Exhibit
10.60


 


EMPLOYMENT
AGREEMENT


 


EMPLOYMENT
AGREEMENT (the “Agreement”), dated as of January 1, 2003 (the “Effective
Date”), by and between, AXS-One Inc., a Delaware corporation (the “Company”)
and Gennaro Vendome (the “Executive”).


 


W
I T N E S S E T H:


 


WHEREAS,
prior to the Effective Date the Executive was employed by the Company pursuant
to an employment agreement, dated November 18, 1991 (the “Prior Agreement”);


 


WHEREAS, on and
after the Effective Date, the Company and the Executive desire to enter into
this Agreement as to the terms of his employment with the Company; and


 


WHEREAS, this
Agreement shall supersede any prior agreement (whether written or oral) entered
into between the Executive and the Company prior to the Effective Date,
including, without limitation, the Prior Agreement.


 


NOW,
THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
parties agree as follows:


 


1.                                       Term of Employment.  Except
for earlier termination as provided in Section 8 hereof, Executive’s employment
under this Agreement shall be for a two (2) year term (the “Initial Employment
Term”) commencing on the Effective Date. 
Subject to Section 8 hereof, the Initial Employment Term shall be
automatically extended for additional terms of successive one (1) year periods
(the “Additional Employment Term”) unless the Company or Executive gives
written notice to the other at least 90 days prior to the expiration of the
then Initial Employment Term or Additional Employment Term of the termination
of Executive’s employment hereunder at the end of such Employment Term.  The Initial Employment Term and the
Additional Employment Term shall be referred to herein as the “Employment
Term.”


 


2.                                       Positions/Duties.  (a)     Executive shall serve as Executive Vice President of Sales,
Marketing and Consulting for North America or a similar position.  Upon termination of Executive’s employment
for any reason, Executive shall immediately resign from any other offices within
the Company (or any subsidiary) that Executive may then hold.


 


(b)                                 Executive shall report to the
Chief Executive Officer of the Company or his designee (“CEO”).


 


(c)                                  During the Employment Term,
Executive shall devote substantially all of his business time and best efforts
on a full time basis to the performance of his duties hereunder and to the
performance of such duties as are assigned to the Executive from time to time
by the CEO; provided, however, the Executive shall be permitted, to the extent
that such activities do not create a conflict of interest with the Company or
materially interfere with the performance of 


 

















 


his
duties and responsibilities hereunder, to manage his personal and family
financial affairs and to serve on civic, not-for-profit or charitable industry
boards and advisory committees.  The
Executive may serve on non-competing for-profit boards and advisory committees
with the prior written consent of the CEO.


 


3.                                       Base Salary.  During the Employment Term, the
Company shall pay the Executive a base salary at the annual rate of $225,000
(“Base Salary”), which shall be payable in accordance with the usual payroll
practices of the Company.


 


4.                                       Incentive Compensation.  During
the Employment Term, the Executive shall be eligible to receive an annual
discretionary bonus based on the attainment of performance goals established by
the Board (or the Compensation Committee thereof), in its sole discretion.


 


5.                                       Employee Benefits and Vacation.  (a)    During the Employment Term, the Executive
shall be entitled to participate in all employee benefit plans, fringe benefits
and perquisites generally provided to executives of the Company at a level
commensurate with his position.


 


(b)                                 During the Employment Term, the
Executive shall be entitled to vacation each year in accordance with the
Company’s policies in effect from time to time, but in no event more than 20
days paid vacation per calendar year. 
Such vacation days shall be used at times and dates reasonably
acceptable to the Company and the Executive.


 


6.                                       Business Expenses.  The
Company shall reimburse Executive for the reasonable travel, entertainment and
other business expenses incurred by Executive in the performance of his duties
hereunder, subject to approval by the Company, in accordance with the Company’s
normal expense reimbursement policies applicable to its employees in general
and to executives of the same or equivalent rank.


