Exhibit
10. 1


 





 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is executed this 1st day of
November, 2002 by and between enherent Corp. (fka PRT Group
Inc.), a Delaware corporation, with its
principal place of business at 12300 Ford Rd., Suite 450, Dallas, Texas, 75234,
with all of its direct and indirect subsidiaries, (the “Employer”) and Robert
D. Merkl, an individual residing at 5419
Ashleigh Road, Fairfax, Virginia 22030 (the “Executive”).


 


RECITALS:


 


A.  Employer
is a global information technology services company.


 


B.  The
Executive is experienced in the information technology services industry and is
currently employed by Employer as Chairman, Chief Executive Officer and
President and desires to continue in those roles for the Employer subject to
the conditions hereinafter set forth.


 


C.  Employer
believes the Executive will contribute to the growth and profitability of the
Employer and desires to continue to employ the Executive as Chairman, Chief
Executive Officer and President.


 


D.  Employer
agrees that it shall not require Executive to engage in any conduct, which
would violate any of the Executive’s post-termination obligations to
Executive’s former employer arising under this Agreement.


 


E.  The
Executive is willing to make his services available to Employer on the terms
and conditions hereinafter set forth.


 


AGREEMENT:


 


Therefore,
in consideration of the premises, mutual covenants and agreements of the
parties contained herein, and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, Employer and the Executive hereby
agree as follows:


 


1)   Employment.  Commencing on November 1, 2002 (the
“Effective Date”), Employer, in reliance on such representations, shall employ
the Executive and the Executive shall accept employment by Employer, upon the
terms and conditions set forth in this Agreement.


 


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2)   Term:  The term of employment (the “Term”) of this
Agreement shall begin on the Effective Date and, except as otherwise provided
in Sections 8, 9, and 10 shall end on December 31, 2003.  The Term of this Agreement shall be fourteen
(14) months and shall not be further extended without the mutual written
consent of the parties.  After completion
of the term, Executive’s employment will be on an at-will basis unless
otherwise agreed in writing by the parties.


 


3)   Duties:  The Executive will serve as the Chairman,
Chief Executive Officer and President of the
Employer.  As Chairman, CEO and President
of the Employer, the Executive shall have the primary responsibility to manage
and direct the day-to-day business of the Employer, including the generation of
income and control of expenses.  In
addition, Executive will be responsible for directing the organization with the
objective of providing maximum profit and return on invested capital;
establishing current and long-range objectives, plans, and policies subject to
the approval of the Board Of Directors ( the Board); and representing the
Employer with its major customers, the financial community and the public. In
addition, Executive will be responsible for establishing current and long-range
objectives, plans, and policies subject to the approval of the Board. The
Executive shall perform such duties as may be reasonably assigned to him by the
Board.  With the consent of the Board,
the Executive may (i) devote a reasonable amount of time and effort to
charitable, industry or community organizations, and (ii) subject further to
the provisions of Section 6, the Executive may serve as a director of
other companies.


 


4)   Compensation:  During the Term, Executive shall be
compensated as follows:


 


a)  Salary.  Executive shall be paid an annual salary of
one hundred ninety-two thousand dollars ($192,000) (the “Annual Base Salary”), to be distributed in
equal periodic semi-monthly installments according to Employer’s customary
payroll practices.  Nothing contained
herein shall be construed to prevent Employer from increasing Executive’s
Annual Base Salary more often than annually. 
The Annual Base Salary will be reviewed annually by the Board and
increased (but not decreased) if the Board, in their discretion, determines an
increase to be appropriate, based on the types of factors the Board usually
takes into account in reviewing executive level salaries, including, but not
limited to, cost-of-living factors.


 


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b)  Annual
Incentive Compensation.  Employer
will provide the Executive with a target bonus opportunity of at least $24,000
per quarter (the “Performance Bonus”) under the quarterly incentive award plan.
The Performance Bonus will be paid to Executive no later than forty-five days
following the end of each quarter, i.e., May 15, August 15, November 15
and February 15.  Performance Bonus
targets will include revenue and earnings before interest, taxes, depreciation
and amortization (EBITDA) and be agreed to in writing by the parties and
attached hereto as Exhibit 2.


