{"id":39304,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-law-office-information-systems-inc-and-w.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-law-office-information-systems-inc-and-w","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-law-office-information-systems-inc-and-w.html","title":{"rendered":"Employment Agreement &#8211; Law Office Information Systems Inc. and W. Clark Wigley"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\nThis Agreement sets for the terms and conditions of your employment with Law\nOffice Information Systems, Inc. (LOIS).  The attached confidentiality and\nequipment loan Agreement are an integral part of this Agreement.  This Agreement\nconstitutes the entire understanding between the parties hereto and any prior\nwritten or oral promises or modifications hereto are hereby merged into and\nbecome a part of this Agreement.\n\nPosition:  You are an employee of Law Office Information Systems, Inc.  Your\n--------                                                                    \nprincipal job will be to market LOIS to prospective customers, high priests,\nCourt systems, Bar Associations, CLE Organizations, and the like.  You are\nexpected to work to develop new states, new products and establish the\nrelationships set forth above, as well as working on ventures with other\npublishers.  The nature of your responsibilities and your job position may\nchange from time to time.  You will also work in presenting the company to the\nfinancial community, as needed.  The nature of your responsibilities will\nrequire extensive travel both within and outside the U.S.\n\nSalary and Benefits:  Your compensation will be $10,000 per month, and may be\n--------------------                                                         \nincreased from time to time upon the approval of the Board of Directors.  You\nand your family will also be covered by the Company's health and dental plan.\nLOIS will also reimburse you for ordinary and necessary travel and other\nbusiness expenses relating to your business activities with LOIS.  The Company's\nphilosophy is to operate with minimum operating expense, therefore, it is\nimportant that you work in a manner that minimizes these expenses.\n\nDuration Requirement.  You agree to remain employed by LOIS for a minimum of two\n---------------------                                                           \n(2) years after the date of an offering requiring registration under the\nSecurities Act of 1934 ('Public Offering') by LOIS, or until August 1, 1999,\nwhichever comes first.  In the event of a merger of LOIS with or into another\ncorporation, or the sale of substantially all of the assets of the Company, then\nand in that event, this Duration Requirement is hereby removed, if agreed to by\nthe other party to such transaction.\n\nEquity:  Upon the execution of this Agreement, you will be granted options by\n-------                                                                      \nthe Parker Trust to purchase 140,000 shares of LOIS stock at an exercise price\nof $2.50 per share.  You will be able to exercise these options according to the\n   -----                                                                        \nconditions outlined below.\n\n1.   If LOIS makes a Public Offering:  Subject to the requirements of the\n     --------------------------------                                    \n     Securities and Exchange Commission, after August 1, 1999 or two years after\n     the date of the Public Offering, whichever occurs sooner, you will be able\n     to exercise options to purchase 105,000 shares. The remaining options to\n     purchase 35,000 shares shall be exercisable without restriction,\n     immediately upon the date the Company files a registration statement for\n     the Public Offering.\n\n2.   If LOIS is acquired or merged:  In the event of the merger of LOIS with or\n     -----------------------------                                             \n     into another corporation, or the sale of substantially all of the assets of\n     the Company, you may exercise options to purchases all 140,000 shares\n     immediately prior to or concurrent with the completion of that sale or\n     merger, with the understanding that you agree to sell or exchange your\n     entire interest in LOIS stock to the acquiring party in a transaction\n     recommended by the Board of Directors.  The proceeds from the exercise of\n     105,000 of your options shall remain\n\n                                       1\n\n \n     in the Parker Trust until August 1, 1999, unless the acquiring party agrees\n     to remove the Duration Requirement detailed above. If the Duration\n     Requirement is removed, the proceeds from your 105,000 shares shall be paid\n     directly to you. In all instances, the proceeds from the sale of the\n     remaining 35,000 shares shall be paid directly to you.\n\n3.   If the event that items 1 or 2 (above) do not occur:  You will be able to\n     ----------------------------------------------------                     \n     exercise all 140,000 options on August 1, 1999 or at any time thereafter\n     until August 1, 2009, and accrue all proceeds directly to you.\n\nFurther, it is agreed that while the Duration Requirement is in effect you may\ninstruct the Parker Trust to sell shares for which you hold options in any\nPublic Offering or in the public marketplace, subject to approval of the\nCompany's underwriters and compliance with applicable securities laws. In such\nevent, the proceeds from these sales, less the exercise price, shall be held in\nyour account in the Parker Trust and invested in an financial institution\nselected by the Parker Trust.  The amount of this account together with any\ninterest earned on these funds shall be distributed to you after your satisfying\nall conditions of exercise.\n\nYou may also sell your stock if the Company does not elect to make a Public\nOffering or is not acquired or merged.  In that event, LOIS or the Parker Trust\nhas the first right of refusal to match any bona fide offer of purchase.  LOIS\nor the Parker Trust shall be notified in writing of said intent to sell; the\nparty making said purchase; and the amount of said purchase.  Within 15 days\nthereafter and neither LOIS or the Parker Trust has matched the offer, you can\nsell to the party with the bona fide offer.\n\nAdditional Equity and Dilution:  During your employment you may be able to gain\n------------------------------                                                 \nadditional equity interest in the Company through participation in the Company's\nStock Option Plan.  The amount of options, if any, that you may receive will be\ndetermined by the Board of Directors.  It is also understood that from time to\ntime, the Company may issue additional shares of stock, which will dilute your\nownership in the Company.\n\nTermination and Severance:  If you elect to terminate your employment with LOIS\n--------------------------                                                     \nwithin 2 years after completion of a Public Offering, or August 1, 1999,\nwhichever comes first, all options under this Agreement shall lapse.  You also\nagree that you will not be entitled to any severance from LOIS or any\ngovernmental institution or agency if you terminate this agreement.\n\nIf LOIS terminates your employment without 'legal cause,' then and in that\nevent, you shall receive a severance package equal to the amount of your monthly\nsalary plus health benefits, payable for a period of 6 months.  Thereafter, you\nagree that you will not file for any unemployment benefits with any governmental\nagency or institution.  Furthermore, options held by you at the time of such\ntermination which would be exercisable but for the requirement for continued\nemployment described in the previous paragraphs, shall be exercisable for 30\ndays following termination.  In the event that you had instructed the Parker\nTrust to sell stock subject to an option covered in this agreement, you shall\nreceive those moneys within 30 days.\n\nIf LOIS terminates your employment for 'legal cause' during said time period\nmentioned in the preceding sentence, all unexercised options shall be terminated\nand your entitlement to any funds\n\n                                       2\n\n \nheld in the Parker Trust shall be forfeited. Termination for legal cause shall\nmean termination for any of the following reasons: Willful breach or habitual\nneglect of duty, or; conviction of any crime, or; conduct lacking moral\nturpitude, or; dishonesty, or; violation of any statutory or common law duty,\nor; violation of a fiduciary duty to LOIS, or; accepting any item of value in\nthe aggregate in excess of $1,000.00 from any direct or indirect competitor of\nLOIS for any reason, unless approved by the Board of Directors.\n\nThe Agreement is deemed to have been signed and executed on July 2, 1996.\n\n\nAccepted as to form and content:              Accepted as to form and content:\n\n\/s\/ Kyle D. Parker                            \/s\/ W. Clark Wigley\n\nKyle D. Parker,                               W. Clark Wigley\nPresident and C.E.O.,\nLaw Office Information Systems, Inc.\n\n                                       3\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8072],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39304","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-loislawcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39304","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39304"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39304"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39304"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39304"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}