CONCEIVED DURING THE EXECUTIVE TERM, WHETHER
OR NOT THE PROPERTY OF SOFTBRANDS UNDER THE TERMS OF THIS PROVISION, PROVIDED
THAT SUCH DISCLOSURE SHALL BE RECEIVED BY SOFTBRANDS IN CONFIDENCE.
UPON THE
REQUEST OF SOFTBRANDS, EXECUTIVE SHALL EXECUTE ALL DOCUMENTS, INCLUDING PATENT
APPLICATIONS AND ASSIGNMENTS, REQUIRED BY SOFTBRANDS TO ESTABLISH SOFTBRANDS'
RIGHTS UNDER THIS PROVISION.
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5.7
REPRESENTATIONS.
THE EXECUTIVE REPRESENTS AND WARRANTS TO
SOFTBRANDS THAT HE HAS FULL POWER TO ENTER INTO THIS TRANSITION AGREEMENT AND
PERFORM HIS DUTIES HEREUNDER, AND THAT HIS EXECUTION AND DELIVERY OF THIS
TRANSITION AGREEMENT AND THE PERFORMANCE OF HIS DUTIES SHALL NOT RESULT IN A
BREACH OF, OR CONSTITUTE A DEFAULT UNDER, ANY AGREEMENT OR UNDERSTANDING,
WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY RESTRICTIVE COVENANT
OR CONFIDENTIALITY AGREEMENT, TO WHICH HE IS A PARTY OR BY WHICH HE MAY BE
BOUND.
5.8
NON-PAYMENT UPON NON-COMPLIANCE.
SHOULD EXECUTIVE BREACH ANY ONE
OF THE COVENANTS SET FORTH IN THIS ARTICLE V, SOFTBRANDS SHALL HAVE NO
OBLIGATION TO MAKE THE PAYMENTS OR TO PROVIDE EXECUTIVE THE BENEFITS DESCRIBED
IN ARTICLE IV ABOVE, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES SOFTBRANDS MAY
HAVE AVAILABLE AT LAW OR IN EQUITY.
SOFTBRANDS SHALL PROVIDE WRITTEN NOTICE TO
EXECUTIVE, TEN (10) DAYS PRIOR TO AN EXPECTED PAYMENT, OF THE BREACH OF A
COVENANT AND THE ENSUING NON-PAYMENT THEREOF; PROVIDED, HOWEVER, THAT IF
SOFTBRANDS LEARNS OF THE BREACH WITHOUT SUFFICIENT TIME TO PROVIDE TEN (10) DAYS
NOTICE, SOFTBRANDS SHALL PROVIDE WRITTEN NOTICE AS SOON THEREAFTER AS
PRACTICABLE.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1
NOTICES.
ALL NOTICES TO BE GIVEN BY EITHER PARTY TO THE OTHER
SHALL BE IN WRITING AND MAY BE TRANSMITTED BY PERSONAL DELIVERY, FACSIMILE
TRANSMISSION, OVERNIGHT COURIER OR MAIL, REGISTERED OR CERTIFIED, POSTAGE
PREPAID WITH RETURN RECEIPT REQUESTED; PROVIDED, HOWEVER, THAT NOTICES OF CHANGE
OR ADDRESS OR TELEX OR FACSIMILE NUMBER SHALL BE EFFECTIVE ONLY UPON ACTUAL
RECEIPT BY THE OTHER PARTY.
NOTICES SHALL BE DELIVERED AT THE FOLLOWING
ADDRESSES, UNLESS CHANGED AS PROVIDED FOR HEREIN.
To the Executive:
George H. Ellis
8401 North Central Expressway
Suite 840
Dallas, TX
75225
Facsimile:
(214) 363-4396
To SoftBrands:
Board of Directors
SoftBrands, Inc.
Two Meridian Crossings, Suite 800
Minneapolis, MN 55423
Facsimile:
(612) 851-1584
With Copy to:
Thomas Martin
Dorsey & Whitney LLP
50 South Sixth Street
Minneapolis, MN 55402
Facsimile:
(612) 340-7800
6.2
NO ASSIGNMENT, IN GENERAL.
EXCEPT AS PROVIDED BELOW, THIS
TRANSITION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES, MAY NOT BE
ASSIGNED BY EITHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
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6.3
ENTIRE AGREEMENT.
THIS TRANSITION AGREEMENT AND THE DOCUMENTS
DELIVERED PURSUANT HERETO SUPERSEDES ANY AND ALL OTHER AGREEMENTS OR
UNDERSTANDINGS OF THE PARTIES, EITHER ORAL OR WRITTEN, WITH RESPECT TO THE
EMPLOYMENT OF THE EXECUTIVE BY SOFTBRANDS, AND CONTAINS THE COMPLETE AND FINAL
AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT THERETO.
THE EXECUTIVE
ACKNOWLEDGES THAT NO REPRESENTATION, INDUCEMENTS, PROMISES OR AGREEMENTS, ORAL
OR OTHERWISE, HAVE BEEN MADE BY SOFTBRANDS OR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, OR