 


c)  Employer
will make the Executive eligible for participation in Stock Acquisition and
Retention Program under the terms and conditions applicable to all other
participants, subject to the approval of the Compensation Committee of the
Board of Directors.


 


d)  Certain
Additional Payments and Consideration. 
In addition to the above payments,


 


i)             Stock
Options.  Executive will be eligible to participate in the Employer Stock
Option Plan (“Plan”). All Options are subject to the terms of the Plan and the
Stock Option Award Agreement; provided, however, in the event of a Termination
without Cause of the Executive’s employment by the Employer all incentive stock
options granted that would have vested on or before the end date of this
agreement shall immediately vest and be exerciseable as per the terms of
Section 9 (b) below. In the event of a Termination without Cause of the
Executive’s employment by the Employer all non-qualified stock options that
have not vested as of the date of the termination, shall expire, and all
non-qualified stock options that have vested shall be exercisable pursuant to
the terms of the Plan and the Stock Option Award Agreement. All Options will
vest in three (3) equal annual installments of one-third (1/3) each beginning
one (1) year from their respective grant date. A copy of the Plan and form of
Stock Option Award Agreement is attached hereto as Exhibit 1.  If Executive was an employee of Employer
prior to the Effective Date and has already been granted stock options, all of
Executive’s stock options shall have the same terms as the Options granted
hereunder.


 


ii)            Change
in Control.  Notwithstanding any other provision of the
Plan to the contrary, while Executive’s Options remain outstanding under the
Plan, a Change in Control (as defined below) of Employer shall occur, then all
Options outstanding at the time of such Change in Control shall vest or expire
as set forth in clause 4.E.i above. 
Those Option that vest shall become immediately exercisable in full,
and, at the option of the Compensation Committee of


 


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the Board of Directors, such Options may be cancelled in exchange for a
cash payment or a replacement award of equivalent value.  For purposes of this provision as well as
this Agreement, a “Change in Control” of Employer shall occur upon the
happening of the earliest to occur of the following:


 


(a)  any
“person” as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 (other than (1) Employer, (2) any trustee or other
fiduciary holding securities under an employee benefit plan of Employer or (3)
any corporation owned, directly or indirectly, by the stockholders of enherent
Corp. in substantially the same proportions as their ownership of the common
stock of Employer, is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of
securities of Employer (not including in the securities beneficially owned by
such person any securities acquired directly from Employer or its
affiliates  representing fifty-one
percent (51%) or more of the combined voting power of enherent Corp.’s then
outstanding voting securities;


 


(b)  during
any period of not more than two (2) consecutive years, individuals who at the
beginning of such period constitute the Board (such board of directors being
referred to herein as the “Employer Board”), and any new director (other than a
director designated by a person who has entered into an agreement with Employer
to effect a transaction described in clause (i), (ii) or (iv) of this
Section 5A) whose election by the Employer Board or nomination for
election by Employer’s Stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
then still in office who either were directors at the beginning of the period
of whose election  or nomination for
election was previously so approved (other than approval given in connection
with an actual or threatened proxy or election contest), cease for any reason
to constitute at least seventy percent (70%) of such Employer Board;


 


(c)  the
stockholders of Employer approve a merger or consolidation of Employer with any
other corporation, other than (A) a merger or consolidation which would result
in the voting securities of Employer outstanding immediately prior thereto
continuing to represent (either by remaining outstanding without conversion or
by being converted into voting securities of the surviving or parent entity)
fifty one (51%) or more of the combined voting power of the voting securities
of Employer or such surviving or parent entity outstanding immediately after
such merger or consolidation or (B) a merger or consolidation effected to


 


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implement a recapitalization of enherent Corp. (or similar transaction)
in which no “person” (as hereinabove defined) acquires fifty-one (51%) or more
of the combined voting power of enherent Corp.’s then outstanding securities;
or


 


(d)  the
stockholders of the Employer approve a plan of complete liquidation of the
Employer or an agreement for the sale or disposition by the Employer of all or
substantially all of the Employer’s assets (or any transaction having a similar
effect).


 


5)   Expense
Reimbursement and Other Benefits.


