EMPLOYMENTAGREEMENT









EXHIBIT 10.45




 




EMPLOYMENT AGREEMENT




 




This Employment Agreement (this “Agreement”)

is made effective as of April 15, 2000 by and between EpicEdge, Inc., (“the

Company”), of 1150 Lakeway Drive, Austin, Texas 78734 and Sam DiPaola, (“the

Employee”) 911 South Charles Street, Baltimore, MD 21230.




 




WHEREAS, the Company is engaged in the

business of computer software and consulting; and




 




WHEREAS, the Company desires to have the

services of the Employee; and




 




WHEREAS, Employee is willing to be employed

by the Company;




 




NOW, THEREFORE, in consideration of the

premises set forth herein, the parties hereto agree as follows:




 




1. 

EMPLOYMENT.  The

Company shall employ Employee as a Vice President of Finance.  Employee accepts and agrees to such

employment, subject to the general supervision, advice and direction of the

Company and the CFO.  Employee shall

also perform (i) such other duties as are customarily performed by an employee

in a similar position, and (ii) such

other and unrelated services and duties as may be assigned to Employee

from time to time by the Company.




 




2. 

BEST EFFORTS OF EMPLOYEE.  Employee

agrees to perform faithfully, industriously, and to the best of Employee’s

ability, experience, and talents, all of the duties that may be required by the

express and implicit terms of this Agreement, to the reasonable satisfaction of

the Company.  Such duties shall be

provided at such place(s) as the needs, business, or opportunities of the

Company may require from time to time.




 




3.  COMPENSATION OF EMPLOYEE.  As compensation for

the services provided by Employee under this Agreement, the Company will pay

Employee an initial annual salary of $151,000. 

This amount shall be paid semi-monthly. 

Upon termination of this Agreement, payments under this paragraph shall

cease; provided, however, that the Employee shall be entitled to payments for

periods or partial periods that occurred prior to the date of termination and

for which the Employee has not yet been paid.




 




Additionally,

the Employee will participate in a quarterly bonus plan that may be up to 50%

of the quarterly salary of the Employee. 

The bonus amount will be based on attainment of MBO’s.




 




Additionally,

the employee will receive a one-time stock option grant of 150,000 shares with

vesting in 1/3 increments each year for three years as governed by the

Non-Qualified Stock Option Agreement.




 





























 




EpicEdge will

cover any and all legal costs associated with your departure from current

employment.




 




Your share

position of 300,000 shares will remain in tact during your transition and

tenure with the date of registration consistent with original date of October

5th.




 




An additional

allotment of up to 67,000 shares can be allocated to you as a performance bonus

by EpicEdge senior

management  by December  31,

2000.




 




4. 

VACATION.  Employee

is entitled to fifteen (15) paid vacation days per twelve (12) month

period.  Employee must schedule vacation

with the approval of EpicEdge.




 




5. 

HOLIDAYS.  Employee

is entitled to the seven (7) standard paid holidays and three (3) floating/personal

paid holidays as determined by EpicEdge each calendar year.




 




6. 

BENEFITS.  Employee

is entitled to participate in health benefits as offered by EpicEdge.




 




7.  TRAINING.  The Company shall provide for

training it deems appropriate for the Employee to perform the expected duties

during the term of this Agreement. 

Should the Employee terminate this Agreement within the first twelve

(12) months of employment, the Employee agrees to reimburse the Company for fees

paid by the Company to outside agencies for training of the Employee.




 




8. 

REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH COMPANY POLICY.  The Company will

reimburse Employee for “out-of-pocket” expenses in accordance with Company

policies in effect specific to the client engagement.




 




9. 

RECOMMENDATIONS FOR IMPROVING OPERATIONS.  Employee shall provide the Company with

all information, suggestions, and recommendations regarding the Company’s

business, of which Employee has knowledge, that will be of benefit to the

Company.




 




10. 

CONFIDENTIALITY.  Employee

recognizes that the Company has and will have information regarding the

following:




 




	

  •  inventions


  	

  • 

  future plans


  	

  • 

  customer lists


  
	

  •  products


  	

  • 

  business affairs


  	

  • 

  product design


  
	

  •  prices


  	

  • 

  processes


  	

  • 

  copyrights


  
	

  •  costs


  	

  • 

  trade secrets


  	

   


  
	

  •  discounts


  	

  • 

  technical matters


  	

   


  





 




and other vital information (collectively,

“Information”) which are valuable, special and unique assets of the

Company.  Employee agrees that the

Employee will not at any time or in any manner, either directly or indirectly,

divulge, disclose, or communicate in any manner any Information to any third

party without the prior written consent of the Company.  Employee will protect the Information and

treat it as strictly confidential.  A

violation by Employee of this




 




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paragraph shall be a material violation of

this Agreement and will justify legal and/or equitable relief.