 


7.                                       Excise Tax Provisions.  The
provisions of Exhibit A shall apply.


 


8.                                       Termination.  (a)    The employment of the Executive under this Agreement shall
terminate upon the earliest to occur of any of the following events:


 


(i)                                     the death of the Executive;


 


(ii)                                  the termination of the
Executive’s employment by the Company due to the Executive’s Disability
pursuant to Section 8(b) hereof;


 


(iii)                               the termination of the
Executive’s employment by the Company without Cause pursuant to Section 8(f)
hereof;


 


(iv)                              the termination of employment by
the Executive for Good Reason within one (1) year after a Change in Control
pursuant to Section 8(c) hereof;


 


(v)                                 the voluntary resignation by the
Executive for any reason pursuant to Section 8(d) hereof;


 


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(vi)                              the termination of the
Executive’s employment by the Company for Cause pursuant to Section 8(e)
hereof; or


 


(vii)                           non-renewal of the Employment
Term in accordance with Section 1.


 


(b)                                 Disability.  If by reason of physical or mental illness or incapacity the
Executive is unable to carry out his material duties pursuant to this Agreement
for more than 90 days during any rolling 12-month period, the Company may
terminate Executive’s employment for “Disability.”  Such termination shall be upon 30 days written notice by a notice
of Disability termination, at any time while the Executive is unable to carry
out his duties as a result of such Disability.


 


(c)                                  (i)                                     Termination for Good Reason.  A termination for Good Reason means a termination by the
Executive by written notice in accordance with subsection (ii) below given
within 45 days after the occurrence of the Good Reason event, unless such
circumstances are fully corrected by the Company as provided in subsection (ii)
below.  For purposes of this Agreement,
“Good Reason” shall mean the occurrence of any of the following circumstances
without the Executive’s express written consent, which occurs within one (1)
year after a Change in Control (as defined in Section 11):  (i) any material diminution in the
Executive’s then positions or titles, or the Executive’s removal from (other
than a voluntary resignation by the Executive or a mandatory resignation in
accordance with Section 2(a)), or failure to be re-elected to, the Board; (ii)
a material diminution of his then duties, responsibilities or authority; (iii)
any decrease in the Executive’s Base Salary (other than an across-the-board
decrease, which impacts other executives of the Company); or (iv) any material
breach by the Company of any material provision of this Agreement.  The Executive shall not be entitled to
resign for Good Reason prior to a Change in Control.


 


(ii)                                  Notice of Termination for Good
Reason.  The Executive must provide the Company with
a notice of termination for Good Reason, which shall indicate the specific
termination provision in subsection (i) relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination for Good Reason.  The
failure by Executive to assert any facts or circumstances which contribute to
the showing of Good Reason shall not waive any right of the Executive hereunder
or preclude the Executive from asserting such fact or circumstance in enforcing
his rights hereunder.  The notice of
termination for Good Reason shall provide for a date of termination not less
than 30 nor more than 60 days after the date such notice is given.  The Company shall have 30 days from the
receipt of such notice of termination to cure the facts and circumstances
leading to the giving of such notice.


 


(d)                                 Voluntary Resignation by the
Executive without Good Reason.  The Executive may voluntarily resign without
Good Reason upon 120 days prior written notice to the Company.


 


(e)                                  (i)                                     Cause.  A termination for Cause means a termination by the Company in
accordance with subsection (ii) below, unless such circumstances are fully
corrected by the Executive as provided in subsection (ii) below.  For purposes of this Agreement, the term 


 


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“Cause”
shall mean: (i) substantial and continuing failure of Executive to render
services to the Company in accordance with his assigned duties; (ii) willful
misconduct or gross negligence of the Executive with regard to the Company or
in connection with his assigned duties; (iii) the Executive’s conviction of, or
plea of nolo contendere,
to a felony (other than a felony involving a traffic violation); (iv) the
Executive’s disloyalty, gross negligence, dishonesty or breach of fiduciary
duty; (v) the commission by Executive of an act of fraud, embezzlement or
willful disregard of the rules or policies of the Company, any of which results
in loss, damage or injury to the Company, whether directly or indirectly; or
(vi) a material breach by the Executive of any provision of this Agreement or
any other material breach of any agreement entered into with the Company.  For purposes of this paragraph, no act, or
failure to act, on the Executive’s part shall be considered “willful” unless
such act, or failure to act, is in bad faith and without reasonable belief that
his action or omission was in the best interests of the Company.


