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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/14 Arc Document Solutions, Inc. 10-Q 3/31/14 57:4.5M Workiva Inc |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 405K 2: EX-10.1 Material Contract HTML 96K 3: EX-10.2 Material Contract HTML 107K 4: EX-10.3 Material Contract HTML 95K 5: EX-10.4 Material Contract HTML 93K 6: EX-31.1 Certification -- §302 - SOA'02 HTML 26K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 26K 8: EX-32.1 Certification -- §906 - SOA'02 HTML 20K 9: EX-32.2 Certification -- §906 - SOA'02 HTML 20K 38: R1 Document and Entity Information HTML 38K 29: R2 Condensed Consolidated Balance Sheets HTML 135K 36: R3 Condensed Consolidated Balance Sheets HTML 49K (Parenthetical) 40: R4 Condensed Consolidated Statements of Operations HTML 83K 52: R5 Condensed Consolidated Statements of Comprehensive HTML 39K Income (Loss) 30: R6 Condensed Consolidated Statements of Equity and HTML 64K Comprehensive Income (Loss) 35: R7 Condensed Consolidated Statements of Cash Flows HTML 111K 27: R8 Description of Business and Basis of Presentation HTML 49K 21: R9 Earnings Per Share HTML 32K 53: R10 Restructuring Expenses HTML 40K 42: R11 Goodwill and Other Intangibles Resulting from HTML 66K Business Acquisitions 41: R12 Income Taxes HTML 28K 46: R13 Long-Term Debt HTML 64K 47: R14 Commitments and Contingencies HTML 28K 45: R15 Stock-Based Compensation HTML 31K 48: R16 Fair Value Measurements HTML 28K 37: R17 Description of Business and Basis of Presentation HTML 66K (Policies) 39: R18 Description of Business and Basis of Presentation HTML 36K (Tables) 44: R19 Earnings Per Share (Tables) HTML 28K 57: R20 Restructuring Expenses (Tables) HTML 39K 50: R21 Goodwill and Other Intangibles Resulting from HTML 54K Business Acquisitions (Tables) 32: R22 Long-Term Debt (Tables) HTML 38K 43: R23 Description of Business and Basis of Presentation HTML 33K - Net Sales of Principal Services and Products (Detail) 34: R24 Earnings Per Share - Additional Information HTML 22K (Detail) 18: R25 Earnings Per Share - Basic and Diluted Earnings HTML 27K Per Share (Detail) 51: R26 Restructuring Expenses - Additional Information HTML 30K (Detail) 54: R27 Restructuring Expenses - Summary of Restructuring HTML 25K Expenses (Detail) 24: R28 Restructuring Expenses - Summary of Restructuring HTML 28K Liability (Detail) 23: R29 Goodwill and Other Intangibles Resulting from HTML 21K Business Acquisitions - Additional Information (Detail) 25: R30 Goodwill and Other Intangibles Resulting from HTML 29K Business Acquisitions - Other Intangible Assets Resulting from Business Acquisitions (Detail) 26: R31 Goodwill and Other Intangibles Resulting from HTML 35K Business Acquisitions - Estimated Future Amortization Expense of Amortizable Intangible Assets (Detail) 28: R32 Income Taxes - Additional Information (Detail) HTML 32K 17: R33 Long-Term Debt - Long-Term Debt (Detail) HTML 36K 49: R34 Long-Term Debt - Long-Term Debt (Parenthetical) HTML 29K (Detail) 31: R35 Long-Term Debt - Additional Information (Detail) HTML 103K 33: R36 Commitments and Contingencies - Additional HTML 23K Information (Detail) 20: R37 Stock-Based Compensation - Additional Information HTML 62K (Detail) 56: R38 Fair Value Measurements - Additional Information HTML 30K (Detail) 55: XML IDEA XML File -- Filing Summary XML 77K 16: EXCEL IDEA Workbook of Financial Reports XLSX 91K 22: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 410K 10: EX-101.INS XBRL Instance -- arc-20140331 XML 693K 12: EX-101.CAL XBRL Calculations -- arc-20140331_cal XML 160K 13: EX-101.DEF XBRL Definitions -- arc-20140331_def XML 228K 14: EX-101.LAB XBRL Labels -- arc-20140331_lab XML 963K 15: EX-101.PRE XBRL Presentations -- arc-20140331_pre XML 507K 11: EX-101.SCH XBRL Schema -- arc-20140331 XSD 105K 19: ZIP XBRL Zipped Folder -- 0001445305-14-001914-xbrl Zip 115K
ARC-3.31.2014-Ex 10.2 |
1. | EMPLOYMENT. |
2. | TERM. |
3. | POSITION,
DUTIES AND RESPONSIBILITIES. |
(a) | During the Employment Term, Executive shall have the position, duties and responsibilities set forth in Appendix A to this Agreement. |
(b) | Executive agrees to faithfully serve ARC, devote his full working time, attention and energies to the business of ARC, its subsidiaries and affiliates, and perform the duties under this Agreement to the best of his abilities. Executive shall not engage in any other employment,
occupation or consulting activity for any direct or indirect remuneration. This obligation shall not preclude Executive from: (i) serving in any volunteer capacity with any professional, community, industry, civic, educational or charitable organization; (ii) serving as a member of corporate boards of directors, provided that the Chief Executive Officer (“CEO”) of ARC has given written consent, and these activities or services do not materially interfere or conflict with Executive’s responsibilities or ability to perform his duties under this Agreement; or (iii) engaging in personal investment |