 


a)  Reimbursement
of Expenses.  During the term of
Executive’s employment hereunder, Employer, upon the Executive’s submission of
proper substantiation in accordance with Employer’s standard procedure,
including copies of all relevant invoices, receipts or other evidence
reasonably requested by Employer, by the Executive, shall reimburse the
Executive for all reasonable expenses actually paid or incurred by the
Executive in the course of and pursuant to the business of Employer.


 


b)  Employee
Benefits.  Executive shall
participate in the Employer Employee Benefits Program.


 


c)  Stock
Options.  Executive shall be
included as a participant under the Employer Incentive Stock Option Plan,
eligible to be granted options to acquire shares of Employer’s common
stock.  The number of any options and
terms and conditions of options shall be determined in the sole discretion of
the Board, or applicable committee thereof, and shall be based on several
factors, including the performance of the Employer.


 


d)  Vacation.  During the Term, the Executive will be
entitled to four (4) weeks paid vacation/personal days for each year.  The Executive will also be entitled to the
paid holidays and other paid leave set forth in Employer’s policies.  Vacation days and holidays during any fiscal
year that are not used by the Executive during such fiscal year may not be
carried over and used in any subsequent fiscal year.  Executive will begin to accrue vacation/personal days on the first
day of the month following date of employment at the rate of 1.67 days per
month.  Employer observes ten (10)
holidays each year; six (6) days are designated by Employer (the holiday
schedule is described in Employer’s Summary of Benefits) and four (4)
days, which are selected by Executive.


 


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e)  Retirement
Plan. Executive is eligible to participate in the Employer’s 401(k) Savings
Plan the first day of the month coinciding with, or following employment with
Employer.  The. Employer has a provision
enabling a match of 100% of the first 3% of employee contributions.


 


6)   Restrictions.


 


a)  Non-competition.  During the Term and for a one (1) year
period after the termination of the Term for any reason, the Executive shall
not, directly or indirectly, engage in or have any interest in any sole
proprietorship, partnership, corporation or business or any other person or
entity (whether as an executive, officer, director, partner, agent, security
holder, creditor, consultant or otherwise) that directly or indirectly (or
through any affiliated entity) engages in competition with the Employer (for
this purpose, any business that engages in information technology consulting
services or products similar to those services or products offered by the Employer
and which is actively soliciting the operating units of the clients doing
business with Employer at the time of termination of the Agreement shall be
deemed to be in competition with the Employer provided that such services or
products constitute at least five percent (5%) of the gross revenues of the
Employer at the time of termination of the Agreement); provided that such
provision shall not apply to the Executive’s ownership of or the acquisition by
the Executive, solely as an investment, of securities of any issuer that are
registered under Section 12(b) or 12(g) of the Exchange Act and that are
listed or admitted for trading on any United States national securities
exchange or that are quoted on the NASDAQ Stock Market, or any similar system or
automated dissemination of quotations of securities prices in common use, so
long as the Executive does not control, acquire a controlling interest in or
become a member of a group which exercises direct or indirect control or, more
than five percent (5%) of any class of capital stock of such corporation.


 


b)  Nondisclosure.  During the Term and for a two (2) year
period after the termination of the Term for any reason, the Executive shall
not at any time divulge, communicate, use to the detriment of or for the benefit
of any other person or persons, or misuse in any way, any Confidential
Information (as hereinafter defined) pertaining to the business or the
Employer.  Any Confidential Information
or data now or hereafter acquired by the Executive with respect to the business
of the Employer (which shall include, but not be limited to,


 


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information concerning the Employer’s financial condition, prospects,
technology, customers, suppliers, sources of leads and methods of doing
business) shall be deemed a valuable, special and unique asset of the Employer
that is received by the Executive in confidence and as a fiduciary, and
Executive shall remain a fiduciary to the Employer with respect to all such
information.  For purposes of this
Agreement, “Confidential Information” means information disclosed to the
Executive or known by the Executive as a consequence of or through his
employment by the Employer (including information conceived, originated,
discovered or developed by the Executive) prior to or after the date hereof,
and not generally know, about the Employer or its or their respective
businesses.  Notwithstanding the
foregoing, nothing herein shall be deemed to restrict the Executive from
disclosing Confidential Information that the Executive clearly demonstrates was
or became generally available to the public other than as a result of
disclosure by the Executive.


