Exhibit 10.46
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated this 28th day of February, 2000, between Design
Automation Systems, Inc., a Texas company, currently having its principal place
of business at 3200 Wilcrest, Suite 370, Houston, Texas 77042 (the "Company"),
and Peter Davis (the "Executive") an individual.
WHEREAS, the Company desires to employ Executive and Executive desires to be
employed by the Company, as Executive Vice President of the Company.
WHEREAS, the Executive is willing to enter into an agreement with the Company
upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and covenants herein contained,
the parties hereto agree as follows:
1.
TERM OF AGREEMENT.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
THE TERM OF EMPLOYMENT OF THE EXECUTIVE UNDER THIS EMPLOYMENT AGREEMENT SHALL BE
FOR THE PERIOD COMMENCING ON THE DATE HEREOF (THE "COMMENCEMENT DATE) AND
TERMINATING ON FEBRUARY 28, 2003, UNLESS SOONER TERMINATED AS PROVIDED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5 HEREOF.
(SUCH TERM OF EMPLOYMENT IS
HEREIN SOMETIMES CALLED THE "EMPLOYMENT TERM.")
2.
EMPLOYMENT.
AS OF THE COMMENCEMENT DATE, THE COMPANY HEREBY
AGREES TO EMPLOY THE EXECUTIVE AS EXECUTIVE VICE PRESIDENT OF THE COMPANY, AND
THE EXECUTIVE HEREBY ACCEPTS SUCH EMPLOYMENT AND AGREES TO PERFORM HIS DUTIES
AND RESPONSIBILITIES HEREUNDER IN ACCORDANCE WITH THE TERMS AND CONDITIONS
HEREINAFTER SET FORTH.
3.
DUTIES AND RESPONSIBILITIES.
(A)
DUTIES.
EXECUTIVE SHALL PERFORM SUCH
DUTIES AS ARE USUALLY PERFORMED BY AN EXECUTIVE VICE PRESIDENT OF A BUSINESS
SIMILAR IN SIZE AND SCOPE AS THE COMPANY AND SUCH OTHER REASONABLE ADDITIONAL
DUTIES AS MAY BE PRESCRIBED FROM TIME-TO-TIME BY THE COMPANY'S BOARD OF
DIRECTORS WHICH ARE REASONABLE AND CONSISTENT WITH THE COMPANY'S OPERATIONS,
TAKING INTO ACCOUNT EXECUTIVE'S EXPERTISE AND JOB RESPONSIBILITIES.
THIS
AGREEMENT SHALL SURVIVE ANY JOB TITLE OR RESPONSIBILITY CHANGE AGREED TO BY
EXECUTIVE.
EXECUTIVE SHALL REPORT DIRECTLY TO THE BOARD OF DIRECTORS OF THE
COMPANY REGARDING IMPLEMENTATION OF ALL BUSINESS MATTERS.
ALL ACTIONS OF
EXECUTIVE SHALL BE SUBJECT AND SUBORDINATE TO THE REVIEW AND APPROVAL OF THE
BOARD OF DIRECTORS.
NO OTHER PERSON OR GROUP SHALL BE GIVEN AUTHORITY TO
SUPERVISE OR DIRECT EXECUTIVE IN THE PERFORMANCE OF HIS DUTIES.
THE BOARD OF
DIRECTORS SHALL BE THE FINAL AND EXCLUSIVE ARBITER OF ALL POLICY DECISIONS
RELATIVE TO THE COMPANY'S BUSINESS.
(B)
DEVOTION OF TIME.
DURING THE TERM OF THIS
AGREEMENT, EXECUTIVE AGREES TO DEVOTE SUFFICIENT TIME AND ATTENTION DURING
NORMAL BUSINESS HOURS TO THE BUSINESS AND AFFAIRS OF THE COMPANY TO THE EXTENT
NECESSARY TO DISCHARGE THE RESPONSIBILITIES ASSIGNED TO EXECUTIVE AND TO USE
REASONABLE BEST EFFORTS TO PERFORM FAITHFULLY AND EFFICIENTLY SUCH
RESPONSIBILITIES.
DURING THE TERM OF THIS AGREEMENT IT SHALL NOT BE A VIOLATION
OF THIS AGREEMENT FOR EXECUTIVE TO (I) SERVE ON THE BOARDS OF CORPORATIONS OR
CHARITABLE INSTITUTIONS (WITH THE PERMISSION FROM THE COMPANY'S BOARD OF
DIRECTORS); (II) DELIVER LECTURES, FULFILL SPEAKING ENGAGEMENTS TO TEACH AT
EDUCATIONAL INSTITUTIONS; (III) MANAGE PERSONAL INVESTMENTS OR COMPANIES IN
WHICH PERSONAL INVESTMENTS ARE MADE SO LONG AS SUCH ACTIVITIES DO NOT
SIGNIFICANTLY