 


(ii)                                  Notice of Termination for Cause.  The Company shall provide the Executive with a notice of
termination for Cause, which shall indicate the specific termination provision
in subsection (i) relied upon and shall set forth in reasonable detail the
facts and circumstances which provide for a basis for termination for
Cause.  The date of termination for a
termination for Cause shall be the date indicated in the notice of termination.  The Executive shall have 30 days from the
receipt of such notice of termination to cure (if curable) the facts and
circumstances leading to the giving of such notice.


 


(f)                                    Other Terminations.  Except as otherwise provided herein, the Company may terminate
the Executive’s employment upon 30 days prior written notice to the Executive
for reasons other than Cause or for no reason.


 


9.                                       Consequences of Termination of Employment.


 


(a)                                  Death.  If the Executive’s employment is terminated by reason of the
Executive’s death, the Employment Term shall terminate without further
obligations to the Executive’s legal representatives under this Agreement
except for:  (i) any bonus if declared
or earned but not yet paid for a completed fiscal year (the “Unpaid Bonus”),
any amount of Base Salary earned but unpaid, through the date of the
Executive’s death, and any unreimbursed business expenses payable pursuant to
Section 6, which amounts shall be promptly paid in a lump sum to Executive’s
estate (collectively the “Accrued Amounts”); and (ii) any other amounts or
benefits owing to the Executive under the then applicable employee benefit or
equity plans of the Company in accordance with the terms of such plans.


 


(b)                                 Disability.  If Executive’s employment is terminated by reason of the
Executive’s Disability, the Executive shall be entitled to receive the payments
and benefits to which his representatives would be entitled in the event of a
termination of employment by reason of his death.


 


(c)                                  Termination by the Company
without Cause.  If the Executive’s employment is terminated
by the Company without Cause, subject to the Executive’s execution of a release
as provided in subsection (g) below, the Executive shall receive the following
payments and benefits: (A) continued payment of the Executive’s Base Salary in
effect at the date of termination for 18 months, which shall be payable in
equal monthly installments; (B) 


 


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payment
of the Executive’s (and his dependents’) Consolidated Omnibus Budget and
Reconciliation Act of 1985, as amended (“COBRA”) coverage premiums to the
extent, and so long as, they remain eligible for COBRA for up to 18 months,
provided, however, such payments shall cease if the Executive becomes eligible
to receive medical coverage from a subsequent employer; and (C) any other
amounts or benefits owing to the Executive under the then applicable employee
benefit or equity plans of the Company, in accordance with the terms of such
plans.  The Executive shall also
promptly receive the Accrued Amounts.


 


(d)                                 Termination by Executive for
Good Reason or Termination by Company without Cause after a Change in Control.  Upon the Executive’s termination of employment for Good Reason,
or a termination of the Executive’s employment without Cause, in each case
within one (1) year after the occurrence of a Change in Control, subject to the
Executive’s execution of a release as provided in subsection (g) below, the
Executive shall receive all of the payments and benefits provided in subsection
(c) above, provided, however, in lieu of the payments provided in subsection
(c)(A) above, the Company shall pay to the Executive a lump sum payment equal
to two (2) times the Executive’s Base Salary in effect on the date of
termination, which shall be paid within 10 days after termination.


 


(e)                                  Termination for Cause; Voluntary
Resignation without Good Reason; or Non-Extension of Employment Term by
Executive.  If the Executive’s employment hereunder is
terminated by the Company for Cause, by the Executive without Good Reason or as
a result of non-extension of the Employment Term by the Executive, the
Executive shall be entitled to receive only the Accrued Amounts, provided,
however, if the Executive’s employment is terminated by the Company for Cause,
the Executive shall not receive the Unpaid Bonus.  The Executive’s rights under all employee benefit and equity
plans shall be determined in accordance with the applicable plan.


