Exhibit 10.25


 


EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT, by and between Richard W. Cotter (the “Employee”)
and Apropos Technology, Inc., an Illinois corporation (the “Company”), is made as of the 10th day of August, 2005.


 


In
consideration of the mutual covenants herein contained, and inconsideration of
the employment of Employee by the Company, the parties agree as set forth
below.


 


1.             Duties
and Scope of Employment.


 


(a)           Position. The Company agrees to employ the Employee under
the terms of this Agreement in the position of Senior Vice President, Sales.
Employee shall report to the President of the Company. The primary duties and
responsibilities of the Senior Vice President, Sales as of the date hereof are
set forth on Exhibit A.  The
Employee’s duties and responsibilities shall not be limited by Exhibit A,
and may be modified, reduced or expanded at any time to accommodate the Company’s
needs. Employee shall use his best efforts to fulfill his duties and
responsibilities.


 


(b)           Other Activities.  The
Employee shall devote his full business efforts and time to the Company during
normal working hours. Employee shall not be involved in any other activities
with an expectation of profit, other than passive investments, during these
hours.


 


(c)           Noncompetition, Nondisclosure and Developments. As a
condition of employment, concurrently with the execution hereof, Employee
agrees to execute the Noncompetition, Nondisclosure and Developments Agreement
set forth in Exhibit B.


 


2.             Compensation.


 


(a)           Base Salary.  The
Employee shall be paid a base salary (the “Base Compensation”)
of $190,000 per year, payable in accordance with the Company’s standard payroll
policies. The President shall review Employee’s performance and the Company’s
financial and operating results on at least an annual basis and shall report
his findings to the Compensation Committee. The Compensation Committee, in its
sole discretion, may increase Employee’s base salary as it deems appropriate
based on such review.


 


(b)           Bonus. Employee shall also be eligible for a bonus each full
fiscal year if revenue and financial targets are achieved.  In the event Employee’s employment with the
Company terminates for any reason other than pursuant to Section 6(c) hereof
(voluntary termination by the Employee) or 6(b)(ii) hereof (Termination
for Cause), Employee shall be entitled to receive a pro rated bonus, determined
by multiplying the bonus earned for the year through the termination date, if
any, by a fraction representing the portion of the year during which he was employed.
The bonus shall be paid on February 15th of the following year. If
Employee’s employment with the Company terminates pursuant to Section 6(c) or
Section


 





















 


6(b)(ii) hereof,
Employee shall be deemed to have forfeited his entire bonus for the year and no
bonus shall be due or payable by the Company. 
The portion of the bonus tied to order bookings will be in effect up to
the termination date and paid in accordance with normal payment schedules.


 


(c)           Vacation. Employee shall be entitled to three (3) weeks
paid vacation during each year of employment. Such vacation shall be taken at a
time mutually convenient for both the Company and the Employee. Unused vacation
time may not be accrued from year to year without the Company’s prior written
approval. In the event this Agreement is terminated by either the Company or
the Employee, the Employee shall be paid for any unused, accrued vacation time.


 


3.             Definitions.
As used herein, the following definitions shall apply:


 


(a)           “Termination for Cause” shall mean the termination of
employment of Employee as a result of (i) dishonesty or illegal conduct by
Employee intended to result in gain or personal enrichment of Employee, (ii) failure
by Employee to perform, or gross negligence in performing, the duties and obligations
of Employee’s employment which failure is not remedied within ten days
following written notice from the Company; (iii) the conviction of
Employee of a felony; (iv) Employee’s continued breach of any term of this
Agreement or Company policy after notice and ten days opportunity to cure, or (v) a
breach of the Noncompetition, Nondisclosure and Developments Agreement of even
date herewith between the Company and Employee which breach is not remedied
within ten days following written notice from the Company.


 


(b)           “Constructive Termination” shall mean a material reduction in
Employee’s salary or benefits not agreed to by Employee, except in connection
with a decrease to be applied because the Company’s performance has decreased
and which is also applied to all other officers, and excluding the substitution
of substantially equivalent compensation and benefits.


 


(c)           “Disability” shall mean that the Employee, at the time notice
is given, has been unable to perform his duties under this Agreement for a period
of not less than six (6) consecutive months or for a period of two hundred
seventy (270) days in any three hundred sixty-five (365) day period as the
result of his incapacity due to physical or mental illness. In the event that
the Employee resumes the performance of substantially all of his duties
hereunder before the termination of his employment under Section 6(b)(iii) becomes
effective, the notice of termination shall automatically be deemed to have been
revoked.


