Exhibit 10.47




 




EMPLOYMENT

AGREEMENT




 




This Employment

Agreement (this “Agreement”) is made effective as of the

       day

of April, 2002, by and between EpicEdge, Inc. (the “Company”), of

5508 Highway 290 West, Suite 300, Austin, Texas 78735 and PETER COVERT  (the “Employee”), of 12901 Trail Driver, Austin, Texas 78737.




 




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 to provide services to the

Company.   Employee accepts and agrees

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

the Company and the Company’s supervisory personnel.  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 $135,000.   This amount

shall be paid semi-monthly.  Employee is

also eligible for cash bonuses of up to 50% of base salary, based on achieving

certain objectives as evaluated by the CEO. 

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.




 




Subject to approval by the Company’s Board of Directors and

shareholders, the Employee will be eligible to participate in a bonus pool (the

“Bonus Pool”).  The Employee will be

eligible for 7.583% of the Bonus Pool, subject to the terms of the definitive

documents representing and governing the Bonus Pool.  The exact terms of the Bonus Pool shall be contained in the

definitive documents representing the Bonus Pool, and such documents shall be

subject to the approval of the Company’s Board of Directors, in addition to

approval by the Company’s shareholders at the 




 





























 




next shareholder meeting.  The

final terms of the Employee’s participation shall be subject to the completion

of the final documentation and the approvals listed above.  This Amendment, in its entirety, shall be

null and void if completion of the final documentation and the approvals listed

above are not completed.




 




Additionally, the

Employee will receive a one-time stock option grant of 782,396 shares of Common

Stock of the Company with vesting in 1/3 increments each year for three years

as governed by the Company’s 2002 Stock Option Plan.




 




4.             VACATION.   Employee is

entitled to twenty (20) days of paid time off.   Paid time off includes sick, vacation, and personal time off.




 




5.             HOLIDAYS. 

Employee is entitled to the eight (8) standard paid holidays.




 




6.             BENEFITS. 

Employee is entitled to participate in health benefits as offered by the

Company.




 




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.          NON-COMPETE;

NO INTERFERENCE WITH THE BUSINESS OF THE COMPANY.




 




(a)                                  Non-Compete

Agreement.  Recognizing that the Company’s

Confidential Information (as defined below) constitutes a special and unique

asset of the Company, Employee agrees and covenants that during the term of

this Agreement and for a period of six (6) months following the effective date

of the termination of this Agreement, whether such termination is voluntary or

involuntary, Employee shall not, anywhere in the United States, directly or

indirectly engage in any business competitive with the Company without the

written consent of an officer of Company. 

“Directly or indirectly engaging in any business competitive with the

Company” includes, but is not limited to: (i) being employed by, serving as

director of, consultant or advisor to, owning or otherwise being connected

with, any entity primarily engaged in providing services or products

substantially similar to any services or products provided, developed or under 




 




2





























 




development by the Company, where the disclosure of the Company’s

Confidential Information or trade secrets is likely to occur as a result of

such relationship with such entity; (ii) soliciting or providing competitive

services or products to any customer that the Employee performed work for at

the direction of the Company in the six (6) month period immediately preceding

the effective date of the termination of this Agreement; or (iii) making or

holding any investment in any business that competes directly with the Company,

whether such investment be by way of loan, purchase of stock or otherwise,

except for investments in the capital stock of a publicly traded company that

represents less than 2% of that company’s outstanding capital stock.




(b)                                 Customers.  Employee

hereby agrees that during Employee’s employment hereunder and for a period of

six (6) months thereafter, Employee will not, directly or indirectly, attempt

to induce any customers or clients of the Company to terminate contracts or

otherwise divert from the Company any business being conducted by such

customers or clients with the Company pursuant to such contracts; and, during

Employee’s employment and for six (6) months thereafter, Employee will not

directly or indirectly solicit from, or otherwise agree to provide any

competitive services or products to, any customer or client to which the

Company has provided any products or services during the twelve (12) months

preceding the termination of Employee’s employment, or any party whose identity

or potential as a customer or client was confidential or learned by Employee

during Employee’s employment with the Company.




(c)                                  Employees.  Employee

hereby agrees that during Employee’s employment hereunder and for a period of

six (6) months thereafter, Employee will not (i) directly or

indirectly recruit, solicit or otherwise induce or influence any other employee

of the Company to discontinue such employment relationship with the Company, or

(ii) employ, seek to employ or cause any other business to employ or seek

to employ as an employee or independent contractor any person who is then (or

was at any time within six (6) months prior to the date Employee or such

other business employs or seeks to employ such person) employed by the Company.




