Exhibit
10.9


 





 


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT, entered into as a condition of employment between
INDUSTRIAL SYSTEMS ASSOCIATES, INC., (“ISA”) a Pennsylvania corporation and its
affiliates and subsidiaries (the “Company”), and the undersigned individual
(the “Employee”).


 


WHEREAS, ISA and the Employee are entering into an employment
relationship contemporaneously herewith; and


 


WHEREAS, the Employee will, as a result of employment with the Company,
be provided access to trade secrets and confidential information, including the
Company’s products, suppliers, pricing, costs and distribution processes,
related to the business carried on by the Company; and


 


WHEREAS, the Company and the Employee desire to set forth in writing
certain terms and conditions of their employment relationship including, but
not limited to, restrictions imposed upon the Employee pertaining to use by the
Employee of the Company’s trade secrets and confidential information.


 


NOW, THEREFORE, THE PARTIES hereto agree that the following terms and
conditions shall govern their employment relationship.


 


1.                                       DUTIES:  The Employee is hereby employed
by ISA and shall render such services, perform such duties and act in such
capacities for the Company as may be prescribed from time to time by the
Company.


 


2.                                       TERM:  The Employee’s employment is at
will and may be terminated at any time by the Employee or by the Company with
or without cause. For the purposes hereof, the term “cause” shall mean
reasonable job-related grounds for dismissal based on a failure or inability of
the Employee satisfactorily to perform the Employee’s job duties, disruption of
the Company’s operations, or other legitimate business reasons as determined at
Company’s discretion. Except in the event of termination of Employee by Company
for cause, either party shall provide the other with two weeks’ advance notice
(or for Employee, such longer period as provided for in the Employee Handbook)
prior to termination of employment. Company may elect to pay Employee two weeks’
pay in lieu of such notice period.


 


3.                                       EXTENT OF SERVICES:   The Employee shall devote
Employee’s entire working time, attention and energies during the Company’s
normal business hours to the business of the Company and shall not, during the
term of this Agreement, be engaged in any other business activity, whether or
not such activity is pursued for gain, profit or other pecuniary advantage; but
this provision shall not prohibit the Employee from investing personal assets
in businesses which do not compete with the Company and in a manner which will
not materially interfere with the Employee’s duties hereunder.


 


4.                                       COMPENSATION AND BENEFITS:  The
Company shall pay to the Employee and the Employee agrees to accept from the
Company, in full payment for the Employee’s services hereunder, the annual
salary or hourly amount as indicated in an offer letter to Employee or as
otherwise agreed to by the parties. The Employee shall receive such benefits as
are customarily provided by the Company to employees as described in the
Company’s Employee Handbook, which Handbook is subject to change from time to
time, within the sole discretion of the Company. If the Employee gives notice
of termination that is, from the last day of employment, less than the period provided
for in the Company’s


 





















 


Employee Handbook or as otherwise indicated by Company, the Employee
shall forfeit any Company benefits or other monies due (vacation, etc.).


 


5.                                       CONFIDENTIAL INFORMATION:  Confidential
Information means information which the Company regards as confidential or
proprietary and which the Employee learns or develops during or related to
their employment, including, but not limited to, information relating to:


 


a.                the Company’s products, suppliers’ products,
pricing, and costs and distribution processes;


b.               the Company’s marketing plans and
projections;


c.                lists of names and addresses of the Company’s
customers and prospective customers, and their purchasing personnel, purchasing
policies, requirements and preferences;


d.               trade secrets that are used in the Company’s
business, and which give the Company an opportunity to obtain an advantage over
competitors who do not know such trade secrets or how to use the same; and


e.                software in various stages of development
(source code, object code, documentation, flow charts), specifications, models,
data and customer information.


 


Employee assigns to Company any rights Employee may have in any
Confidential Information. Employee shall not disclose any Confidential
Information to any third-party or use any Confidential Information for any
purposes other than as authorized by the Company.