 


(f)                                    Non-Extension of Employment Term
by the Company.  If the Executive’s employment is terminated
as a result of a non-extension of the Employment Term by the Company, the
Executive shall receive the payments and benefits to which he would be entitled
had his employment been terminated in accordance with subsection (c) above.


 


(g)                                 Release.  The Executive (or his estate) shall not be entitled to receive
the payments and benefits set forth in this Section 9 unless Executive executes
a general release (in a form reasonably prescribed by the Company) of all
claims whether known or unknown that the Executive may then have against the
Company and its affiliates.  The payment
of the Accrued Amounts shall not be contingent on the Executive’s execution of
such release.


 


10.                                 No Mitigation; No Offset.  In the
event of any termination of employment hereunder, the Executive shall be under
no obligation to seek other employment and there shall be no offset against any
amounts due the Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that the Executive may obtain.  Any amounts due under Section 9 are in the nature
of severance payments and are not in the nature of a penalty.  Such amounts are inclusive, and in lieu of,
any amounts payable under any other salary continuation or severance arrangement
of the Company and to the extent paid or provided under any other such
arrangement, shall be offset from the amount due hereunder.


 


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11.                                 Change in Control.  (a)    For purposes of this Agreement, the term
“Change in Control” shall mean the occurrence of any one of the following
events:


 


(i)                                     any “person” as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (other than the Company, any trustee or other
fiduciary holding securities under any employee benefit plan of the Company, or
any company owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of Common Stock of the
Company), becoming the owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 30% or more
of the combined voting power of the Company’s then outstanding securities
(including, without limitation, securities owned at the time of any increase in
ownership);


 


(ii)                                  during any period of two (2)
consecutive years, individuals who at the beginning of such period constitute
the Board, and any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect a transaction
described in subsection (i), (iii), or (iv) of this section) or a director
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the
Board whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the beginning of the two year
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority of the Board;


 


(iii)                               upon the merger or consolidation
of the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation, provided, however, that a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which
no person acquires more than 50% of the combined voting power of the Company’s
then outstanding securities shall not constitute a Change in Control of the
Company; or


 


(iv)                              upon the stockholders’ of the
Company approval of a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets other than the sale of all or substantially all of
the assets of the Company to a person or persons who beneficially own, directly
or indirectly, at least 50% or more of the combined voting power of the
outstanding voting securities of the Company at the time of the sale.


 


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12.                                 Restrictive Covenants.  (a)    Executive acknowledges and agrees that as
a result of his employment by the Company, the Executive had obtained, and will
continue to have the opportunity to obtain, confidential information as to the
Company and its affiliates and they will suffer substantial damage, which would
be difficult to ascertain, if the Executive should use such confidential
information and that because of the nature of the information that is, and will
be, known to the Executive it is necessary for the Company and its affiliates
to be protected by the confidentiality restrictions set forth herein.  Executive further acknowledges and agrees with
the Company that, as a result of his employment by the Company, the Executive
has had, and will continue to have, the opportunity to develop relationships
with existing employees, customers and other business associates of the
Company, which relationships constitute “goodwill” of the Company and its
affiliates, and the Executive acknowledges and agrees that the Company and its
affiliates would be irreparably damaged if the Executive were to take actions
that would damage or misappropriate such “goodwill.”