 


c)  Non-solicitation
of Employees and Clients.  During
the Term and for a one (1) year period after the termination of the Term for
any reason, the Executive shall not directly or indirectly, for himself or for
any other person, firm, corporation, partnership, association or other entity,
other than in connection with the performance of Executive’s duties under this
Agreement, (i) solicit for employment or attempt to employ or enter into any
contractual arrangement with any employee or former employee or independent
contractor of Employer, unless such employee or former employee or former
independent contractor, has not been employed by Employer for a period in
excess of six (6) months, (ii) call on or solicit any of the operating units of
the clients doing business with Employer as of the termination of the Term for
any reason on behalf of any person or entity in connection with any business
competitive with the business of Employer, and/or (iii) make known the names
and addresses of such customers (unless the Executive can clearly demonstrate
that such information was or became generally available to the public other
than as a result of a disclosure by the Executive.


 


d)  Ownership
of Developments.  All copyrights,
patents, trade secrets, or other intellectual property rights associated with
any ideas, concepts, techniques, inventions, processes, or works of authorship
developed or created by Executive during the course of performing work for
Employer or its customers (collectively, the “Work Product”) shall belong
exclusively to Employer and shall, to the extent possible, be considered a work
made by the Executive for hire for Employer within the meaning of Title 17 of
the United States Code.  To


 


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the extent the Work Product may not be considered work made by the
Executive for hire for Employer, the Executive agrees to assign, and
automatically assign at the time of creation of the Work Product, without any
requirement of further consideration, any right, title, or interest that
Executive may have in such Work Product. 
Upon the request of Employer, the Executive shall take such further
actions, including execution and delivery of instruments of conveyance, as may
be appropriate to give full and proper effect to such assignment.


 


e)  Books
and Records.  All books, records,
and accounts relating in any manner to the customers of Employer, whether
prepared by the Executive or otherwise coming into the Executive’s possession,
shall be the exclusive property of Employer and shall be returned immediately
to Employer on termination of the Executive’s employment hereunder or on
Employer’s request at any time.


 


f)  Acknowledgment
by Executive. The Executive acknowledges and confirms that (i) the
restrictive covenants contained in this Section 6(f) are reasonably
necessary to protect the legitimate business interest of Employer including the
legitimate interests of the Employer, and (ii) the restrictions contained in
this Section 6(f) (including without limitation the length of the term of
the provisions of this Section 6(f) are not over broad, over long, or
unfair and are not the result of overreaching, duress or coercion of any
kind.  The Executive further
acknowledges and confirms that his full, uninhibited and faithful observance of
each of the covenants contained in this Section 6(f) will not cause him
any undue hardship, financial or otherwise, and that enforcement of each of the
covenants contained herein will not impair his ability to obtain employment
commensurate with his abilities and on terms fully acceptable to him or
otherwise to obtain income required for the comfortable support of him and his
family and the satisfaction of the needs of his creditors.  The Executive acknowledges and confirms that
his special knowledge of the business of the Employer is such as would cause
Employer serious injury or loss if he were to use such ability and knowledge to
the benefit of a competitor or were to compete with the Employer in violation
of the terms of this Section 6(f). 
The Executive further acknowledges that the restrictions contained in
this Section 6 are intended to be, and shall be, for the benefit of and
shall be enforceable by, Employer’s successors and assigns.


 


g)  Reformation
by Court.  In the event that a court
of competent jurisdiction shall determine that any provision of this
Section 6 is invalid or more restrictive than permitted under the
governing law of such jurisdiction, then only as to enforcement of this
Section 6 within the


 


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jurisdiction of such court, such provision shall be interpreted and enforced
as if it provided for the maximum restriction permitted under such governing
law.


 


h)  Extension
of Time.  If the Executive shall be
in violation of any provision of this Section 6 then each time limitation
set forth in this Section 6 shall be extended for a period of time equal
to the period of time during which such violation or violations occur.  If Employer seeks injunctive relief from
such violation in any court, then the covenants set forth in this Section 6
shall be extended for a period of time equal to the pendency of such proceeding
including all appeals by the Executive.