(c) | Executive agrees (i) to comply with all applicable laws, rules and regulations; (ii) to comply with ARC’s rules, procedures, policies, requirements, and directions; and (iii) not to engage in any other business or employment without the written consent of ARC except as otherwise specifically provided herein. |
4. | COMPENSATION AND BENEFITS. |
5. | NON-COMPETITION; NON-SOLICITATION. |
(a) | Engage in any business similar or related to or competitive with the business conducted by ARC described from time to time in ARC’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “Core Business of ARC”); |
(b) | Render advice or services to, or otherwise assist, any other person, association, corporation, or other entity that is engaged, directly or indirectly, in any business similar or
related to, or competitive with, the Core Business of ARC; |
(c) | Transact any business in any manner with or pertaining to suppliers or customers of ARC which, in any manner, would have, or is likely to have, an adverse effect upon the Core Business of ARC; or |
(d) | Induce any employee of ARC to terminate his or her employment with ARC,
or hire or assist in the hiring of any such employee by any person or entity not affiliated with ARC. |
6. | CONFIDENTIALITY; INVENTIONS. |
(a) | Confidentiality. Executive acknowledges that it is the policy of ARC to maintain as secret and confidential all valuable and unique information heretofore
or hereafter acquired, developed or used by ARC relating to the business, operations, employees and customers of ARC, which information gives ARC a competitive advantage in the industry, and which information includes technical knowledge, know-how or trade secrets and information concerning operations, sales, personnel, suppliers, customers, costs, profits, markets, pricing policies, all matters referred to in Section 6(b) below, and other confidential information and materials (the "Confidential Information"). |
(i) | Non-Disclosure. Executive recognizes that the services to be performed by Executive are special and unique, and that by reason of his duties he will be given, acquire
or learn Confidential Information. Executive recognizes that all such Confidential Information is the sole and exclusive property of ARC and its subsidiaries or affiliates. Executive shall not, either during or after his employment by ARC, disclose the Confidential Information to anyone outside ARC or use the Confidential Information for any purpose whatsoever, other than |
(ii) | Return
of Confidential Information. Executive shall deliver promptly upon termination of employment with ARC, or at any time requested by ARC, all memos, notes, records, reports, manuals, drawings, and any other documents, whether in electronic form or otherwise, containing any Confidential Information, including without limitation all copies of such materials in any format which Executive may then possess or have under his control. |
(b) | Ownership of Inventions; Assignment of Rights. |
(i) | Disclosure of Inventions
to Company. Executive agrees promptly to fully disclose in writing to ARC and to hold in trust for the sole right and benefit of ARC, or its designee, all of Executive's rights, titles, and interests in and to any and all inventions, discoveries, developments, concepts, improvements, trade secrets, formulas, techniques, processes, software, and know-how, whether or not patentable and whether or not reduced to practice, all works of authorship, whether or not copyrightable, and any and all other like developments or items conceived, developed, or learned by Executive during the period of employment by ARC, either alone or jointly with others, which relate to or result from the actual or anticipated business, work, research, development or investigations of ARC, or which result, to any extent, from use of ARC's property, supplies, equipment or facilities or of the Proprietary Information (the foregoing hereinafter collectively referred to as the
"Inventions"). |
(ii) | Inventions are Sole Property of ARC. To the extent Inventions include material subject to copyright protection, such materials have been specially commissioned by ARC and they shall be deemed "work for hire" as such term is defined under U.S. copyright law. Executive acknowledges and agrees that all Inventions shall be the sole property of ARC or any other entity designated by it, and Executive hereby irrevocably and exclusively assigns to ARC, its successors,
