**Exhibit10.60**

 

**EMPLOYMENTAGREEMENT**

 

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

 

**WI T N E S S E T H:**

 

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

 

**WHEREAS,** on andafter the Effective Date, the Company and the Executive desire to enter intothis Agreement as to the terms of his employment with the Company; and

 

**WHEREAS,** thisAgreement shall supersede any prior agreement (whether written or oral) enteredinto 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 mutualcovenants contained herein and for other good and valuable consideration, theparties agree as follows:

 

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

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# 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 employmentfor any reason, Executive shall immediately resign from any other offices withinthe Company (or any subsidiary) that Executive may then hold.

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

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## (c)                                  During the Employment Term,Executive shall devote substantially all of his business time and best effortson a full time basis to the performance of his duties hereunder and to theperformance of such duties as are assigned to the Executive from time to timeby the CEO; provided, however, the Executive shall be permitted, to the extentthat such activities do not create a conflict of interest with the Company ormaterially interfere with the performance of 

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## hisduties and responsibilities hereunder, to manage his personal and familyfinancial affairs and to serve on civic, not-for-profit or charitable industryboards and advisory committees.  TheExecutive may serve on non-competing for-profit boards and advisory committeeswith the prior written consent of the CEO.

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# 3.                                       Base Salary.  During the Employment Term, theCompany 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 payrollpractices of the Company.

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

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# 5.                                       Employee Benefits and Vacation.  (a)    During the Employment Term, the Executiveshall be entitled to participate in all employee benefit plans, fringe benefitsand perquisites generally provided to executives of the Company at a levelcommensurate with his position.

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

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# 6.                                       Business Expenses.  TheCompany shall reimburse Executive for the reasonable travel, entertainment andother business expenses incurred by Executive in the performance of his dutieshereunder, subject to approval by the Company, in accordance with the Company’snormal expense reimbursement policies applicable to its employees in generaland to executives of the same or equivalent rank.

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# 7.                                       Excise Tax Provisions.  Theprovisions of Exhibit A shall apply.

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

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### (i)                                     the death of the Executive;

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### (ii)                                  the termination of theExecutive’s employment by the Company due to the Executive’s Disabilitypursuant to Section 8(b) hereof;

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

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

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

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

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### (vii)                           non-renewal of the EmploymentTerm in accordance with Section 1.

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

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## (c)                                  (i)                                     Termination for Good Reason.  A termination for Good Reason means a termination by theExecutive by written notice in accordance with subsection (ii) below givenwithin 45 days after the occurrence of the Good Reason event, unless suchcircumstances 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 circumstanceswithout 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 theExecutive’s then positions or titles, or the Executive’s removal from (otherthan a voluntary resignation by the Executive or a mandatory resignation inaccordance 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-boarddecrease, which impacts other executives of the Company); or (iv) any materialbreach by the Company of any material provision of this Agreement.  The Executive shall not be entitled toresign for Good Reason prior to a Change in Control.

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## (ii)                                  Notice of Termination for GoodReason.  The Executive must provide the Company witha notice of termination for Good Reason, which shall indicate the specifictermination provision in subsection (i) relied upon and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination for Good Reason.  Thefailure by Executive to assert any facts or circumstances which contribute tothe showing of Good Reason shall not waive any right of the Executive hereunderor preclude the Executive from asserting such fact or circumstance in enforcinghis rights hereunder.  The notice oftermination for Good Reason shall provide for a date of termination not lessthan 30 nor more than 60 days after the date such notice is given.  The Company shall have 30 days from thereceipt of such notice of termination to cure the facts and circumstancesleading to the giving of such notice.