 


i)  Survival.  The provisions of this Section 6 shall
survive the termination of this Agreement, as applicable.


 


7)   Disability.  If during the Term Executive is unable to
perform his services by reason of illness or incapacity, for a period of sixty
(60) consecutive days or three (3) months out of any six (6) month period.  Employer may, at its option, upon written
notice to Executive, terminate the Term and his employment hereunder.  In the event of disability of the Executive
as defined in this Section 7, employer shall continue to pay seventy-five
percent (75%) of Executive’s then current salary and benefits for the lesser of
one (1) year or the remainder of the Term.


 


8)   Termination
for Cause.


 


a)  Employer
shall have the right to terminate the Term and the Executive’s employment
hereunder for Cause (as defined below). 
Upon any termination pursuant to this Section 8, Employer shall pay
to the Executive any unpaid Annual Base Salary through the effective date of
termination specified in such notice. 
Employer shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 5(a)).


 


b)  For
purposes hereof, the term “Cause” shall mean the Executive’s conviction of a
felony, the Executive’s personal dishonesty directly affecting the Employer,
willful misconduct (which shall require prior written notice to the Executive
from the Board unless not curable or such misconduct is materially injurious to
Employer), breach of a fiduciary duty involving personal profit to the
Executive or intentional failure to substantially perform his duties after written
notice to the Executive from the Board (and a reasonable opportunity to cure
such


 


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failure) that, in the reasonable judgment of the Board, the Executive
has failed to perform specific duties.


 


9)   Termination
Without Cause.


 


a)  At
any time Employer shall have the right to terminate the Term and the
Executive’s employment hereunder by written notice to the Executive.  Any  demotion resulting in a material adverse change in
the duties, responsibilities or role, or reporting relationships of the
Employee shall be treated as a termination without cause of the Executive.  If the Executive is a licensed professional,
e.g., Certified Public Accountant or attorney-at-law, then any situation where
the Executive is asked to take, certify or sanction any course of action which
such licensed professional Executive is prohibited from doing by his/her
profession’s rules, regulations, or code of ethics and such action or refusal
to take such action in any way leads to the Executive’s termination or
resignation, then such termination shall be treated as a Termination Without
Cause or Termination for Good Reason as defined herein.


 


Upon
any termination pursuant to this Section 9 (that is not a termination
under any of Sections 7, 8, or 10), Employer shall continue to pay (through
Employer’s regularly scheduled payroll) to the Executive (A) the Annual Base
Salary at the date of termination for eight (8) months and (B) pay, within
forty-five (45) days of the last day of employment, any earned Performance
Bonus prorated as of the date of termination.    Employer shall also continue to pay the Employer portion of
premiums for the same or substantially similar Welfare Benefits and the Executive
shall be entitled to the other benefits set forth in Section 5(b) and (e)
for the remainder of the Term.  In the
event such entitlement is not allowed by law, the Executive shall be entitled
to the cash equivalent of that benefit.


 


b)  The
Options and any previously granted or subsequently granted incentive stock
options shall immediately vest and be exercisable pursuant to the terms of the
Plan and the Stock Option Award Agreement, all non-qualified stock options that
have not vested as of the date of the termination, shall expire, and all non-qualified
stock options that have vested shall be exercisable pursuant to the terms of
the Plan and the Stock Option Award Agreement. Said vested stock options shall
be exerciseable and may be sold by Executive subject to no restrictions by
Employer (other than those imposed by the Employer’s then current insider
trading policy or by federal and state securities laws).


 


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c)  The
Employer shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination,
subject, however, to the provisions of Section 5(a).  The Executive shall be entitled to receive
all severance payments and benefits hereunder regardless of any future employment
undertaken by the Executive.


 


10)   Termination
by Executive.


 


a)  The
Executive shall at all times have the right upon thirty (30) days prior written
notice to Employer, to terminate the Term and his employment hereunder.


 


b)  Upon
any termination pursuant to this Section 10 by the Executive without Good
Reason (as defined below),  Employer
shall pay to the Executive any unpaid Annual Base Salary through the effective
date of termination specified in such notice. 
Employer shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 5(a)).