 


(d)           “Voluntary Termination of Employment” shall mean Employee
voluntarily terminates his employment with the Company, unless such termination
occurs within three (3) months following a Constructive Termination.


 


(e)           “Change in Control” shall mean the occurrence of one of the
following events: (i) the consummation of a merger of the Company with any
other entity, other than a merger that 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) at least fifty percent (50%) of the total voting power


 


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represented by the
voting securities of the Company or such surviving entity outstanding
immediately after such merger, or (ii) the stockholders of the Company
approve a plan of complete liquidation of the Company or (iii) the sale or
disposition of all or substantially all the Company’s assets.


 


4.             Employee
Benefits.  Employee shall be entitled
to participate in those employee benefit plans (including savings or
profit-sharing plans, stock purchase plans, deferred compensation plans,
supplemental retirement plans, life, disability, health, accident another
insurance programs) made available to employees generally and/or to other
officers, and subject in each case to the eligibility requirements and
applicable terms and conditions of the plan or program in question and to the
determination of any committee or the Board of Directors administering such
plan or program.


 


5.             Business
Expense and Travel.  Employee shall
be authorized to incur necessary and reasonable travel, entertainment and other
business expenses in connection with his duties hereunder.  The Company shall reimburse the Employee for
such expenses upon presentation of an itemized accounting and appropriate
supporting documentation, all in accordance with the Company’s generally
applicable policies.


 


6.             Term
of Employment.


 


(a)           Basic Rule. The Company agrees to continue the Employee’s
employment, and the Employee agrees to remain in the employ of the Company,
from the date of this Agreement until August 8, 2008, unless earlier
terminated pursuant to the provisions of this Agreement.


 


(b)           Termination by the Company. The Company may terminate
Employee’s employment at any time, for any reason or for no reason.


 


(i)            Termination Without Cause. If the Company terminates
Employee’s employment for any reason (other than following notice of voluntary
termination by the Employee, Termination for Cause, or termination as a result
of Employee’s Death or Disability) the provisions of Section 7(a) shall
apply.


 


(ii)           Termination For Cause. If the Company terminates Employee’s
employment for Cause or following notice of voluntary termination by Employee,
the provisions of Section 7(b) shall apply.


 


(iii)          Termination on Death or Disability. If the Company
terminates Employee’s employment as a result of Employee’s Death or Disability,
the provisions of Section 7(c) shall apply.


 


(c)           Voluntary Termination by the Employee. The Employee may
terminate his employment voluntarily by giving the Company ninety (90) days’
advance notice in writing, at which time the provisions of Section 7(b) shall
apply. The Company may elect to have such termination effective at any date
following such notice but prior to the expiration of the ninety (90) day
period. However, if the Employee terminates his employment within three (3) months


 


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following a
Constructive Termination or a Change in Control, the provisions of Section 7(a) shall
apply.


 


(d)           Waiver of Notice. Any waiver of notice shall be valid only
if it is made in writing and expressly refers to the applicable notice
requirement in this Section 6.


 


7.             Payments
Upon Termination of Employment.


 


(a)           Payments Upon Termination Pursuant to Section 6(b)(i) and
Constructive Termination.  If,
during the term of this Agreement, the Employee’s employment is terminated by
the Company pursuant to Section 6(b)(i) or voluntarily by Employee
within three (3) months following a Constructive Termination or a Change
in Control, the Company shall continue to pay to the Employee his Base
Compensation for nine (9) months following the date of Employee’s actual
termination of employment (the “Severance Payment”).  The Severance Payment shall be in lieu of any
further payments to the Employee and any further accrual of benefits with
respect to periods subsequent to the date of the employment termination.


 


(b)           Termination By Company For Cause. If the Employee’s
employment is terminated pursuant to Section 6(b)(ii), no compensation or
payments will be paid or provided to the Employee following termination.


 


(c)           Voluntary Termination. 
If the Employee voluntarily terminates his employment (other than within
three (3) months following a Constructive Termination), the Company at its
election may continue to pay Employee his Base Salary and the portion of bonus
tied to order bookings through the date of termination and provide the benefits
referred to in Section 4 for up to ninety (90) days following Employee’s
notice of termination, or such shorter period if the Company elects to have
such termination effective prior to the end of such ninety (90) day period;
provided, however, that Employee shall only be entitled to such compensation
and benefits, if Employee continues to satisfy his duties and responsibilities
hereunder. Notwithstanding the preceding sentence, the Employee’s rights under
the benefit plans and any stock options shall be determined under the
provisions of the applicable plan.