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

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## (e)                                  (i)                                     Cause.  A termination for Cause means a termination by the Company inaccordance with subsection (ii) below, unless such circumstances are fullycorrected 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 renderservices to the Company in accordance with his assigned duties; (ii) willfulmisconduct or gross negligence of the Executive with regard to the Company orin connection with his assigned duties; (iii) the Executive’s conviction of, orplea of *nolo contendere*,to a felony (other than a felony involving a traffic violation); (iv) theExecutive’s disloyalty, gross negligence, dishonesty or breach of fiduciaryduty; (v) the commission by Executive of an act of fraud, embezzlement orwillful disregard of the rules or policies of the Company, any of which resultsin 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 orany other material breach of any agreement entered into with the Company.  For purposes of this paragraph, no act, orfailure to act, on the Executive’s part shall be considered “willful” unlesssuch act, or failure to act, is in bad faith and without reasonable belief thathis action or omission was in the best interests of the Company.

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

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

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# 9.                                       Consequences of Termination of Employment.

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## (a)                                  Death.  If the Executive’s employment is terminated by reason of theExecutive’s death, the Employment Term shall terminate without furtherobligations to the Executive’s legal representatives under this Agreementexcept for:  (i) any bonus if declaredor 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 theExecutive’s death, and any unreimbursed business expenses payable pursuant toSection 6, which amounts shall be promptly paid in a lump sum to Executive’sestate (collectively the “Accrued Amounts”); and (ii) any other amounts orbenefits owing to the Executive under the then applicable employee benefit orequity plans of the Company in accordance with the terms of such plans.

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## (b)                                 Disability.  If Executive’s employment is terminated by reason of theExecutive’s Disability, the Executive shall be entitled to receive the paymentsand benefits to which his representatives would be entitled in the event of atermination of employment by reason of his death.

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## (c)                                  Termination by the Companywithout Cause.  If the Executive’s employment is terminatedby the Company without Cause, subject to the Executive’s execution of a releaseas provided in subsection (g) below, the Executive shall receive the followingpayments and benefits: (A) continued payment of the Executive’s Base Salary ineffect at the date of termination for 18 months, which shall be payable inequal monthly installments; (B) 

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## paymentof the Executive’s (and his dependents’) Consolidated Omnibus Budget andReconciliation Act of 1985, as amended (“COBRA”) coverage premiums to theextent, and so long as, they remain eligible for COBRA for up to 18 months,provided, however, such payments shall cease if the Executive becomes eligibleto receive medical coverage from a subsequent employer; and (C) any otheramounts or benefits owing to the Executive under the then applicable employeebenefit or equity plans of the Company, in accordance with the terms of suchplans.  The Executive shall alsopromptly receive the Accrued Amounts.

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## (d)                                 Termination by Executive forGood 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 casewithin one (1) year after the occurrence of a Change in Control, subject to theExecutive’s execution of a release as provided in subsection (g) below, theExecutive 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 equalto two (2) times the Executive’s Base Salary in effect on the date oftermination, which shall be paid within 10 days after termination.

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## (e)                                  Termination for Cause; VoluntaryResignation without Good Reason; or Non-Extension of Employment Term byExecutive.  If the Executive’s employment hereunder isterminated by the Company for Cause, by the Executive without Good Reason or asa result of non-extension of the Employment Term by the Executive, theExecutive 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 equityplans shall be determined in accordance with the applicable plan.

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

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

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# 10.                                 No Mitigation; No Offset.  In theevent of any termination of employment hereunder, the Executive shall be underno obligation to seek other employment and there shall be no offset against anyamounts due the Executive under this Agreement on account of any remunerationattributable to any subsequent employment that the Executive may obtain.  Any amounts due under Section 9 are in the natureof 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 arrangementof the Company and to the extent paid or provided under any other sucharrangement, 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 followingevents:

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

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### (ii)                                  during any period of two (2)consecutive years, individuals who at the beginning of such period constitutethe Board, and any new director (other than a director designated by a personwho has entered into an agreement with the Company to effect a transactiondescribed in subsection (i), (iii), or (iv) of this section) or a directorwhose initial assumption of office occurs as a result of either an actual orthreatened election contest (as such terms are used in Rule 14a-11 of Regulation14A promulgated under the Exchange Act) or other actual or threatenedsolicitation of proxies or consents by or on behalf of a person other than theBoard whose election by the Board or nomination for election by the Company’sstockholders was approved by a vote of at least two-thirds of the directorsthen still in office who either were directors at the beginning of the two yearperiod or whose election or nomination for election was previously so approved,cease for any reason to constitute at least a majority of the Board;

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### (iii)                               upon the merger or consolidationof the Company with any other corporation, other than a merger or consolidationwhich would result in the voting securities of the Company outstandingimmediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the survivingentity) more than 50% of the combined voting power of the voting securities ofthe Company or such surviving entity outstanding immediately after such mergeror consolidation, provided, however, that a merger or consolidation effected toimplement a recapitalization of the Company (or similar transaction) in whichno person acquires more than 50% of the combined voting power of the Company’sthen outstanding securities shall not constitute a Change in Control of theCompany; or

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

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

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## (b)                                 Confidential Information.  During and after the Employment Term, the Executive shall not usefor his own benefit or disclose to any third-party any Confidential Information(as defined below) relating to the Company or its affiliates (and their respectivebusinesses), obtained by the Executive during his employment by theCompany.  For purposes of thisAgreement, Confidential Information means: (i) any information which isproprietary or unique to the Company or its affiliates (or their businesses),including, but not limited to, trade secret information, matters of a technicalnature 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, anyinformation with respect to marketing methods, plans and strategies,distribution channels, forecasts, products, operations, revenues, unpublishedfinancial statements, expenses, budgets, projections, profits, sales, keypersonnel, customers (including customer lists and customer contacts),suppliers, costs and pricing policies; (iii) information as to employees andconsultants, including, but not limited to, capabilities, competence, statuswith the Company and compensation levels; and (iv) any information the Companyor an affiliate has indicated to the Executive in an unambiguous writing isconfidential.  Confidential Informationshall not include information: (x) that is otherwise public knowledge or knownwithin the applicable industry, (y) disclosed in connection with performance ofthe Executive’s duties hereunder as the Executive deems in good faith to benecessary to be so disclosed or (z) compelled pursuant to the order of a courtor other governmental or legal body having jurisdiction over such matter.  In the event the Executive is compelled byorder of a court or other governmental or legal body to communicate or divulgeany Confidential Information to anyone other than the foregoing, the Executiveshall promptly notify the Company’s General Counsel of any such order so thatthe Company may seek a protective order.

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### (i)                                     Upon termination of theExecutive’s employment with the Company, or at any time as the Company mayrequest, the Executive shall promptly deliver to the Company, as requested, alldocuments (whether prepared by the Company, an affiliate, the Executive or athird party) relating to the Company, any affiliate or any of their businessesor property which the Executive may possess or have under his direction orcontrol, including, without limitation, his rolodex or similar telephone andaddress directories, but other than documents provided to the Executive in hiscapacity as a participant in any employee benefit

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### plan of the Company and any agreement by andbetween Executive and the Company with regard to the Executive’s employment orseverance.

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

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

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## (e)                                  Executive understands that theforegoing restrictions may limit the Executive’s ability to earn a livelihoodin a business similar to the business of the Company, but the Executivenevertheless believes that the Executive has received, and will continue toreceive, sufficient consideration and other benefits as provided hereunder toclearly justify such restrictions which, in any event (given the Executive’seducation, skills and ability), the Executive does not believe would preventhim from otherwise earning a living.

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

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## (g)                                 In the event of a breach orpotential breach of this Section 12, the Executive acknowledges that theCompany and its affiliates will be caused irreparable injury and that moneydamages may not be an adequate remedy and agree that the Company and itsaffiliates shall be entitled to injunctive relief (in addition to its otherremedies at law) to have the provisions of this Section 12 enforced.  In the event of a material breach of thisSection 12 by the Executive, the Executive shall promptly repay to the Companyany payments the Executive received pursuant to Section 9 (other than AccruedAmounts), and the Company shall have no further obligation to the Executive(and/or his dependents) under this Agreement.