 


c)  Upon
any termination pursuant to this Section 10 by the Executive for Good Reason,
Employer shall pay to the Executive the same amounts that would have been
payable by Employer to the Executive under Section 9 of this Agreement as
if the Executive’s employment had been terminated by Employer without Cause.  Employer shall have no further liability
hereunder (other than for reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however, to the provisions
of Section 5(a)).


 


d)  For
purposes of this Agreement, “Good Reason” shall mean:


 


i)             the
assignment to the Executive of any duties inconsistent in any material respect
with the Executive’s position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by
Section 3 of this Agreement, or any other action by Employer which results
in a material diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by Employer
promptly after receipt of notice thereof given by the Executive.


 


ii)            any
failure by Employer to comply with any of the material provisions of
Section 4 of this Agreement, other than an isolated, insubstantial and
inadvertent failure not


 


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occurring in bad faith and which is remedied by Employer promptly after
receipt of notice thereof given by the Executive; or


 


iii)           in the
event that (A) a Change in Control (as defined in Section 4 hereof) in
Employer shall occur during the Term and (B) prior to the earlier of the
expiration of the Term and six (6) months after the date of the Change in
Control, the Term and Executive’s employment with Employer is terminated by
Employer, or new employer as the case may be, without Cause, as defined in
Section 9(b) (and other than pursuant to Section 7 by reason of the
Executive’s death or the Executive’s disability) or the Executive terminates
the Term and his employment for Good Reason, as defined in Section 11(d)(i)
or (ii).


 


11)   Waivers.  It is understood that either party may waive
the strict performance of any covenant or agreement made herein; however, any
waiver made by a party hereto must be duly made in writing in order to be
considered a waiver, and the waiver of one covenant or agreement shall not be
considered a waiver of any other covenant or agreement unless specifically in
writing as aforementioned.


 


12)   Savings
Provisions.  The invalidity, in
whole or in part, of any covenant or restriction, or any section, subsection,
sentence, clause, phrase or word, or other provisions of this Agreement, as the
same may be amended from time to time shall not affect the validity of the
remaining portions thereof.


 


13)   Governing
Law.  This Agreement shall be
construed in accordance with and governed by the laws of the State of Texas
without giving effect to its choice of law provision.


 


14)   Notices.  If either party desires to give notice to
the other in connection with any of the terms and provisions of this Agreement,
said notice must be in writing and shall be deemed given when (a) delivered by
hand (with written confirmation of receipt); (b) sent by facsimile (with
written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addresses, if sent
by a nationally recognized overnight delivery service) receipt requested), in
each case addressed to the party for whom it is


 


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intended as follows (or such other addresses as either party may
designate by notice to the other party, at the Parent Employer’s or Employer’s
then principal executive offices):


 


	
   

  	
  If to Employer:

  	
  enherent Corp.

  
	
   

  	
   

  	
  80 Lamberton Road

  
	
   

  	
   

  	
  Windsor, CT 06095

  
	
   

  	
   

  	
  Attn:  Clifford Dickman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Executive:

  	
  Robert D. Merkl

  
	
   

  	
   

  	
  5419 Ashleigh Road

  
	
   

  	
   

  	
  Fairfax, VA  22030

  



 


15)   Default.  In the event either party defaults in the
performance of its obligations under this Agreement, the non-defaulting party
may, after giving 30 days’ notice to the defaulting party to provide a
reasonable opportunity to cure such default, proceed to protect its rights by
suit in equity, action or law, or, where specifically provided for herein, by
arbitration, to enforce performance under this Agreement or to recover damages
for breach thereof, including all costs and attorneys’ fees, whether settled
out of court, arbitrated, or tried (at both trial and appellate levels).


 


16)   No
Third Party Beneficiary.  Nothing
expressed or implied in this Agreement is intended, or shall be construed, to
confer upon or give any person other than Employer, the parties hereto and
their respective heirs, personal representatives, legal representatives,
successors and assigns, any rights or remedies under or by reason of this
Agreement.