and assigns, without further consideration, all right, title, and interest in and to all such Inventions including, without limit, any trademarks, service marks, trade names, copyrights, patents, trade secrets, mask work rights or other intellectual property or proprietary rights relating to the Inventions, in any and all countries, whether or not registrable under United States or foreign trademark, copyright, patent or similar laws and all applications for registration thereunder ("Rights"). Such assignment does not apply to any invention which qualifies fully under the provisions of Section 2870 of the California Labor Code (attached hereto for reference); provided, however, Executive shall maintain contemporaneous written records of the process of creating such an invention; and provided further that such invention (including the records relating thereto) remains subject to the disclosure obligation of the preceding
paragraph. To the extent any of Executive's rights in Inventions, including without limitation any moral rights, are not subject to assignment hereunder, Executive further grants to ARC an exclusive, perpetual, irrevocable, royalty-free worldwide license to such Inventions for use, sale, license and distribution, marketing, advertising, copying and to make derivative works thereof or any other use ARC wishes. ARC or any other entity designated |
(iii) | Assignment of Inventions. Executive agrees to assist ARC, or its designee, at ARC's expense to secure ARC's Rights in and to the Inventions and will disclose to ARC all pertinent information and data with respect to the Inventions that is needed to secure the Rights and will execute all applications, specifications, assignments and other instruments which ARC reasonably requests to enable ARC to apply for and obtain the Rights, and to assign and convey to ARC, its successors, assigns, and nominees the sole and exclusive rights, titles and interests |
(iv) | Prior Inventions. Any and all prior inventions, discoveries and improvements made by Executive prior to employment with ARC shall not be affected by this Agreement. Executive acknowledges that he provided a complete
list of such |
(c) | Use of Information. Executive shall not deliver, reproduce or in any way allow Confidential Information to be delivered or used by any third party without specific direction or consent of ARC's CEO. Likewise, Executive shall not disclose to ARC, use in ARC's business, or cause ARC to use, any documents,
information or material that is a trade secret of others. |
(d) | Predecessors, Subsidiaries and Affiliates. For purposes of this Section, references to ARC include its predecessors, subsidiaries and affiliates. |
7. | TERMINATION OF EMPLOYMENT. |
(a) | Death. Upon Executive’s death. |
(b) | Disability. Upon Executive becoming “Permanently Disabled”, which, for purposes of this Agreement, shall
mean Executive’s incapacity due to physical or mental illness or cause, which, in the written opinion of Executive’s regular licensed physician, results in the Executive being unable to perform his duties on a full-time basis for six (6) months during a period of twelve (12) months. |
(c) | Termination by ARC for Cause. Upon written notice to Executive, ARC may terminate this Agreement for “Cause,” which, for purposes of this Agreement, shall mean termination by ARC in its reasonable
discretion because of Executive’s: |
(i) | willful refusal without proper cause to perform (other than by reason of physical or mental disability or death) the duties set forth in this Agreement or delegated from time to time in writing by the Board of Directors or ARC’s CEO, which remains uncorrected for thirty (30) days following written notice to Executive by ARC’s CEO; or |
(ii) | gross negligence, self-dealing or willful misconduct of Executive in connection with the performance of his duties hereunder, including, without limitation,
misappropriation of funds or property of ARC or its subsidiaries or affiliates, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of ARC or its subsidiaries or affiliates, or any willful act or gross negligence having the effect of injuring the reputation, business or business relationships of ARC or its subsidiaries or affiliates; or |
(iii) | fraud, dishonesty or misappropriation of ARC business and assets that harms
the business of ARC or its subsidiaries or affiliates; or |
(iv) | habitual insobriety, abuse of alcohol, abuse of prescription drugs, or use of illegal drugs; or |
(v) | engaging in any criminal activity involving moral turpitude; or |
(vi) | indictment
or being held for trial in connection with a misdemeanor involving moral turpitude or any felony; or |
(vii) | conviction of a felony or entry into a guilty plea that negatively reflects on Executive’s fitness to perform the duties or harms the reputation or business or ARC or its subsidiaries or affiliates; or |
(viii) | any material breach of any covenants under this Agreement or other material policy of ARC, other than under clauses (i) through
(vii) of this Section 7(c), which remains uncorrected for thirty (30) days following written notice to Executive by ARC’s CEO. |
(d) | Termination by ARC without Cause. Upon written notice to Executive, ARC may terminate this Agreement at any time without any Cause or reason whatsoever. |
(e) | Termination by Executive with Good Reason. Upon written notice to ARC of any of the following “Good Reasons,” and the failure of ARC to correct