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# 13.                                 Assignment of Inventions.

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## (a)                                  The Executive acknowledges andagrees that all ideas, methods, inventions, discoveries, improvements, workproducts or developments (“Inventions”), whether patentable or unpatentable,

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

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### (ii)                                  that are reasonably suggested byany 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 owntime, but only insofar as the Inventions are related to the Executive’s work asan employee or other service provider to the Company,

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### shall belongexclusively to the Company (or its designee), whether or not patentapplications are filed thereon.

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## (b)                                 The Executive shall assign tothe Company the Inventions and all patents that may issue thereon in any andall countries, whether during or subsequent to the Employment Term, togetherwith 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 suchapplications, sign such papers, take all rightful oaths, and perform all actsas may be requested from time to time by the Company with respect to theInventions, and the Executive shall also execute assignments to the Company (orits designee) of the Applications, and give the Company and its attorneys allreasonable assistance (including the giving of testimony) to obtain theInventions for its benefit, all without additional compensation to theExecutive from the Company, but, in each case, entirely at the Company’sexpense.  The Executive shall alsoprovide any information, such as passwords or codes, necessary to allow theCompany to fully utilize its property.

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## (c)                                  In addition, the Inventions willbe deemed Work for Hire, as such term is defined under the copyright law of theUnited States, on behalf of the Company and the Executive agrees that theCompany will be the sole owner of the Inventions, and all underlying rightstherein, in all media now known or hereinafter devised, throughout the universeand 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 orhereinafter devised, throughout the universe and in perpetuity, in and to theInventions, including without limitation, all of the Executive’s rights, titleand interests in the copyrights (and all renewals, revivals and extensionsthereof) to the Inventions, including without limitation, all rights of anykind or any nature now or hereafter recognized, including without limitation,the unrestricted right to make modifications, adaptations and revisions to theInventions, to exploit and allow others to exploit the Inventions and allrights to sue at law or in equity for any infringement, or other unauthorizeduse or conduct in derogation of the Inventions, known or unknown, prior to thedate hereof, including without limitation the right to receive all proceeds anddamages therefrom.  In addition, the Executivehereby waives any so-called “moral rights” with respect to the Inventions.

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

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# 14.                                 Cooperation.  Subject to the Executive’sreasonable business commitments, the Executive agrees that during, and withintwo (2) years after, the Employment Term, the Executive shall, at the requestof the Company, render assistance and perform all lawful acts that arenecessary or advisable, in the Company’s good faith discretion, in connectionwith any litigation or claim involving the Company (or any affiliate) or any oftheir directors, officers, employees, shareholders, agents, representatives,consultants, clients or vendors, in which the Executive has knowledge of thesubject matter of the dispute.  TheCompany shall reimburse the Executive for all reasonable expenses (includingattorneys’ fees) incurred in connection with such assistance and cooperation.

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# 15.                                 Arbitration.

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

 

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# 16.                                 Miscellaneous.

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

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## (b)                                 Entire Agreement/Amendments.  This Agreement contains the entire understanding of the partieswith respect to the employment of Executive by the Company and supersedes anyprior agreements between the Company and Executive (including, withoutlimitation, the Prior Agreement).  Thereare no restrictions, agreements, promises, warranties, covenants orundertakings between the parties with respect to the subject matter hereinother 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.

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

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## (d)                                 Assignment.  This Agreement shall not be assignable by Executive, providedthat any amount due Executive hereunder shall, in the event of his death, bepaid to his estate or his designated beneficiary.  This Agreement shall be assignable by the Company only to anacquirer of all or substantially all of the assets of the Company, providedsuch acquirer promptly assumes all of the obligations hereunder of the Companyin a writing delivered to the Executive.