 


(b)                                 Confidential Information.  During and after the Employment Term, the Executive shall not use
for his own benefit or disclose to any third-party any Confidential Information
(as defined below) relating to the Company or its affiliates (and their respective
businesses), obtained by the Executive during his employment by the
Company.  For purposes of this
Agreement, Confidential Information means: (i) any information which is
proprietary or unique to the Company or its affiliates (or their businesses),
including, but not limited to, trade secret information, matters of a technical
nature such as processes, systems, functional specifications, blueprints,
computer programs, know-how, improvements, discoveries, designs, inventions,
devices, techniques, data and formulas, research subjects and results; (ii)
information of a strategic nature, including, but not limited to, any
information with respect to marketing methods, plans and strategies,
distribution channels, forecasts, products, operations, revenues, unpublished
financial statements, expenses, budgets, projections, profits, sales, key
personnel, customers (including customer lists and customer contacts),
suppliers, costs and pricing policies; (iii) information as to employees and
consultants, including, but not limited to, capabilities, competence, status
with the Company and compensation levels; and (iv) any information the Company
or an affiliate has indicated to the Executive in an unambiguous writing is
confidential.  Confidential Information
shall not include information: (x) that is otherwise public knowledge or known
within the applicable industry, (y) disclosed in connection with performance of
the Executive’s duties hereunder as the Executive deems in good faith to be
necessary to be so disclosed or (z) compelled pursuant to the order of a court
or other governmental or legal body having jurisdiction over such matter.  In the event the Executive is compelled by
order of a court or other governmental or legal body to communicate or divulge
any Confidential Information to anyone other than the foregoing, the Executive
shall promptly notify the Company’s General Counsel of any such order so that
the Company may seek a protective order.


 


(i)                                     Upon termination of the
Executive’s employment with the Company, or at any time as the Company may
request, the Executive shall promptly deliver to the Company, as requested, all
documents (whether prepared by the Company, an affiliate, the Executive or a
third party) relating to the Company, any affiliate or any of their businesses
or property which the Executive may possess or have under his direction or
control, including, without limitation, his rolodex or similar telephone and
address directories, but other than documents provided to the Executive in his
capacity as a participant in any employee benefit


 


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plan of the Company and any agreement by and
between Executive and the Company with regard to the Executive’s employment or
severance.


 


(c)                                  Non-Competition.  During the Employment Term and for a period thereafter equal to
the longer of (i) twelve (12) months or (b) the period in which the Executive’s
Base Salary is continuing to be paid under Section 9(c) or 9(f), as and if
applicable, Executive shall not, directly or indirectly, as an individual
proprietor, partner, stockholder, officer, employee, director, joint venturer,
investor, lender, consultant or in any capacity whatsoever, engage in any
activity related to software that is competitive with any software marketed by
the Company or any of its affiliates within the twenty-four (24) month period
prior to the termination of the Employment Term.  Nothing herein shall prevent the Executive from: (i) a passive
ownership interest of not more than five percent (5%) of the total outstanding
stock of a publicly held company; or (ii) engaging in any activity with the
prior written consent of the Board.


 


(d)                                 Non-solicitation/Nondisparagement.  Executive agrees that during the Employment Term and for a
period thereafter equal to the longer of (i) twelve (12) months or (b) the
period in which the Executive’s Base Salary is continuing to be paid under
Section 9(c) or 9(f), as and if applicable, the Executive shall not, directly
or indirectly, either for himself or for any other person or entity: (i) hire,
retain, recruit, solicit or induce any: (A) non-clerical employee of the
Company or any affiliate, to terminate (or otherwise reduce) their relationship
with the Company or any affiliate or (B) former non-clerical employee whose
employment with the Company or any affiliate terminated within six (6) months
of such solicitation or contact, for the purpose of employing or making use of
the services of such individual; (ii) solicit or induce any person or entity
(including, without limitation, any customer or supplier) to terminate, or
otherwise to cease, reduce, or diminish in any way its relationship (or
prospective relationship) with the Company or any affiliate; or (iii) make any
disparaging statements concerning the Company or any affiliate or their
officers, directors or employees, to the public or any vendor, supplier,
customer, distributor, employee, consultant or other business associate of the
Company or affiliate. Notwithstanding the foregoing, nothing herein shall prevent
the Executive from placing general advertisements or otherwise generally
advertising for employees, or serving as a reference for an employee of the
Company.