 




11. 

UNAUTHORIZED DISCLOSURE OF INFORMATION. 

If it appears that Employee has disclosed (or has

threatened to disclose) Information in violation of this Agreement, the Company

shall be entitled to an injunction to restrain Employee from disclosing, in

whole or in part, such Information, or from providing any services to any party

to whom such Information has been disclosed or may be disclosed.  The Company shall not be prohibited by this

provision from pursuing other

remedies, including a claim for losses and damages.




 




12. 

CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT.  The confidentiality

provisions of this Agreement shall remain in full force and effect for a

five (5) year period after the termination of Employee’s employment.




 




15.  SICK LEAVE/PERSONAL BUSINESS.  All requests for sick days and personal

days off shall be made by Employee in accordance with the Company policies in

effect with regards to client engagement.




 




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16. 

TERM/TERMINATION.  Employee’s employment under this Agreement

shall be for an unspecified term on an “at will” basis.  This Agreement may be terminated by either

party upon fourteen (14) days written notice. 

If Employee is in violation of this Agreement, the Company may terminate

employment without notice and with compensation to Employee only to the date of

such termination.  Severence equal to 2

months base salary will be authorized in this event.




 




17. 

TERMINATION FOR DISABILITY.  The Company shall have the

option to terminate this Agreement, if Employee becomes permanently disabled

and is no  longer able to perform the essential functions of the position with

reasonable accommodation.  The Company

shall exercise this option by giving fourteen (14) days’ written notice to

Employee.




 




18.  COMPLIANCE

WITH COMPANY’S RULES.  Employee agrees to comply with all of the

rules and regulations of the Company.




 




19.  RETURN OF PROPERTY.  Upon

termination of this Agreement, the Employee shall deliver all property

(including keys, records, notes, data, memoranda, models, and equipment) that

is in the Employee’s possession or under the Employee’s control which is the

Company’s property or related to the Company’s business.  Such obligation shall be governed by any

separate confidentiality or proprietary rights agreement signed by the

Employee.




 




20.  NOTICES.  All

notices required or permitted under this Agreement shall be in writing and

shall be deemed delivered when delivered in person or deposited in the United

States mail, postage paid, addressed as follows:




 




Company:




 




EpicEdge




Jeff Sexton




President & COO




1150 Lakeway Drive




Austin, Texas 78734




 




 




Employee:




 




Sam DiPaola




911 South Charles Street




Baltimore, Maryland 21230




 




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Such addresses may be changed

from time to time by either party by providing written notice in the manner set

forth above.




 




21.          ENTIRE

AGREEMENT.  This Agreement

contains the entire agreement of the parties and there are no other promises or

conditions in any other agreement whether oral or written.  This Agreement supersedes any prior written

or oral agreements between the parties.




 




22.          AMENDMENT.  This Agreement may be modified or amended,

if the amendment is made in writing and is signed by both parties.




 




23.          SEVERABILITY.  If any provisions of this Agreement shall be

held to be invalid or unenforceable for any reason, the remaining provisions

shall continue to be valid and enforceable. 

If a court finds that any provision of this Agreement is invalid or

unenforceable, but that by limiting such provisions it would become valid or

enforceable, then such provision shall be deemed to be written, construed, and

enforced as so limited.




 




24.          WAIVER OF CONTRACTUAL RIGHT.  The failure of either party to enforce any

provision of this Agreement shall not be construed as a waiver or limitation of

that party’s right to subsequently enforce and compel strict compliance with

every provision of this Agreement.




 




25.          APPLICABLE LAW.  This Agreement

shall be governed by the laws of the State of Texas.




 




Company:




EpicEdge




 




 




	

  By:


  	

   


  	

   


  	

  Date:


  	

   


  
	

   


  	

  Jeff Sexton


  	

   


  
	

   


  	

  President

  & COO


  	

   


  
	

   


  	

   


  
	

  AGREED TO

  AND ACCEPTED.


  	

   


  
	

   


  	

   


  
	

  Employee:


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  Date:


  	

   


  
	

   


  	

  Sam DiPaola


  	

   


  





 




*with changes




 




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