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

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## (f)                                    Communications.  For the purpose of this Agreement, notices and all other communicationsprovided for in this Agreement shall be in writing and shall be deemed to havebeen duly given: (i) when faxed or personally delivered or (ii) one (1)business day after being sent by reputable “overnight” courier, postageprepaid, addressed to the addresses set forth below or to such other address asany party may have furnished to the other in writing in accordanceherewith.  Notice of change of addressshall be effective only upon receipt.

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If to theExecutive, 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 underthis Agreement such Federal, state and local taxes as may be required to bewithheld pursuant to any applicable law or regulation.

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

##  

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

##  

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

##  

**INWITNESS WHEREOF**, the parties hereto have duly executedthis 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)                                  Inthe event that the Executive shall become entitled to payments and/or benefitsprovided by this Agreement or any other amounts in the “nature of compensation”(whether pursuant to the terms of this Agreement or any other plan, arrangementor agreement with the Company, any person whose actions result in a change ofownership or effective control covered by Section 280G(b)(2) of the InternalRevenue Code of 1986, as amended (the “Code”) or any person affiliated with theCompany or such person) as a result of such change in ownership or effectivecontrol (collectively the “Company Payments”), and if such Company Paymentswill be subject to the tax (the “Excise Tax”) imposed by Section 4999 of theCode (and any similar tax that may hereafter be imposed by any taxingauthority) the amounts of any Company Payments shall be automatically reducedto an amount one dollar less than an amount that would subject the Executive tothe Excise Tax.

######  

###### (b)                                 Forpurposes of determining whether any of the Company Payments will be subject tothe Excise Tax and the amount of such Excise Tax, (x) the Company Paymentsshall be treated as “parachute payments” within the meaning of Section280G(b)(2) of the Code, and all “parachute payments” in excess of the “baseamount” (as defined under Code Section 280G(b)(3) of the Code) shall be treatedas subject to the Excise Tax, unless and except to the extent that, in theopinion of the Company’s independent certified public accountants appointedprior to any change in ownership (as defined under Code Section 280G(b)(2)) ortax counsel selected by such accountants (the “Accountants”) such CompanyPayments (in whole or in part) either do not constitute “parachute payments,”represent reasonable compensation for services actually rendered within themeaning of Section 280G(b)(4) of the Code in excess of the “base amount” or areotherwise not subject to the Excise Tax, and (y) the value of any non-cashbenefits or any deferred payment or benefit shall be determined by theAccountants in accordance with the principles of Section 280G of the Code.

######  

###### (c)                                  Forpurposes of making the calculation hereunder, the Executive shall be deemed topay U.S. federal income taxes at the highest marginal rate of U.S. federalincome taxation in the calendar year in which the Company Payments are to bemade and state and local income taxes at the highest marginal rate of taxationin the state and locality of the Executive’s residence for the calendar year inwhich 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 andlocal taxes if paid in such year.

######  

###### (d)                                 Inthe event of any controversy with the Internal Revenue Service (or other taxingauthority) with regard to the Excise Tax, the Executive shall permit theCompany to control issues related to the Excise Tax (at its expense), providedthat 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 theCompany shall in good faith cooperate so as not to jeopardize resolution ofeither issue, but if the parties cannot agree the Executive shall make thefinal determination with regard to the issues. In the event of any conference with any taxing authority as to theExcise Tax or associated income taxes, the Executive shall permit therepresentative of the Company to accompany the Executive, and the

######  

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###### Executive and the Executive’s representative shall cooperate with theCompany and its representative.

######  

###### (e)                                  TheCompany shall be responsible for all charges of the Accountants.

######  

###### (f)                                    TheCompany and the Executive shall promptly deliver to each other copies of anywritten communications, and summaries of any verbal communications, with anytaxing authority regarding the Excise Tax covered by this Exhibit A.

######  

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