 


6.                                       SURRENDER OF MATERIALS:  The
Employee hereby agrees to deliver to the Company promptly upon request or on
the date of termination of the Employee’s employment, all documents, copies
thereof and other materials in the Employee’s possession pertaining to the
business of the Company and its customers, including, but not limited to,
Confidential Information (and each and every copy, disk, abstract, summary or
reproduction of the same made by or for the Employee or acquired by the
Employee), and thereafter to promptly return documents and copies thereof and
other material in the Employee’s possession. The Employee will be responsible
for the value of all Company or customer property that is not timely returned.
Employee authorizes the Company to deduct the value of such property from any
monies owed to Employee.


 


7.                                       DISCLOSURE OF INFORMATION AND SOLlCITATION OF
CERTAIN CUSTOMERS AND EMPLOYEES: KEY EMPLOYEE NQN-COMPETE:  The
Employee acknowledges that the Company has developed and maintains at great
expense, valuable customers, customer lists and customer contacts, many of
which are of longstanding and that in order to pursue Employee’s employment
gainfully under the Agreement, Employee will be given Confidential Information
concerning such customers, including information concerning such customers’
purchasing personnel, policies, requirements, and preferences. Accordingly, the
Employee agrees that during the period of Employee’s employment and for
twenty-four (24) months after termination of employment with the Company by
Employee or by Company, for any reason, with or without cause, the Employee
will not directly or indirectly:


 


(i) become employed by any entity described in section 7(ii)(a),
or


 


(ii) on Employee’s behalf or on behalf of any other
person or entity, perform any act with respect to the sale, attempted sale or
promotion of the sale of any Conflicting Product to any person or entity:


 





















 


a.               which during the twenty-four (24) month
period prior to such termination was serviced by, contacted, by or the
responsibility of the Employee or any person under the Employee’s supervision
or direction; this includes applicable customers and suppliers; or


 


b.              which is located in the geographical
territory to which the Employee was assigned or for which the Employee had
responsibility at any time during the twenty-four (24) month period prior to
such termination; or


 


c.               which is then a current customer or active
prospect of the Company or was a customer of the Company during the twenty-four
(24) month period prior to Employee’s termination.


 


The term “Conflicting Product” shall mean any product, process or
service which is the same as, similar to, or in any manner competitive with any
Company product (which includes third-party products that are distributed by
Company), process, or service. Conflicting Product includes, but is not limited
to, the provision of an integrated supply or commodity purchasing program.


 


(iii)       own,
manage, operate, finance, join, control, or participate in the ownership,
management, operation, financing or control of, or be connected as an officer,
director, employee, partner, principal, agent, representative, consultant or
otherwise with, or use or permit Employee’s name to be used in connection with
any Competing Business or any entity which would require by necessity use of
Confidential Information. This section 7 (iii) shall only apply if
Employee was a Key Employee at the time of termination of employment or was
employed in such a capacity at any time during the three years preceding
termination,


 


The term “Competing Business” shall mean any business or enterprise
engaged in the in the provision of an integrated supply or commodity purchasing
program or in any other business engaged in by the Company within: (A) a state
or commonwealth of the United States or the District of Columbia, or (B) any
foreign country, in which the Company has engaged in any such business within
the prior year or has undertaken preparations to engage.


 


The term “Key Employee” shall include those employees designated by the
Company at any time as key employees and shall specifically include, but not be
limited to: (A) officers of the Company, (B) Site Managers and above, (C)
director level employees and above, (D) any employee who attended a mid-year or
end of year Company managers’ meeting, and (E) any employee who during
employment has regular access to Company Confidential Information.


 


During the period of Employee’s employment by the
Company and for twenty-four (24) months thereafter, the Employee will not
induce, attempt to induce or in any way assist any other person in inducing or
attempting to induce any employee or agent of the Company to terminate their
relationship with the Company. Further, during such period Employee will not
directly or indirectly, on Employee’s own behalf or on behalf of any other
person or entity employ or solicit for employment any current or former Company
employee or agent.