 


(d)           Termination On Death or Disability. If the Employee’s
employment is terminated because of Employee’s Death or Disability (as defined
in Section 3(c) herein), then the Company shall continue to pay to
the Employee or his estate, as the case may be, his Base Compensation for six (6) months
following the date of termination of employment. Employee shall also receive
any disability payments that are provided in the Company’s standard benefit
plans, which amounts shall offset and reduce the Base Compensation otherwise
payable under the preceding sentence.


 


(e)           Any
payments pursuant to this Section 7 are conditioned upon prior execution
by the Employee of a waiver, general release of any known or unknown claims and
covenant not to sue, in a form requested by the Company.


 


(f)            The
Company and the Employee acknowledge that the Employee’s employment is at will,
as defined under Illinois law.


 


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8.             Successors.


 


(a)           Company’s Successors. Any successor to substantially all of
the Company’s assets shall assume this Agreement and agree expressly to perform
this Agreement in the same manner and to the same extent as the Company would
be required to perform it in the absence of a succession.


 


(b)           Employee’s Successors. This Agreement and all rights of the
Employee hereunder shall be binding upon, inure to the benefit of, and be
enforceable by, the Employee’s personal or legal representatives, devises and
legatees in the event of Employee’s death. Any purported or attempted
assignment or transfer by the Employee of any of the Employee’s duties,
responsibilities or obligations hereunder shall be void.


 


9.             Notice.
Notices and all other communications contemplated by this Agreement shall be in
writing and shall be deemed to have been duly given when personally delivered
or three (3) days after being mailed by U.S. registered or certified mail,
return receipt requested and postage prepaid. In the case of the Employee,
mailed notices shall be addressed to him at the home address which he most
recently communicated to the Company in writing in accordance herewith(provided
that no such change shall be effective until actually received by the Company).
In the case of the Company, mailed notices shall be addressed to its corporate
headquarters, and all notices shall be directed to the attention of its
President.


 


10.          Miscellaneous
Provisions.


 


(a)           Waiver. No provision of this Agreement shall be modified,
waived or discharged, unless the modification, waiver or discharge is agreed to
in writing and signed by both parties. No waiver by either party of any breach
of, or of compliance with any condition or provision of this Agreement by the
other party shall be considered a waiver of any other condition or provision or
of the same condition or provision at another time.


 


(b)           Whole Agreement. No agreements, representations or
understandings (whether oral or written and whether expressed or implied) that
are not expressly set forth in this Agreement or the Exhibits hereto have been
made or entered into by either party with respect to the subject matter
hereof.  This Agreement shall supersede
and control in the event of any conflict between this Agreement and any other correspondence
with the Company.


 


(c)           Choice of Law. This Agreement shall be governed by and
construed in accordance with the internal substantive laws of the State of
Illinois.


 


(d)           Severability. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.


 


(e)           No Assignment of Benefits. Employee’s rights to payments or
benefits under this Agreement shall not be made subject to option or
assignment, either by voluntary or involuntary assignment or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or
other creditor’s process, and any action in violation of this subsection (e) shall
be void.


 


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(f)            Employment Taxes. All payments made pursuant to this
Agreement will be subject to withholding of applicable taxes.


 


(g)           Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.


 


IN WITNESS
THEREOF, each of the parties has executed this Agreement as of the day and year
first written above. 


 


	
  EMPLOYEE:

  	
  APROPOS TECHNOLOGY, INC.

  
	
   

  	
   

  
	
  /s/ Richard W. Cotter

  	
   

  	
  By:

  	
  /s/ Ken Barwick

  	
   

  
	
  Richard W. Cotter

  	
   

  	
  Ken Barwick,
  President

  
						



 


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EXHIBIT A


 


DUTIES & RESPONSIBILITIES

OF SENIOR VICE PRESIDENT 

OF SALES, AMERICAS


 


Responsible
for all sales operations globally. Specific responsibilities will include:


 


• Achieving revenue goals set by the
Company.


 


• Developing a “go to market”
organization chart optimized for efficiencies and positioning the company for
strong, sustained, revenue growth.


 


• Implementation of a complete
compensation plan for all sales teams, including Inside Sales, Large Account
Sales, Account Management, and Geographic territory sales.


 


• Building a world-class, high quality
sales team.


 


• Working with the global HR &
Learning team, launch a solid, focused sales process training program which is
integrated with our solution selling approach and which results in improved
qualification and closure of key deals.


 


• Improve forecasting accuracy and
visibility into the sales pipeline for the management team


 


• Improve (sales team) employee
performance, morale, stability and turnover.


