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EXHIBIT 10.1    
  


 
  EMPLOYMENT AGREEMENT    
  


PARTIES:  



	EMPLOYER:	TANNING TECHNOLOGY CORPORATION	 
	 	("Tanning" or "Employer")	 
	

and	

 	

 
	

EMPLOYEE:	
LOUIS D'ALESSANDRO	

 
	 	("Employee")	 






AGREEMENT:  


        Employer agrees to continue to employ Employee and Employee accepts employment on the terms and conditions set forth below, which are acknowledged by the parties
to be good and sufficient consideration for this Agreement. This Agreement supersedes any prior employment agreements between Employee and Tanning, including, without limitation, the Employment,
Confidentiality and
Non-Competition Agreement dated October 27, 1997 and the Confidentiality and Non-Competition Agreement dated February 1, 1997. 


	1.
	At Will Employment. Employee is employed at will, which means that Employer or Employee may terminate the employment relationship at any
time, with or without prior notice, warning, procedure or formality, for any cause or reason or for no cause or reason.



	2.
	Severance.



	a.
	Notwithstanding
the foregoing Section, Employee, in the event of termination of Employee's employment by Employer without Cause (other than by reason of death or disability), Employee
shall be entitled to a severance payment in an amount equal to six months of Employee's base salary in effect at the time of termination, payable over a six-month period in accordance with
Employer's usual payroll practices.



	b.
	For
purposes of this agreement, "Cause" shall mean: (i) conduct by Employee that, in the good faith opinion of Employer, is materially detrimental to Employer or reflects
unfavorably on Employer to such an extent that Employer's best interests reasonably require Employee's discharge, (ii) Employee's willful misconduct or gross negligence seriously detrimental to
Employee, (iii) conduct by Employee that constitutes willful misconduct or gross negligence in the performance of his duties hereunder, (iv) conduct by Employee that constitutes fraud or
dishonesty, (v) embezzlement of funds or misappropriation of other property by Employee, (vi) conviction of Employee of a felony or any other crime that involves fraud, dishonesty, or
moral turpitude, (vii) the breach by Employee of any of the provisions of the Employment Agreement or (viii) the failure by Employee to perform his duties hereunder after demand for
performance is delivered by Employer that identifies the manner in which Employer believes Employee has not performed his duties. 









	3.
	Duties/Best Efforts. Employee agrees to devote Employee's full professional time and attention to the business of Employer and those
duties and obligations entrusted to Employee and/or as specified by Employee's supervisor or superiors from time to time. Employee shall at all times perform Employee's duties faithfully,
industriously and to the best of Employee's ability, experience and talent.



	4.
	Confidentiality, Non-Disclosure and Proprietary Rights.



	a.
	Employee
understands and agrees that the following classes of information (collectively "Confidential Information") related to Employer's business or to which Employee may become
exposed in the course of his employment, whether or not in writing and whether or

 not
formally marked, are and shall remain the exclusive and confidential property of Employer: 


	•
	data,
software, processes, client contacts, client/customer lists, service techniques, market development and expansion plans, personnel training and
development methods, internal business organization and methods, "Inventions" (as defined below), and other technical, business and financial information; 
	•
	information
and data provided to Employer from time to time by third parties on the understanding and condition that such data and information will be kept
confidential; 
	•
	ideas,
processes, software, information, data, or other items that may be developed by Employee from time to time in the course of the employment
relationship 










Any
information that is generally known to the public (other than as a result of disclosure by Employee) will not be deemed Confidential Information. 



	b.
	Throughout
the time Employee is employed by Employer (the "Period of Employment"), and thereafter, Employee will not use or disclose Confidential Information, and will take all
reasonable precautions to prevent any person or entity from gaining access to any of the Confidential Information, other than as required in the performance of Employee's duties to Employer. In order
to satisfy the needs of Employer's clients and customers, Employee will sign any confidentiality agreement reasonably requested by such third parties and/or Employer. Employee understands that he/she
is not permitted to use the Confidential Information for his/her own purposes or benefit.



	c.
	Except
in the performance of Employee's duties to Employer, Employee shall not duplicate in any way or remove from the work premises any property of Employer or its business
associates, including but not limited to any Confidential Information. At the end of the Period of Employment, Employee will deliver to Employer all such property, including all copies of materials
embodying Confidential Information, and including, without limitation, files contained on paper, electronic, optical or other media.