 


17)   Waiver
of Jury Trial.  All parties
knowingly waive their rights to request a trial by jury in any litigation in
any court of law, tribunal or legal proceeding involving the parties hereto or
any disputes arising out of or related to this Agreement.  Any controversy of claim arising out of this
Agreement, its enforcement or interpretation, or alleged breach default or
misrepresentation in connection with any of its provisions, shall be submitted
to binding arbitration before JAMS-Endispute in accordance with its rules and
procedures for arbitration of employment disputes.  The costs of arbitration, including but not limited to, the
filing fees, shall be paid for by the Employer.  The Employer shall also be responsible for payment of its own


 


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attorneys’ fees and shall pay the attorney’s fees of the Employee up to
a maximum of twenty-five thousand dollars ($25,000.00).


 


18)   Successors.  This Agreement shall inure to the benefit of
and be binding upon the Executive and the Executive’s assigns, heirs,
representatives or estate.


 


19)   Indemnification.  In the event of a lawsuit, such as but not
limited to a shareholder suit, after Executive’s departure from the Employer,
or termination of this Agreement for Cause or Termination without Cause, the
Employer shall reimburse, the Executive from all reasonable travel costs and
out-of-pocket expenses incurred by Executive in assisting in the defense of
such post-employment suit.  In addition,
the Employer shall to the fullest extent allowed under its Amended and Restated
Certificate of Incorporation and to the fullest extent permitted by law
indemnify, defend and hold harmless Executive form any reasonable legal fees
incurred in Executive’s assistance in the defense of or damages awarded against
Executive from such post-employment lawsuit.


 


20)   Press
Releases.  The executive will be
given the opportunity to review and comment upon any press release announcing
his departure from the Employer. 
Employer shall not be obligated to withdraw or revise such press release
as a result of the Executive’s comments.


 


IN
WITNESS WHEREOF, by its appropriate officer, signed this Agreement and
Executive has signed this Agreement, as or the day and year first above
written.


 


	
   

  	
  AGREED TO BY:

  	
   

  	
  AGREED TO BY:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Executive

  	
  Robert D. Merkl

  	
   

  	
  enherent Corp.

  
	
   

  	
   

  	
   

  	
  Irwin Sitkin

  
	
   

  	
   

  	
   

  	
  Chairman, Compensation Committee

  
	
   

  	
   

  	
   

  	
  Board of Directors

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
									



 


14

















 


EXHIBIT 2


 


PERFORMANCE BONUS TARGETS


 




	
  QUARTER TARGETS

  	
   

  	
  OR

  	
   

  	
  CUMULATIVE
  TARGET

  	
   

  
	
  4Q02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVENUE

  	
   

  	
  4,400,000

  	
   

  	
   

  	
   

  	
  REVENUE

  	
   

  	
  4,400,000

  	
   

  
	
  EBITDA

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  EBITDA

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1Q03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVENUE

  	
   

  	
  3,750,000

  	
   

  	
   

  	
   

  	
  REVENUE

  	
   

  	
  8,150,000

  	
   

  
	
  EBITDA

  	
   

  	
  (60,190

  	
  )

  	
   

  	
   

  	
  EBITDA

  	
   

  	
  (60,190

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2Q03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVENUE

  	
   

  	
  4,560,000

  	
   

  	
   

  	
   

  	
  REVENUE

  	
   

  	
  12,710,000

  	
   

  
	
  EBITDA

  	
   

  	
  202,700

  	
   

  	
   

  	
   

  	
  EBITDA

  	
   

  	
  142,510

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3Q03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVENUE

  	
   

  	
  5,580,000

  	
   

  	
   

  	
   

  	
  REVENUE

  	
   

  	
  18,290,000

  	
   

  
	
  EBITDA

  	
   

  	
  577,700

  	
   

  	
   

  	
   

  	
  EBITDA

  	
   

  	
  720,210

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4Q03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVENUE

  	
   

  	
  5,600,000

  	
   

  	
   

  	
   

  	
  REVENUE

  	
   

  	
  23,890,000

  	
   

  
	
  EBITDA

  	
   

  	
  607,700

  	
   

  	
   

  	
   

  	
  EBITDA

  	
   

  	
  1,327,910

  	
   

  






 


15