(d)                                 Confidentiality. 

Employee acknowledges that as a result of his employment relationship

with the Company, he has and will become acquainted with Confidential

Information (as hereinafter defined) belonging to the Company.  During the term of Employee’s employment

hereunder and for a period of five (5) years

thereafter, Employee shall not, except as required by law, disclose to others

or appropriate for his own use, whether directly or indirectly, any such

Confidential Information.  “Confidential

Information” means information about the Company and its services and products

which is not available to the general public and was or shall be learned by

Employee in the course of his employment by the Company, including but not

limited to: information relating to the Company’s relations or contracts; the

organization, employment policies, compensation and fringe benefit plans and

personnel of the Company; any data, formulas, operating and training manuals,

business plans, information, proprietary knowledge, trade secrets, customer

lists, databases and analyses owned, developed and used in the course of the business

of the Company; and all papers, resumes, records and other documents (and all

copies thereof) containing such 




 




3





























 




Confidential Information. 

Employee acknowledges that the Confidential Information is specialized,

unique in nature and of great value to the Company.  For purposes of this Section 10, the term “Company” shall include

any affiliate, division or subsidiary of Company.  The provisions of this Section 10 shall survive the termination

of this Agreement for any reason whatsoever.




(e)                                  Enforcement. 

If, at the time of enforcement of Sections 10, 16 and 17 a court holds

that the restrictions stated herein are unreasonable under circumstances then

existing, the parties hereto agree that the maximum duration, scope or

geographical area reasonable under such circumstances shall be substituted for

the stated period, scope or area and that the court shall be allowed to revise

the restrictions contained herein to cover the maximum duration, scope and area

permitted by law.  Because Employee’s

services are unique and because Employee has access to Confidential

Information, the parties hereto agree that money damages would be an inadequate

remedy for any breach of this Agreement. 

Therefore, in the event of a breach or threatened breach of this

Agreement, Company or its successors or assigns may, in addition to other

rights and remedies existing in their favor, apply to any court of competent

jurisdiction for specific performance and/or injunctive or other relief in

order to enforce, or prevent any violations of, the provisions hereof (without

posting a bond or other security).




(f)                                    Additional Acknowledgements. 

Employee acknowledges that the provisions of Section 10 are in

consideration of: (i) employment with Company, (ii) the issuance of stock

options and bonus plan units in the Company and (iii) additional good and

valuable consideration as set forth in this Agreement.  In addition, Employee agrees and

acknowledges that the restriction contained in Sections 10, 16 and 17 do not

preclude Employee from earning a livelihood, nor do they unreasonably impose

limitations on the Employee’s ability to earn a living.  In addition, Employee acknowledges (A) that

the business of the Company or any subsidiaries will be international in scope

and without geographical limitation, (B) notwithstanding the state of

incorporation or principal office of the Company or any subsidiaries, or any of

their respective Employees or employees (including the Employee), it is

expected that the Company will have business activities and have valuable

business relationships within its industry throughout the world and (C) as part

of his responsibilities, Employee will be traveling around the world in

furtherance of the Company’s business and its relationships.  In addition, Employee agrees and

acknowledges that the potential harm to the Company of the non-enforcement of

Sections 10, 16 and 17 outweighs any potential harm to Employee of its

enforcement by injunction or otherwise. 

Employee acknowledges that he has carefully read this Agreement and has

given careful consideration to the restraints imposed upon Employee by this

Agreement, and is in full accord as to their necessity for the reasonably and

proper protection of the Confidential Information of the Company now existing

or to be developed in the future. 

Employee expressly acknowledges and agrees that (i) each and every

restraint imposed by this Agreement is reasonable with respect to subject matter,

time period and geographical area and (ii) nothing contained in Sections 10, 16

and 17 hereof shall eliminate, reduce or otherwise impair any obligation

Employee might have to any prior the Company or business relation of Employee.




 




4





























 




11.          EMPLOYEE’S

ABILITY TO CONTRACT FOR COMPANY.   Employee shall have the right to enter into contracts and

commitments on behalf of the Company that are normal and ordinary in the course

of business relative to Employee’s title and responsibilities with the Company.




 




12.          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.