 





















 


If there is a breach or threatened breach of any of
the foregoing provisions of this section, or any other obligation contained in
this Agreement, the Company shall be entitled to an injunction restraining the
Employee from any such breach without the necessity of proving actual damages,
and the Employee waives the requirement of posting a bond. Nothing herein,
however, shall be construed as prohibiting the Company from pursuing other
remedies for such breach or threatened breach.


 


Employee agrees not to disclose to Company or use
for its benefit any confidential information that Employee may possess from any
prior employers or other sources.


 


8.                                       OTHER
CONDITIONS OF EMPLOYMENT:  The
Employee shall be subject to other terms and conditions of employment as set
forth in the prevailing Company: a) Employee Handbook, b) Business Ethics
Guidelines, c) commission, bonus or stock option programs and d) any other
Company policies or benefits, all of which shall be subject to interpretation
and change from time to time at the
sole discretion of the Company.


 


9.                                       GOVERNING LAW AND RELATED MATTERS:  This
Agreement shall be governed by and construed and enforced in accordance with
the laws of the Commonwealth of Pennsylvania. Employee agrees that in the event
of any violation of this Agreement, or any other matter arising out of or
relating to this Agreement, an action may be removed to or commenced by
Employer in any federal or state court of competent jurisdiction in the
Commonwealth of Pennsylvania. Employee hereby waives, to the fullest extent
permitted by law, any objection that Employee may now or hereafter have to such
jurisdiction or to the laying of the venue of any such suit, action or
proceeding brought in such a court and any claim that such suit, action or
proceeding has been brought in an inconvenient forum. Employee agrees that
effective service of process may be made upon Employee by mail to any address
Employee has provided to Company. In the event Employer files suit against
Employee for any reason, or in the event Employer is otherwise involved in
litigation concerning this Agreement or the employment relationship between the
parties, and a court of competent jurisdiction finds in favor of Employer on
any such matter. Employee shall reimburse Employer its reasonable costs and
attorney’s fees incurred in connection with such suit.


 


The various parts of this Agreement are
intended to be severable. Should any part be rendered or declared invalid be
reason of any legislation or by a decree of a court of competent jurisdiction,
such part shall be deemed modified to the extent required by such legislation
or decree and the invalidation or modification of such part shall not
invalidate or modify the remaining parts hereof. Without limiting the
generality of the foregoing, if the scope of any covenant contained in this
Agreement is too broad to permit enforcement to its full extent, such covenant
shall be enforced to the maximum extent permitted by law. The Employee agrees
that such scope may be judicially modified accordingly.


 


10.                                 ASSIGNMENT:  The Company may assign its
interest in connection with this Agreement to any affiliate or in connection
with the sale of its business.


 


11.                                 ENTIRE
AGREEMENT:  This Agreement represents the full and complete understanding
between the Company and the Employee with respect to the subject matter hereof
and supersedes all prior representations and understandings, whether oral or written and, except
as provided
for herein, shall


 





















 


not be modified except upon written amendment
executed by Employee and an officer of Company holding the position of Vice
President or above.


 


12.                              ACKNOWLEDGMENT:  Employee
acknowledges that Employee was provided with an unsigned copy of this Agreement
in advance of accepting employment and was accorded ample opportunity to read,
ask questions, seek clarification, and seek whatever counsel relative to the
Agreement Employee desired. Employee further acknowledges receipt of a signed
copy of this Agreement and that Employee has read and understands all of its
terms and conditions.


 


IN WITNESS WHEREOF, the parties have executed this
instrument the day and year above and below written.


 


	
  INDUSTRIAL
  SYSTEMS ASSOCIATES, INC.

  	
   

  	
  EMPLOYEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Neil M. Cohen

  	
   

  	
  By:

  	
  /s/ Don Woodring

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
  12/4/00

  	
   

  
	
  Executed
  At:

  	
  Bensalem,
  Pennsylvania

  	
   

  	
  Printed
  Name:

  	
  Don Woodring