the reduction, change or breach within thirty (30) days after receipt of such notice, Executive may terminate this Agreement after the occurrence of: |
(i) | a material change by ARC in the nature of Executive’s title, duties, authorities and responsibilities set forth in this Agreement without Executive’s express written consent; or |
(ii) | a reduction in the nature of Executive’s compensation as established under this Agreement, without Executive’s express written consent; or |
(iii) | a
change in the officers (including a change in the persons who occupy such positions) to whom Executive reports without Executive’s express consent; or |
(iv) | a material breach by ARC of any material sections of this Agreement, other than as set forth in clauses (i) through (iii) of this Section 7(e); or |
(v) | a Change of Control, as defined in Section 7(g), as a result of which Executive is not offered the same or comparable position in the surviving company, or is offered such position but within twelve (12) months after Executive accepts
such position, Executive’s employment is terminated either without Cause or for a Good Reason described in subsections (i), (ii), (iii) of this Section 7(e) or in subsection (iv) as to the employment agreement then applicable to Executive. |
(f) | Termination by Executive without Good Reason. Upon forty-five (45) days prior written notice to ARC, Executive may terminate this Agreement and resign from Executive’s employment hereunder without any Good Reason. |
(g) | Change of Control. |
(i) | For
purposes of this Agreement, “Change of Control” shall mean: |
(A) | ARC merges or consolidates with any other corporation (other than one of ARC’s subsidiaries), as a result of which ARC is not the surviving company, or the shares of ARC voting stock outstanding immediately after such transaction do not constitute, become exchanged for or converted into, more than fifty percent (50%) of the Voting Shares of the merged or consolidated company (as defined below); |
(B) | ARC
sells or otherwise transfers or disposes of all or substantially all of its assets; |
(C) | Any third person or entity shall become the Beneficial Owner, as defined by Rule 13(d)-3 under the Securities Exchange Act of 1934, in one transaction or a series of related transactions within any twelve (12) month period, of at least fifty percent (50%) of the Voting Shares of ARC’s then outstanding voting securities. |
(ii) | For purposes of this Agreement, “Voting Shares” shall mean the combined
voting securities entitled to vote in the election of directors of a corporation, including ARC, or the merged, consolidated or surviving company, if other than ARC. |
8. | COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT. |
(a) | Earned but Unpaid Compensation. Executive will be
entitled to: (i) payment for all Base Salary and unused vacation accrued and prorated, but unpaid, as of the effective date of termination, provided that payment will be made no later than 30 days after the effective date of termination, (ii) payment, when due, of any vested but unpaid Incentive Bonus for the preceding fiscal year, (iii) any unreimbursed business expenses authorized by this Agreement, provided that such reimbursement will be paid to Executive no later than 30 days after the effective date of termination, (iv) continuation of any benefits under Section 4 of Appendix B as required by applicable law (e.g., COBRA), and (v) |
(b) | Termination because of Death or Disability of Executive. If Executive’s employment hereunder is terminated under Sections 7(a) or (b) by reason of Executive’s death or by reason of being Permanently Disabled, Executive or his family shall be entitled to continuation of coverage and premium payments by ARC under ARC’s group insurance programs for Executive and his eligible family members under Section 6 for a period of twelve (12) months after the termination of employment. |
(c) | Termination
by ARC for Cause or by Executive without Good Reason. If Executive’s employment hereunder is terminated by ARC for Cause pursuant to Section 7(c), or by Executive without Good Reason pursuant to Section 7(f), Executive shall not be entitled to any additional payments or benefits hereunder. |
(d) | Other Compensation and Benefits. Except as may be provided under Section 9 of this Agreement, |
(vi) | any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements
referred to in Appendix B shall be determined and paid in accordance with the terms of such plans, policies and arrangements, and |
(vii) | Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such termination or resignation. |
9. | ADDITIONAL COMPENSATION PAYABLE FOLLOWING TERMINATION WITHOUT CAUSE OR TERMINATION FOR GOOD REASON. |
(a) | Requirements
for Additional Compensation. In addition to the compensation set forth in Section 8 above, Executive will receive the additional compensation and benefits set forth in paragraph (b) below, if the following requirements are met: |