	d.
	Employee
hereby agrees to assign, and does hereby assign, to Employer all of Employee's right, title and interest in or to any and all ideas, concepts, know-how,
techniques, processes, inventions, discoveries, developments, software, works of authorship, innovations and improvements (collectively "Inventions") conceived, created or made by Employee during the
Period of Employment, whether
alone or in concert with others, whether patentable or subject to potential copyrights or not, except those that Employee developed or develops entirely on Employee's own time without using the
equipment, supplies, facilities, or Confidential Information of Employer, and provided that such Inventions are unrelated to the business of Employer. Employee agrees to promptly inform and disclose
all Inventions to Employer in writing, and with respect to those Inventions that Employee is required to assign to Employer hereunder, to provide all assistance reasonably requested by Employer in the
preservation of its interests in the Inventions (such as by making applications, executing documents, testifying, etc.), such assistance to be provided at Employer's expense but without additional
compensation to Employee. Employee agrees that all such Inventions are Confidential Information and are the sole and absolute property of Employer.



	e.
	Employee
agrees that any work or Invention created by Employee, alone or with others, during the Period of Employment that is subject to assignment under paragraph (d) above,
and that is eligible for United States copyright protection or protection under the Universal Copyright Convention, the Berne Copyright Convention and/or the Buenos Aires Copyright Convention shall be
a "work made for hire" and the sole and absolute property of Employer. In the event that any such work is deemed not to be a "work made for hire", Employee hereby assigns all right, title and interest
in and to the copyright in such work to Employer, 

 


and
agrees to provide all assistance reasonably requested in the establishment, preservation and enforcement of Employer's copyright in such work, such assistance to be provided at Employer's expense
but without any additional compensation to Employee. 



	f.
	In
the event that Employer is unable, as a result of inability to find Employee after a reasonably diligent effort, as a result of the death or incapacity of Employee, or as a result
of the unjustifiable refusal of Employee, to secure Employee's signature on any documents, applications, or letters patent, copyright or other analogous protection relating to Inventions or other
proprietary rights, Employee hereby irrevocably designates and appoints Employer, by its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act
for and on Employee's behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent,
copyright, or other analogous protection thereon with the same legal force and effect as if executed by Employee. 





	5.
	Non-Competition/Non-Solicitation. Employee holds an executive position with Employer in which Employee manages
portions of the business operations of Employer and supervises or oversees other employees. Employee is considered a key employee of Employer whose efforts are integral to Employer's business and for
which Employee receives commensurately high compensation and benefits. Employer has invested and/or will invest considerable time and money in the development and enhancement of Employee's education,
training and skills and the knowledge of Employer's unique business, which business is worldwide in scope and market. This enhanced skill and knowledge is a substantial asset of Employer and will be
the principal reason that Employer continues the employment relationship and continues to compensate Employee for Employee's work. In addition, Employee has or will become aware of Confidential
Information including the trade secrets, trade practices, and customer lists/names of Employer, which Confidential Information in the hands of a competitor or potential competitor would cause
substantial loss and damage to Employer and/or its customers and clients. Finally, Employee will have close customer contact, which would enable Employee to divert
customer trade. Employee acknowledges that Employee's employment creates a relationship of confidence and trust between Employer and Employee with respect to the Confidential Information of Employer,
its affiliates, customers and clients. Employee also acknowledges the highly competitive nature of Employer's business. In consideration of the above matters, Employee agrees and acknowledges that it
is reasonable, necessary and appropriate in order to protect the immediate interests of and avoid substantial injury to Employer for Employee to accept restrictions on Employee's right to work or be
employed in a fashion which will compete with Employer's business and type of business. 



        Therefore,
Employee covenants, agrees to, and accepts the following restrictions: 



	a.
	Employee
will not, during the Period of Employment, and for 18 months after the termination of employment for any reason, alone or in concert or cooperation with any other
person or entity, as owner, manager, principal, employee, investor, shareholder, consultant, or any other type of operator or advisor, directly or indirectly, engage in the business of, develop, seek
to develop, market, produce or provide any commercial product or service in the nature of those provided by, or under development by Employer or any of its affiliates during the Period of Employment.
This non-competition obligation shall apply to North America, Europe, and any other country where Employer or any of its subsidiaries or affiliates are actively engaged in or pursuing
business during the Period of Employment. This paragraph (a) shall not prohibit the ownership by Employee of less than 2% of any publicly traded corporation, provided that Employee is not
otherwise engaged with such corporation in any of the activities prohibited by this Section 5. 

 



	b.
	Employee
will not, during the Period of Employment, and for 18 months after the termination of employment for any reason, directly or indirectly, (1) hire an employee,
consultant, agent or representative of Employer or its affiliates, successors or assigns or solicit the employment or services of any person who is employed by Employer or its successors or assigns,
or any former employee of the Employer whose employment has been terminated for less than six (6) months; or (2) solicit, directly or indirectly, the business of, or business competitive
with the Employer's then current business with, any customer or client of Employer.



	c.
	The
time periods of the restrictions set forth in paragraphs (a) and (b) above shall be extended for any period of time that Employee is in violation of any provision of
this Section 5. 