 




13.          TERM/TERMINATION.   Notwithstanding any provision(s) in this  Agreement to the contrary, Employee’s employment with the Company

shall be on an “at will” basis, meaning that either party hereto may terminate

the Employee’s employment with the Company at any time and for any reason;

provided, that, the terminating party provides at least sixty (60) days advance

written notice.  Upon termination of

Employee’s employment hereunder for any reason whatsoever, all obligations of

the Company hereunder shall cease upon such termination, except (a) its

obligation to pay the base salary set forth in Section 3 through the date of

such termination prorated through the date of such termination, and (b) its

obligations to provide the benefits set forth in Section 6 through the date of

such termination and to comply with any and all state and federal laws and

regulations applying to such benefits. 

In addition to the foregoing, in the event of a termination of

Employee’s employment with the Company for any reason other than for cause (as

defined below) or the resignation of Employee, in addition to the other

obligations payable to Employee pursuant to the preceding sentence, Employee

shall be entitled to receive as severance hereunder his base salary for an

additional sixty (60) days from the date of termination.  For purposes hereof the term “cause” shall

mean: (i) the Employee’s theft or falsification of any the Company’s documents

or records; (ii) the Employee’s improper use or disclosure of the Company’s

Confidential Information; (iii) any action by the Employee which has a

detrimental effect on the Company’s reputation or business; (iv) the Employee’s

failure or inability to perform any reasonable assigned duties after written

notice from the Company of, and a reasonable opportunity to cure, such failure

or inability; (v) any material breach by the Employee of any agreement between

the Employee and the Company related to the Employee’s employment with the

Company, which breach is not cured pursuant to the terms of such agreement; or

(vi) the Employee’s conviction (including any plea of guilty or nolo

contendere) of any felony or criminal act involving moral turpitude which

impairs the Employee’s ability to perform his or her duties with the Company.




 




14.          COMPLIANCE

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

the Company.




 




15.          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 




 




5





























 




Company’s property or

related to the Company’s business or contains any Confidential Information.




 




16.          INVENTIONS.  Employee

shall treat as for the sole benefit of the Company and promptly disclose and

assign to the Company, without additional compensation therefore, all ideas,

discoveries, designs, copyright or trademark materials, inventions and

improvements, patentable or not, which, while Employee is so retained under

this Agreement are made, conceived or reduced to practice by Employee, alone or

with others, during or after usual work hours, either on or off the job, and

which are related to the products, processes, projects or the business

interests of the Company or which involve the use of the time, material or

facilities of the Company.  During his

employment, Employee shall keep the Company informed of the development of all

such ideas, discoveries, designs, copyright or trademark materials, inventions

and improvements made, conceived or reduced to practice by Employee, in whole

or in part, alone or with others, which either result from any work Employee

may do for or at the request of the Company, or are related to the Company’s

present or contemplated activities, investigations or obligations.  Employee agrees, at the expense of the

Company, at any time during or within a reasonable time after the termination

of this employment relationship, to sign all papers and do such other acts and

things the Company deems necessary or desirable and may be reasonably required

to protect the rights of the Company to such ideas, discoveries, designs,

copyright or trademark materials, inventions and improvements.  Consistent with Texas law and laws of other

states, the Company hereby notifies Employee that this Agreement does not apply

to an invention for which no equipment, supplies, facility or trade secret

information of the Company was used and which was developed entirely on

Employee’s own time, unless (a) the invention relates to (i) the

business of the Company or (ii) the Company’s actual or demonstrably

anticipated research or development, or (b) the invention results from any

work performed by Employee for the Company.




 




17.          TRADE SECRETS. 

Employee agrees that Employee will not, during or after the term of this

Agreement with the Company, disclose the specific terms of the Company’s

relationships or agreements with significant vendors or customers or any other

significant and material trade secret of the Company, to any person, firm,

partnership, corporation or business for any reason or purpose whatsoever.




 




18.          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




 Richard Carter, CEO




5508 Highway 290

West, Suite 300




Austin, Texas

78735




 




6





























 




 Employee:




 




Peter Covert




12901 Trail Driver




Austin, Texas

78737




 




Such addresses may

be changed from time to time by either party by providing written notice in the

manner set forth above.




 




19.          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.




 




20.          AMENDMENT.   This Agreement

may be modified or amended, if the amendment is made in writing and is signed

by both parties.




 




21.          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 provision it would become valid or enforceable, then such provision shall

be deemed to be written, construed, and enforced as so limited.




 




22.          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.




 




23.          APPLICABLE

LAW.   This Agreement

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




 




 




[SIGNATURE

PAGE FOLLOWS]




 




7





























 




	

   


  	

  Company:


  
	

   


  	

  EpicEdge


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Richard Carter, CEO


  
	

   


  	

   


  
	

  AGREED TO AND ACCEPTED.


  
	

   


  	

   


  
	

   


  	

  Employee:


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Peter Covert


  





 




8