(ix) | Executive’s employment is terminated by ARC without Cause pursuant to Section 7(d) above or by Executive for Good Reason pursuant to Section 7(e) above; and |
(x) | On or after his date of termination, Executive executes a Release Agreement in the form attached as Appendix C to this
Agreement (or such substantially similar form as may be provided by ARC) within the time frame specified by ARC. |
(b) | Additional Compensation. ARC shall provide Executive with the following compensation and benefits: |
(i) | ARC shall continue to pay Executive his Base Salary at the rate in effect immediately prior to his termination date as if he had continued in employment until the end of the twelve (12)-month period beginning on such termination date (the “Severance Pay Period”);
|
(ii) | Continuation of coverage and premium payments by ARC under ARC’s group insurance programs for Executive and his eligible family members under Section 4 of Appendix B during the Severance Pay Period; |
(iii) | unvested stock options, restricted stock or similar rights granted to Executive shall accelerate and become vested and exercisable immediately as of the effective date of termination. |
(c) | Parachute
Payments. In the event that the severance, acceleration of stock options and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended or replaced (the "Code”) and (ii) but for this Section 9(c), would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then Executive's benefits hereunder shall be either: |
(viii) | provided to Executive in full; or |
(ix) | provided
to Executive only as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless ARC and Executive otherwise agree in writing, any determination required under this Section 9(c) shall be made in writing in good faith by ARC’s independent public accountants (the "Accountants"). For purposes of making the calculations required by this Section 11(e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code. ARC and Executive shall
furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this |
(d) | Special Section 409A Rules Applying to Payment Severance Compensation. |
(i) | This
Section shall apply to all or any portion of any payment or benefit a payable under the Agreement as a result of termination of the Executive's employment that is not exempted from Section 409A of the Code ("409A Severance Compensation"). |
(ii) | Notwithstanding anything in the Agreement to the contrary, the following rules shall apply to any 409A Severance Compensation in order to prevent any accelerated or additional tax under Section 409A of the Code: |
(A) | If the termination of the Executive's
employment does not qualify as a "separation from service" within the meaning of Treasury Regulation section 1.409A-1(h) from the "Company's Controlled Group", then any 409A Severance Compensation will not commence until a "separation from service" occurs or, if earlier, the earliest other date as is permitted under Section 409A of the Code. For this purpose, the "Company's Controlled Group" means the Company (i) any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Company and (ii) any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the
Company. |
(B) | In any case where the date of Executive’s termination of employment and the date by which Executive is required to deliver a Release Agreement that has become effective fall in two separate taxable years, any payments or benefits required to be made to Executive that are conditioned on the effectiveness of the Release Agreement and are treated as nonqualified deferred compensation for purposes of Section 409A of the Code shall be made in the later taxable year, with any payments or benefits deferred pursuant to this clause (whether they
would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the payment dates otherwise specified for them herein. |
(C) | If at the time of the Executive's separation from service, Executive is a "specified employee" as defined in Section 409A of the Code, then the Company will defer the commencement of any 409A Severance Compensation (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6)
months following your separation from service or, if earlier, the earliest other date as is permitted under Section 409A. |
10. | ARBITRATION AND EQUITABLE RELIEF |
(a) | Arbitration. In consideration of Executive’s employment with ARC, its promise to arbitrate all employment-related disputes and Executive’s receipt of the compensation |
(b) | Procedure. Any arbitration will be administered by JAMS and a neutral arbitrator will be selected in a manner consistent with its rules for the resolution of employment disputes. The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration
hearing. The arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. ARC will pay for any administrative or hearing fees charged by the |
(c) | Remedy.