If
any court shall determine that the duration, geographic limitations, subject or scope of any restriction contained in this Section 5 is unenforceable, it is the intention of the parties that
this Section 5 shall not thereby be terminated but shall be deemed amended to the extent required to make it valid and enforceable, such amendment to apply only with respect to the operation of
this Section 5 in the jurisdiction of the court that has made the adjudication. 


	6.
	Non-Disparagement. Employee agrees that, other than as required by law, he shall not make or
publish, nor cause or attempt to cause any other person to make or publish, any statement, either written or oral, regarding Employer or any of its affiliates, directors, officers or employees, that
is defamatory or disparaging or that reflects negatively upon the character, personality, integrity or performance of any of them, or that is or reasonably could be expected to be damaging to the
reputation of any of them. Employee further agrees that he shall not discourage, or attempt to discourage, any person, firm, corporation or business entity from doing business with, or utilizing the
services of, Employer.



	7.
	Cooperation. In the event of any termination of Employee's employment for any reason, Employee agrees to cooperate reasonably with
Employer, its affiliates, directors, officers and employees and to be reasonably available to them with respect to continuing and/or future matters arising out of Employee's employment hereunder or
any other relationship with Employer or its affiliates.



	8.
	Affiliated Entities. Employee understands that Employer's business may be carried out by or in conjunction with affiliated companies or
subsidiaries. Employee agrees that Employee's obligations hereunder, including confidentiality, non-competition, non-solicitation and non-disparagement shall apply
equally to the Confidential Information, business and employees of Employers' subsidiaries and affiliates. For such purposes, any reference to Employer or Tanning in this Agreement shall also be
deemed to be a reference to its subsidiaries and affiliates.



	9.
	Remedies for Breach. Employee acknowledges and agrees that the provisions of Sections 4 through 8 of this Agreement are essential to
Employer and are reasonable and necessary to protect the legitimate interests of Employer and its affiliates and that the damages sustained by Employer or its affiliates as a result of a breach of the
agreements contained in such Sections will subject Employer or its affiliates to immediate, irreparable harm and damage, the amount of which, although substantial, cannot be reasonably ascertained,
and that recovery of damages at law will not be an adequate remedy. Employee therefore agrees that Employer and its affiliates, in addition to any other remedy they may have under this Agreement or at
law, shall be entitled to injunctive and other equitable relief to prevent or curtail any breach of any such provision of this Agreement. In the event suit or action is instituted to enforce such
provisions of this Agreement or any of the terms and conditions of such Sections, including, but not limited to, suit for a temporary restraining order or preliminary or permanent injunction, the
prevailing party shall be entitled to costs and reasonable attorneys' fees. Employee waives any right to the posting of a bond in the event of an issuance of a temporary restraining order, preliminary
injunction or permanent injunction upon the issuance of such an order by a court of competent jurisdiction. The provisions 

 


of
this Section 9 shall not prevent Employer or any of its subsidiaries from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the
recovery of damages from Employee. 



	10.
	Employee Notification Requirement. During the Period of Employment, and thereafter during any subsequent period of time that Employee
is reasonably likely to be subject to a continuing obligation
under the terms of this Agreement, Employee will notify Employer of any change of address, and Employee will identify and notify Employer of each and any new job or other business activity in which
Employee plans to engage, together with the name and address of the new employer and a reasonably detailed description of the nature of Employee's new position with such new employer sufficient for
Employer to be able to enforce its rights under this Agreement.



	11.
	Former Employment or Work. Employee represents, acknowledges and agrees that Employee has not brought, and will not bring with
Employee, or use in the performance of Employee's duties for Employer, any materials or documents of any former employer, client, person, or entity of any type, which are not generally available to
the public, unless Employee has obtained written authorization for the possession and use of such materials or documents and provided such authorization to Employer. Employee also understands and
agrees, that in Employee's employment with Employer, Employee shall not breach any obligation of confidentiality or legal duty that Employee has to any former employer or client and agrees that
Employee will fulfill any and all such obligations during the Period of Employment. Employee agrees to indemnify and hold Employer harmless with respect to any breach of this provision pursuant to the
terms of Section 14 below.



	12.
	No Conflicts. Employee represents and warrants that, to the best of his knowledge and belief,
(i) delivery and performance of this Agreement by him does not violate any applicable law, regulation, order, judgment or decree or any agreement to which Employee is a party or by which he is
bound and (ii) upon the execution and delivery of this Agreement by Employee and Employer, this Agreement shall be a valid and binding obligation of Employee, enforceable against him in
accordance with its terms.



	13.
	Assignment. This Agreement, and the duties, obligations and benefits hereunder shall bind and benefit the parties hereto, and to the
extent necessary to carry out its intentions, the legal and personal representatives of the parties. This Agreement may not be assigned without the written permission of the parties, except that
Employer may assign this Agreement to any successor of Employer by reason of reorganization, merger, consolidation, or the partial or complete sale of Employer's business and/or assets.