 


• Develop a relevant, consistent and
highly motivational reward and recognition plan for the Americas sales team.


 


• Lead by example. Get in front of the
right deals.


 


• Assist in the presentation,
positioning, negotiating and closing of significant customer opportunities.


 





















 


EXHIBIT B


 


APROPOS TECHNOLOGY, INC.


 


EMPLOYEE NONCOMPETITION, 

NONDISCLOSURE AND DEVELOPMENTS AGREEMENT


 


In
consideration and as a condition of my employment or continued employment by
Apropos Technology, Inc., an Illinois corporation (the “Company”), I, Richard W. Cotter, hereby agree with the
Company as follows:


 


1.             During
the period of my employment by the Company (the “Employment
Period”), I will devote my full time
and best efforts during normal working hours to the business of the Company.
During the period of my employment by the Company and for two years thereafter,
I agree that I will not, directly or indirectly, alone or as a partner,
officer, director, employee or stockholder of any entity, (a) engage
(including as an owner, employee, consultant or otherwise) or have an interest
in any business activity that is in competition with the products or services
being planned, developed, manufactured or sold by the Company, or (b) request
or induce any customer or potential customer of the Company to not do business
with the Company and/or to do business with a competitor of the Company, or (c) solicit,
interfere with or endeavor to entice away any employee of the Company. The
period following the termination of my employment during which a restriction
applies (the “Post-employment Period”) shall be
extended by the length of any period of time during the Post-employment Period
during which I am in violation of this paragraph plus the length of any court
proceedings necessary to stop such violation.


 


2.             I
will not at any time, whether during or after the Employment Period, reveal to
any person or entity any of the trade secrets or confidential information
concerning the organization, business or finances of the Company or of any
third party that the Company is under an obligation to keep confidential
(including but not limited to trade secrets or confidential information
respecting inventions, products, designs, methods, know-how, techniques,
systems, processes, software programs, works or authorship, customer lists,
projects, plans and proposals), except as may be required in the ordinary
course of performing my duties as an employee of the Company, and I shall keep
secret all matters entrusted to me and shall not use or attempt to use any such
information in any manner for my personal benefit or that may injure or cause
loss or may be calculated to injure or cause loss, whether directly or
indirectly, to the Company. Further, I agree that during and after the
Employment Period I shall not make, use or permit to be used any notes,
memoranda, reports, lists, records, drawings, sketches, specifications,
software programs, data, documentation or other materials of any nature relating
to any matter within the scope of the business of the Company or concerning any
of its dealings or affairs otherwise than for the benefit of the Company, it
being agreed that all of the foregoing shall be and remain the sole and
exclusive property of the Company, and that immediately upon the termination of
my employment I shall deliver all of the foregoing, and all copies thereof, to
the Company, at its main office.


 


3.             If
at any time or times during my employment, I shall (either alone or with others)
make, conceive, create, discover, invent, or reduce to practice any invention,
modification,


 





















 


discovery, design,
development, improvement, process, software program, work of authorship,
documentation, formula, data, technique, know-how, trade secret or intellectual
property right whatsoever or any interest therein (whether or not patentable or
registrable under copyright, trademark or similar statutes (including but not
limited to the Semiconductor Chip Protection Act) or subject to analogous protection)
(herein called “Developments”), then:


 


(a)           such
Developments and the benefits thereof are and shall immediately become the sole
and absolute property of the Company and its assigns, as works made for hire or
otherwise;


 


(b)           I
shall promptly disclose to the Company (or any persons designated by it) each
such Development;


 


(c)           as
may be necessary to ensure the Company’s ownership of such Developments, I
hereby assign any rights (including, but not limited to, any copyrights and
trademarks) I may have or acquire in the Developments and benefits and/or
rights resulting therefrom to the Company and its assigns without further
compensation; and


 


(d)           I
shall communicate, without cost or delay, and without disclosing to others the
same, all available information relating thereto (with all necessary plans and
models) to the Company.


 


Notwithstanding
the foregoing, this Paragraph 3 shall not apply to Developments for which no
equipment, supplies, facility, or trade secret information of the Company was
used and which was developed entirely on my own time, unless (a) the
Development related (i) to the business of the Company, or (ii) to
the Company’s actual or demonstrably anticipated research or development, or (b) the
Development results from any work performed by me for the Company.