 


(e)                                  Executive understands that the
foregoing restrictions may limit the Executive’s ability to earn a livelihood
in a business similar to the business of the Company, but the Executive
nevertheless believes that the Executive has received, and will continue to
receive, sufficient consideration and other benefits as provided hereunder to
clearly justify such restrictions which, in any event (given the Executive’s
education, skills and ability), the Executive does not believe would prevent
him from otherwise earning a living.


 


(f)                                    Notwithstanding the foregoing,
if at any time a court holds that the restrictions provided herein are
unreasonable or otherwise unenforceable under circumstances then existing, the
parties hereto agree that the maximum period, scope or geographic area
determined to be reasonable under such circumstances by such court shall be
substituted for the stated period, scope or area provided herein.


 


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(g)                                 In the event of a breach or
potential breach of this Section 12, the Executive acknowledges that the
Company and its affiliates will be caused irreparable injury and that money
damages may not be an adequate remedy and agree that the Company and its
affiliates shall be entitled to injunctive relief (in addition to its other
remedies at law) to have the provisions of this Section 12 enforced.  In the event of a material breach of this
Section 12 by the Executive, the Executive shall promptly repay to the Company
any payments the Executive received pursuant to Section 9 (other than Accrued
Amounts), and the Company shall have no further obligation to the Executive
(and/or his dependents) under this Agreement.


 


13.                                 Assignment of Inventions.


 


(a)                                  The Executive acknowledges and
agrees that all ideas, methods, inventions, discoveries, improvements, work
products or developments (“Inventions”), whether patentable or unpatentable,


 


(i)                                     that relate to the Executive’s
work with the Company, made or conceived by the Executive, solely or jointly
with others, while employed by the Company; provided that any Inventions which
are made, disclosed, reduced to tangible or written form or description or are
reduced to practice by the Executive after the Employment Term and which
pertain to the business carried on or products or services being sold or
developed by the Company or any of its affiliates at the time of the expiration
or termination of the Employment Term and which were, or are derived from,
Inventions worked on or developed by the Executive while employed by the
Company, shall be presumed to have been made during such employment, or


 


(ii)                                  that are reasonably suggested by
any work that the Executive performs for the Company or any of its affiliates,
either while performing his duties for the Company or on the Executive’s own
time, but only insofar as the Inventions are related to the Executive’s work as
an employee or other service provider to the Company,


 


shall belong
exclusively to the Company (or its designee), whether or not patent
applications are filed thereon.


 


(b)                                 The Executive shall assign to
the Company the Inventions and all patents that may issue thereon in any and
all countries, whether during or subsequent to the Employment Term, together
with the right to file, in the Executive’s name or in the name of the Company
(or its designee), applications for patents and equivalent rights (the
“Applications”).  The Executive shall,
at any time during and subsequent to the Employment Term, make such
applications, sign such papers, take all rightful oaths, and perform all acts
as may be requested from time to time by the Company with respect to the
Inventions, and the Executive shall also execute assignments to the Company (or
its designee) of the Applications, and give the Company and its attorneys all
reasonable assistance (including the giving of testimony) to obtain the
Inventions for its benefit, all without additional compensation to the
Executive from the Company, but, in each case, entirely at the Company’s
expense.  The Executive shall also
provide any information, such as passwords or codes, necessary to allow the
Company to fully utilize its property.


 