	14.
	Indemnification. Each party agrees to indemnify and hold harmless the other against any and all damages, claims, losses or expenses,
including reasonable attorney's fees, arising from or relating to any breach of this Agreement.



	15.
	Entire Agreement and Amendment. This Agreement, including the attached Employee Term Sheet which is incorporated by this reference,
constitutes the entire agreement between Employer and Employee, and any verbal or written communication between the parties prior to the adoption of this Agreement, including any offer letter from
Employer to Employee, shall be deemed merged herein and of no further force and effect. Notwithstanding the foregoing, however, Employee shall continue to be liable for the veracity of any
representations concerning Employee made in connection with his or her job application to Employer. This Agreement supersedes any conflicting policies relating to Tanning employees. Except as provided
in the attached Employee Term Sheet, this Agreement may only be altered or amended by a writing signed by Employee and an authorized officer of Employer and no
officer, employee, agent or representative of Tanning has the authority to orally modify any term of this Agreement including, without limitation, the at-will nature of Employee's
employment. 

 



	16.
	Waiver. Neither the delay nor failure by Employer or Employee to enforce any provision or exercise any right under this Agreement, nor
partial or single enforcement or exercise of any such provision or right, shall constitute a waiver of that or any other provision or right.



	17.
	Governing Law and Venue. This Agreement is entered into in Denver, Colorado, and as such it shall be interpreted and enforced under the
laws of the State of Colorado applicable to contracts made to be performed entirely within Colorado. Except as necessary to enforce Employer's rights pursuant to Sections 4 through 8 above, to the
extent that any action is brought in a court of law in connection with this Agreement, the exclusive venue for such action shall be a court of appropriate jurisdiction, including the Federal courts,
located in the City and County of Denver, Colorado.



	18.
	Interpretation. In the event that any one or more provision in this Agreement shall, for any reason, be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such provision had
never been contained herein. If any provision in this Agreement shall be held to be excessively broad as to duration, activity or subject in any jurisdiction, it shall be construed by limiting and
reducing the provision which is deemed excessively broad. A limitation or reduction in the application of any provision in one jurisdiction shall not affect the application of the same provision in
any other jurisdiction.



	19.
	Notices. Any notice required or permitted by this Agreement shall be effective when received, and shall be sufficient if in writing and
personally delivered (including by express courier) or sent by certified mail with return receipt to the address set forth at the end of this Agreement or at such other address as may by notice be
specified by one party to the other.



	20.
	Survival. The provisions of this Agreement that by their nature are intended to survive, including without limitation the
confidentiality, non-disclosure, non-competition, non-solicitation, non-disparagement, cooperation and indemnification provisions, shall survive the
termination of this Agreement.



	21.
	Arbitration. Except with respect to an action by Employer to seek to enforce its legal or equitable rights pursuant to Sections 4
through 8 above, and after the exhaustion of all applicable administrative remedies, any controversy or claim arising out of or related to this Agreement shall be resolved by arbitration in Colorado
under the Commercial Rules of the American Arbitration Association in effect at the time such controversy or claim arises (the "Rules") by one arbitrator selected pursuant to the Rules, except that
the parties specifically authorize the Arbitrator to set a schedule for, accept the
submission of and dispositively rule on any or all of the issues raised in motion(s) and supporting briefs for summary judgment prior to conducting any such arbitration. The arbitrator shall apportion
the costs of arbitration. The award of the arbitrator shall be in writing, shall be final and binding upon the parties, shall not be appealed from or contested in any court and may, in appropriate
circumstances, include injunctive relief. Should any party fail to appear or be represented at the arbitration proceedings after due notice in accordance with the Rules, then the arbitrator may
nevertheless render a decision in the absence of that party, and such decision shall have the same force and effect as if the absent party had been present, whether or not it shall be adverse to the
interests of that party. Any award rendered hereunder may be entered for enforcement, if necessary, in any court of competent jurisdiction, and the party against whom enforcement is sought shall bear
the expenses, including attorneys' fees, of enforcement.



	22.
	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same Agreement. 



Employee accepts employment with Employer on the above-terms and acknowledges by Employee's signature below that Employee is employed at-will, which means that
either Employer or Employee

   may terminate the employment relationship at any time, with or without prior notice, warning, procedure or formality, for any cause or reason or for no cause or reason.



	TANNING TECHNOLOGY

CORPORATION, a Delaware

corporation (Employer)	 	EMPLOYEE
	
By:
	
 	

    
 Louis D'Alessandro
	

Printed Name:
	
 	


	

Title:
	
 	

Date:

	

Date:
	
 	



Address:
	

4600 South Syracuse St., Suite 1200

Denver, CO 80237

303-220-9944	
 	
















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EXHIBIT 10.1

EMPLOYMENT AGREEMENT