Except as provided by the Rules and this Agreement, arbitration shall be the sole, exclusive and final remedy for any dispute between ARC and Executive. Accordingly, except as provided for by the Rules and this Agreement, neither ARC nor Executive will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful ARC policy, and the arbitrator shall not order or require ARC to adopt a policy not otherwise required by law which ARC has not adopted. |
(d) | Availability of Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, ARC may also petition
the court for injunctive relief, notwithstanding any provision in this Agreement requiring arbitration, where ARC alleges or claims a violation of this Agreement, or any separate agreement between Executive and ARC regarding trade secrets, confidential information or non-solicitation, or California Labor Code §2870. No bond shall be required of ARC. Executive understands and agrees that any breach or threatened breach of this Agreement or of any such separate agreement will cause irreparable injury to ARC or its subsidiaries or affiliates and that money damages will not provide an adequate remedy therefore, and Executive hereby consents to the issuance of an injunction. In the event either party |
(e) | Administrative Relief. This Agreement does not prohibit Executive from pursuing an administrative claim with a local, state or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission or the Workers’ Compensation Board. This Agreement does, however, preclude Executive from pursuing court action regarding any such claim. |
(f) | Voluntary
Nature of Agreement. Executive acknowledges and agrees that he is executing this Agreement voluntarily and without any duress or undue influence by ARC or anyone else. Executive further acknowledges and agrees that he has carefully read this Agreement, that he has asked any questions needed for him to understand the terms, consequences and binding effect of this Agreement, and that he fully understands this Agreement, including that he is waiving his right to a jury trial. Finally, Executive acknowledges that he has been provided an opportunity to seek the advice of an attorney of his choice before signing this Agreement. |
11. | WITHHOLDING OF TAXES. |
12. | COMPLIANCE WITH SECTION 409A. |
13. | NO CLAIM AGAINST ASSETS. |
14. | GOVERNING LAW. |
15. | NOTICES. |
If to ARC: | ARC Document Solutions, Inc. 1981 North Broadway, Suite 385 Walnut Creek, CA 94596 Attn.: Chief Executive Officer |
16. | SEVERABILITY. |
17. | ASSIGNMENT. |
18. | ENTIRE
AGREEMENT; AMENDMENT. |
19. | MISCELLANEOUS. |
(a) | Waiver.
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. |
(b) | Separability. If any term or provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. |
(c) | Headings.
Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement. |
(d) | Rules of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa. |
(e) | Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Agreement. |
Title: President and Chief Executive Officer | Address: |
1. | ARC will employ Executive as its Chief Technology Officer (“CTO”). |
2. | Executive shall report to ARC’s Chief Executive Officer (“CEO”). Executive's primary responsibilities shall be to: |
a. | Design,
develop and implement technology solutions as required for general business planning regarding technology and systems required to maintain ARC's business operations and competitiveness; |
b. | recognize new developments in technology and anticipate trends; |
c. | update and improve technology solutions acquired by, or developed within, ARC to facilitate ARC to maintain its competitive edge in the market place; |
d. | establish
and advise ARC on long-term needs for information systems and plan strategies for developing systems and acquiring hardware to meet ARC's business needs; |
e. | research, develop and establish the infrastructure required for the company's information management systems and to enable the company and its systems to remain current with industry standards and trends; |
f. | serve
as technical project manager or designate and oversee project managers related to ARC systems and technology; |
g. | be responsible for the development, operation, protection and maintenance of ARC's software tools and products, including the PlanWell series of products, Abacus, BidCaster, EWO, MetaPrint and OneView, and such new or additional products as may be owned or developed by ARC from time to time; |
h. | manage and maintain ARC's technology center(s) and oversee the training of technical personnel; |
i. | ensure
that ARC's intellectual property, including such software tools and products, are at all times during the term of, and upon the expiration or termination of, this Agreement, fully secured and documented in accordance with industry standards and best practices; |
j. | ensure that, upon the expiration or termination of this Agreement, the duties and responsibilities of Executive as CTO shall be transitioned to a new person hired or |
k. | perform other duties commonly incident to the office and such other duties and have such other powers as ARC's CEO shall designate from time to time. |
1. | Base Salary. During the Employment Term, ARC shall pay Executive a base salary at the annual rate of $575,000 per year or such higher rate as may be determined from time to time by ARC in accordance with ARC’s compensation policies and practices (“Base Salary”). Such Base Salary shall be paid in accordance with ARC’s standard payroll practice for senior executives. |
2. | Incentive
Bonus. During the Employment Term, Executive shall be eligible to receive an annual Incentive Bonus (“Incentive Bonus”) in an amount not exceeding eighty percent (80%) of Executive’s Base Salary per year contingent upon achievement of performance criteria to be established by ARC’s CEO in consultation with Executive and approved by the Compensation Committee of ARC’s Board of Directors. Except as otherwise provided in this Agreement, Executive shall not be entitled to payment of an Incentive Bonus unless he remains continuously employed through the last day of the fiscal year to which such bonus relates. The Incentive Bonus shall be paid no later than no later than March 15th after the close of each fiscal year, in cash or ARC common stock, or partly in each, as elected by Executive at least 20 days before the date such Incentive Bonus is paid. As a condition to receiving ARC common stock Executive
must deposit with ARC on the date of issuance cash in the amount, if any, by which the total of employee withholding taxes required to be withheld with respect to the entire Incentive Bonus exceeds the cash portion of the Incentive Bonus available for withholding. |
3. | Additional Discretionary Bonuses. ARC may from time to time, in its absolute discretion, establish additional bonus programs for Executive. |
4. | Benefit Plans and Fringe Benefits. Executive shall be eligible to participate
in or receive benefits under 401(k) savings plan, nonqualified deferred compensation plan, supplemental executive retirement plan, medical and dental benefits plan, life insurance plan, short-term and long-term disability plans, supplemental and/or incentive compensation plans, or any other employee benefit or fringe benefit plan, generally made available by ARC to senior executives in accordance with the eligibility requirements of such plans and subject to the terms and conditions set forth in this Agreement. ARC shall pay full cost for coverage of Executive and Executive’s spouse and eligible children under all group insurance (including self-insured) benefit plans. |
5. | Vacations. Executive shall be entitled to four (4)
weeks paid vacation each calendar year accrued and vested in accordance with ARC’s vacation policy applicable to senior executives. |
6. | Expense Reimbursement. ARC shall promptly reimburse Executive for the ordinary and necessary business expenses incurred by Executive in the performance of the duties |
7. | Professional Organization Dues, Memberships, etc. During the Employment Term, ARC shall reimburse Executive for such dues and memberships of appropriate professional organizations which are approved by ARC’s CEO. |
8. | Stock and Equity Plan Participation. In the sole discretion of the Board of Directors of ARC, Executive shall be eligible to participate in stock option, stock purchase, stock bonus and similar plans of ARC established
from time to time by ARC |
ARC DOCUMENT SOLUTIONS, INC. By: Title: _______________________________ | Address: |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/7/14 | 8-K, S-8 | ||
5/1/14 | 4, 8-K, DEF 14A | |||
For Period end: | 3/31/14 | 4 | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Arc Document Solutions, Inc. 10-K 12/31/23 85:8.6M 2/23/23 Arc Document Solutions, Inc. 10-K 12/31/22 82:9.1M 2/24/22 Arc Document Solutions, Inc. 10-K 12/31/21 81:9M 2/24/21 Arc Document Solutions, Inc. 10-K 12/31/20 82:9M |