This Agreement embodies the entire agreement of the parties relating to
      the subject matter of this Agreement and supersedes all prior agreements,
      oral or written, regarding the subject matter hereof. No amendment or
      modification of this Agreement will be valid or binding upon the parties
      unless made in writing and signed by the
parties.
  5
  
 18.
    Governing
      Law.
      This Agreement is entered into and will be interpreted and enforced
      pursuant to the laws of the State of New Jersey. The parties hereto hereby
      agree that the appropriate forum and venue for any disputes between any of
      the parties hereto arising out of this Agreement shall be any federal
      court in the state where the Employee has his principal place of residence
      and each of the parties hereto hereby submits to the personal jurisdiction
      of any such court. The foregoing shall not limit the rights of any party
      to obtain execution of judgment in any other jurisdiction. The parties
      further agree, to the extent permitted by law, that a final and
      unappealable judgment against either of them in any action or proceeding
      contemplated above shall be conclusive and may be enforced in any other
      jurisdiction within or outside the United States by suit on the judgment,
      a certified exemplified copy of which shall be conclusive evidence of the
      fact and amount of such judgment.
 
 19.
    Surviving
      Terms.
      Sections 4, 6, 7, 10, 11 and 14 of this Agreement shall survive
      termination of this Agreement.
 
 IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
 
 COMPANY:  EMPLOYEE:
 
 LEVEL 8
SYSTEMS, INC.
 
 
 
 By:
____________________________  _______________________________
 Name:        Anthony
Pizi
 Title:
  6
  **EXHIBIT
A**
 
 **INVENTIONS**
 
 
 
 
 
 
 Employee
represents that there are no Inventions.
 
 
 
 _________________
 Employee
Initials
 
  7
  **EXHIBIT
B**
 
 **EXISTING
RESTRICTIVE COVENANTS**
 
  8
  **EXHIBIT
C**
 **Incentive
Compensation**
 
 
 **Revenue
      Range****From**
    **To**
    
    **Variable
      Compensation****Tier
      1**
    $6,000,000
    $8,499,999
    
    
    $200,000**Tier
      2**
    $8,500,000
    $12,499,999
    
    
    $300,000**Tier
      3**
    $12,500,000
    
    
    
    $400,000Performance
      significantly in excess of Tier 3 will achieve an addition reward at thediscretion
      of the Compensation Committee
 
  9