 


4.             I
will, during and after the Employment Period, at the request and cost of the
Company, promptly sign, execute, make and do all such deeds, documents, acts
and things as the Company and its duly authorized agents may reasonably require:


 


(a)           to
apply for, obtain, register and vest in the name of the Company alone (unless
the Company otherwise directs) letters patent, copyrights, trademarks or other
analogous protection in any country throughout the world and when so obtained
or vested to renew and restore the same; and


 


(b)           to
defend any judicial, opposition or other proceedings in respect of such
applications and any judicial opposition or other proceedings or petitions or
applications for revocation of such letters patent, copyright, trademark or
other analogous protection.


 


In the event
the Company is unable, after reasonable effort, to secure my signature on any
application for letters patent, copyright or trademark registration or other
documents regarding any legal protection relating to a Development, whether
because of my physical or mental incapacity or for any other reason whatsoever,
I hereby irrevocably designate and appoint the Company and its duly authorized
officers and agents as my agent and attorney-in-fact, to act for and in my
behalf and stead to execute and file any such application or applications or
other documents and to do all other lawfully permitted acts to further the
prosecution and issuance of


 


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letters patent,
copyright or trademark registrations or any other legal protection thereon with
the same legal force and effect as if executed by me.


 


5.             I
agree that any breach of this Agreement by me will cause irreparable damage to
the Company and that in the event of such breach the Company shall have, in
addition to any and all remedies under law, the right to an injunction,
specific performance or other equitable relief to prevent the violation of my
obligations hereunder, without the necessity of a bond or other security. I
further agree and acknowledge that the post-employment and non-competition
provisions set forth in Paragraph 1 hereof, and the remedies set forth in this
paragraph, are necessary and reasonable to protect the business of the Company.


 


6.             I
understand that this Agreement does not create an obligation on the Company or
any other person or entity to continue my employment.


 


7.             No
claim of mine against the Company shall serve as a defense against the Company’s
enforcement of any provision of this Agreement.


 


8.             I
represent that there are no unpatented and unregistered copyrightable
Developments that I have made, conceived or created prior to the Employment
Period. I understand that it is only necessary to list the title and purpose of
such Developments but not details thereof.


 


9.             I
am not a party to, or bound by the terms of, any agreement with or obligation
to any previous employer or other party to refrain from using or disclosing any
trade secret or confidential or proprietary information in the course of my
employment with the Company or to refrain from competing, directly or
indirectly, with business of such previous employer or any other party. I
further represent that my performance of all the terms of this Agreement and as
an employee of the Company does not and will not breach any agreement or
obligation to keep in confidence proprietary information, knowledge or data
acquired by me in confidence or in trust prior to or during my employment with
the Company, and I will not disclose to the Company or induce the Company to
use any confidential or proprietary information or material belonging to any
previous employer or others. I have not entered into, and I agree I will not
enter into, any agreement, either written or oral, in conflict with the terms
of this Agreement.


 


10.          Any
waiver by the Company of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach of such provision
or any other provision hereof.


 


11.          I
hereby agree that the provisions hereof are reasonable and are being entered
into by me to induce the Company to enter into the Employment Agreement, which
constitutes adequate compensation to me. I hereby agree that each provision
herein shall be treated as a separate and independent clause, and the
unenforceability of any one clause shall in no way impair the enforceability of
any of the other clauses herein. 
Moreover, if one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to scope, duration,
activity, subject or otherwise so as to be unenforceable, such provision or
provisions shall be construed by the appropriate judicial body by limiting or
reducing it or them,


 


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so as to be
enforceable to the maximum extent compatible with the applicable law as it
shall then appear.


 


12.          My
obligations under this Agreement shall survive the termination of my employment
regardless of the manner of such termination and shall be binding upon my
heirs, executors, administrators and legal representatives.


 


13.          The
term “Company” shall include Apropos
Technology, Inc. and any of its subsidiaries, subdivisions or affiliates.
The Company shall have the right to assign this Agreement to its successors and
assigns, and all covenants and agreements hereunder shall inure to the benefit
of and be enforceable by said successors or assigns.


 


14.          This
Agreement shall be governed by and construed in accordance with the internal
substantive laws of the State of Illinois. Any claims or legal actions by one
party against the other arising out of the relationship between the parties
contemplated herein (whether or not arising under this Agreement) shall be
governed by the laws of the State of Illinois and shall be commenced and
maintained in any state or federal court located in Cook County, Illinois, and
both parties hereby submit to the jurisdiction and venue of any such court.


 


IN WITNESS
WHEREOF, the undersigned has executed this Noncompetition Nondisclosure and
Developments Agreement as a sealed instrument as of the 10th day of August,
2005.


 


	
   

  	
  /s/ Richard W. Cotter

  	
   

  
	
   

  	
  Richard W. Cotter

  



 


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