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(c)                                  In addition, the Inventions will
be deemed Work for Hire, as such term is defined under the copyright law of the
United States, on behalf of the Company and the Executive agrees that the
Company will be the sole owner of the Inventions, and all underlying rights
therein, in all media now known or hereinafter devised, throughout the universe
and in perpetuity without any further obligations to the Executive.  If the Inventions, or any portion thereof,
are deemed not to be Work for Hire, the Executive hereby irrevocably conveys,
transfers and assigns to the Company, all rights, in all media now known or
hereinafter devised, throughout the universe and in perpetuity, in and to the
Inventions, including without limitation, all of the Executive’s rights, title
and interests in the copyrights (and all renewals, revivals and extensions
thereof) to the Inventions, including without limitation, all rights of any
kind or any nature now or hereafter recognized, including without limitation,
the unrestricted right to make modifications, adaptations and revisions to the
Inventions, to exploit and allow others to exploit the Inventions and all
rights to sue at law or in equity for any infringement, or other unauthorized
use or conduct in derogation of the Inventions, known or unknown, prior to the
date hereof, including without limitation the right to receive all proceeds and
damages therefrom.  In addition, the Executive
hereby waives any so-called “moral rights” with respect to the Inventions.


 


(d)                                 The Executive hereby waives any
and all currently existing and future monetary rights in and to the Inventions
and all patents that may issue thereon, including, without limitation, any
rights that would otherwise accrue to the Executive’s benefit by virtue of the
Executive being an employee of, or other service provider to, the Company.


 


14.                                 Cooperation.  Subject to the Executive’s
reasonable business commitments, the Executive agrees that during, and within
two (2) years after, the Employment Term, the Executive shall, at the request
of the Company, render assistance and perform all lawful acts that are
necessary or advisable, in the Company’s good faith discretion, in connection
with any litigation or claim involving the Company (or any affiliate) or any of
their directors, officers, employees, shareholders, agents, representatives,
consultants, clients or vendors, in which the Executive has knowledge of the
subject matter of the dispute.  The
Company shall reimburse the Executive for all reasonable expenses (including
attorneys’ fees) incurred in connection with such assistance and cooperation.


 


15.                                 Arbitration.


 


All disputes
and controversies arising under or in connection with this Agreement, other
than the seeking of injunctive or other equitable relief pursuant to Section 12
hereof, shall be settled by arbitration conducted before one (1) arbitrator
sitting in Bergen County, New Jersey, or such other location agreed by the
parties hereto, in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association then in
effect.  The determination of the
arbitrator shall be final and binding on the parties.  Judgment may be entered on the award of the arbitrator in any
court having proper jurisdiction.  All
expenses of such arbitration, including the fees and expenses of the counsel of
the Executive, shall be borne by each respective party.


 


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16.                                 Miscellaneous.


 


(a)                                  Governing Law.  This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey without reference to principles of
conflict of laws.


 


(b)                                 Entire Agreement/Amendments.  This Agreement contains the entire understanding of the parties
with respect to the employment of Executive by the Company and supersedes any
prior agreements between the Company and Executive (including, without
limitation, the Prior Agreement).  There
are no restrictions, agreements, promises, warranties, covenants or
undertakings between the parties with respect to the subject matter herein
other than those expressly set forth herein and therein.  This Agreement may not be altered, modified,
or amended except by written instrument signed by the parties hereto.


 


(c)                                  No Waiver.  The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver of such
party’s rights or deprive such party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.  Any such waiver must be in writing and
signed by the Executive or an authorized officer of the Company, as the case
may be.


 


(d)                                 Assignment.  This Agreement shall not be assignable by Executive, provided
that any amount due Executive hereunder shall, in the event of his death, be
paid to his estate or his designated beneficiary.  This Agreement shall be assignable by the Company only to an
acquirer of all or substantially all of the assets of the Company, provided
such acquirer promptly assumes all of the obligations hereunder of the Company
in a writing delivered to the Executive.


 


(e)                                  Successors; Binding Agreement;
Third Party Beneficiaries.  This Agreement shall inure to the benefit of
and be binding upon the personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees legatees and
permitted assignees of the parties hereto.


 


(f)                                    Communications.  For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given: (i) when faxed or personally delivered or (ii) one (1)
business day after being sent by reputable “overnight” courier, postage
prepaid, addressed to the addresses set forth below or to such other address as
any party may have furnished to the other in writing in accordance
herewith.  Notice of change of address
shall be effective only upon receipt.


 


If to the
Executive, to the Executive’s address on file with the Company:


 


If to the Company:


 


301 Route 17 North


Rutherford, New Jersey 07070


Attention: General Counsel


 


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(g)                                 Withholding Taxes.  The Company may withhold from any and all amounts payable under
this Agreement such Federal, state and local taxes as may be required to be
withheld pursuant to any applicable law or regulation.


 


(h)                                 Survivorship.  The respective rights and obligations of the parties hereunder,
including, without limitation, Sections 12 and 14 hereof, shall survive the
termination of the Executive’s employment to the extent necessary to the agreed
preservation of such rights and obligations.


 


(i)                                     Counterparts.  This Agreement may be signed in counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.


 


(j)                                     Headings.  The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.


 


IN
WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.


 


	
   

  	
  AXS-ONE INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gennaro
  Vendome

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: 
  EVP Sales, Marketing, Consulting

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Gennaro
  Vendome

  
					



 


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EXHIBIT A


 


Parachute Payments


 


(a)                                  In
the event that the Executive shall become entitled to payments and/or benefits
provided by this Agreement or any other amounts in the “nature of compensation”
(whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any person whose actions result in a change of
ownership or effective control covered by Section 280G(b)(2) of the Internal
Revenue Code of 1986, as amended (the “Code”) or any person affiliated with the
Company or such person) as a result of such change in ownership or effective
control (collectively the “Company Payments”), and if such Company Payments
will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the
Code (and any similar tax that may hereafter be imposed by any taxing
authority) the amounts of any Company Payments shall be automatically reduced
to an amount one dollar less than an amount that would subject the Executive to
the Excise Tax.


 


(b)                                 For
purposes of determining whether any of the Company Payments will be subject to
the Excise Tax and the amount of such Excise Tax, (x) the Company Payments
shall be treated as “parachute payments” within the meaning of Section
280G(b)(2) of the Code, and all “parachute payments” in excess of the “base
amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated
as subject to the Excise Tax, unless and except to the extent that, in the
opinion of the Company’s independent certified public accountants appointed
prior to any change in ownership (as defined under Code Section 280G(b)(2)) or
tax counsel selected by such accountants (the “Accountants”) such Company
Payments (in whole or in part) either do not constitute “parachute payments,”
represent reasonable compensation for services actually rendered within the
meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are
otherwise not subject to the Excise Tax, and (y) the value of any non-cash
benefits or any deferred payment or benefit shall be determined by the
Accountants in accordance with the principles of Section 280G of the Code.


 


(c)                                  For
purposes of making the calculation hereunder, the Executive shall be deemed to
pay U.S. federal income taxes at the highest marginal rate of U.S. federal
income taxation in the calendar year in which the Company Payments are to be
made and state and local income taxes at the highest marginal rate of taxation
in the state and locality of the Executive’s residence for the calendar year in
which the Company Payments are to be made, net of the maximum reduction in U.S.
federal income taxes which could be obtained from deduction of such state and
local taxes if paid in such year.


 


(d)                                 In
the event of any controversy with the Internal Revenue Service (or other taxing
authority) with regard to the Excise Tax, the Executive shall permit the
Company to control issues related to the Excise Tax (at its expense), provided
that such issues do not potentially materially adversely affect the Executive,
but the Executive shall control any other issues.  In the event the issues are interrelated, the Executive and the
Company shall in good faith cooperate so as not to jeopardize resolution of
either issue, but if the parties cannot agree the Executive shall make the
final determination with regard to the issues. 
In the event of any conference with any taxing authority as to the
Excise Tax or associated income taxes, the Executive shall permit the
representative of the Company to accompany the Executive, and the


 


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Executive and the Executive’s representative shall cooperate with the
Company and its representative.


 


(e)                                  The
Company shall be responsible for all charges of the Accountants.


 


(f)                                    The
Company and the Executive shall promptly deliver to each other copies of any
written communications, and summaries of any verbal communications, with any
taxing authority regarding the Excise Tax covered by this Exhibit A.


 


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