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As Of Filer Filing For/On/As Docs:Size Issuer Agent 4/11/07 Prescient Applied Intelligen..Inc 8-K:5 4/11/07 2:29K R R Donnelley...Filer/FA
Document/Exhibit Description Pages Size 1: 8-K Appointmen of Betsy Grose HTML 16K 2: EX-10.01 Employment Agreement, Dated April 9, 2007 HTML 24K
|RE: Employment Offer Letter|
April 9, 2007
Elizabeth A. Grose, CPA
108 Diane Drive
Broomall, PA 19008
On behalf of Prescient Applied Intelligence, I am pleased to extend an offer of employment to you. The details of the offer are as follows:
Prescient is an at-will employer and neither you nor Prescient is bound to continue the employment relationship if either chooses, at its will, to end the relationship at any time; provided, however, in the event you remain an employee of Prescient for a period of twelve months after the date hereof, and your employment with Prescient is terminated without cause, you shall be entitled to two months' severance.
This offer is contingent upon completion with the Immigration Reform and Control Act of 1986, which requires Prescient to verify that each employee hired is legally entitled to work in the United States.
Upon execution, this letter constitutes the entire agreement between Prescient and you with respect to the subject matter herein, and supersedes any prior or contemporaneous statements, representations, warranties, understandings, agreements or inducements of any kind. The agreement set forth herein may be modified only by a writing signed by Prescient and you stating that it modifies the agreement set forth in this letter. The agreement set forth in this letter shall be binding upon and inure to the benefit of the parties and their heirs and assigns.
Please indicate your acceptance by signing and returning a copy of this letter to me at our office. By executing this letter, this offer shall become a binding agreement governing your employment by Prescient.
Betsy, I believe you will make an important contribution to fulfilling Prescient's vision and I look forward to working with you.
Accepted by: __________________________________________________
Elizabeth A. Grose Date
Employee agrees to devote his/her full time and efforts, skill and attention to the business affairs of the Company and agrees that all services he/she performs for the Company will be performed in a skillful and competent manner in accordance with generally acceptable professional standards. Employee further agrees that, so long as he/she is employed by the Company, he/she will devote his/her time, energy, skill and best efforts to the performance of his/her duties in a manner which will faithfully and diligently further the business and interests of the Company.
Employee represents that he/she is not a party to any restrictions, agreements or understandings of any kind which would prevent or make unlawful Employee's acceptance of the terms set forth in this Agreement or Employee's performance under this Agreement. Employee further represents that his/her acceptance of the terms of this Agreement and the performance of services under it do not and will not conflict with or constitute a breach or default of any contract or agreement, oral or written, to which Employee is a party or by which Employee is bound.
Employee agrees that, while employed by the Company and for a period of twelve (12) months after his/her employment with the Company is terminated for any reason, either voluntarily or involuntarily, Employee shall not, on his/her own behalf or the behalf of any other individual or entity, person, firm, corporation or other third party:
The Company may proceed directly to any court of competent jurisdiction for purposes of obtaining injunctive relief and relief ancillary thereto should Employee breach Section 3 or Section 4 of this Agreement. Employee acknowledges and agrees that the restrictions contained in this Agreement, in view of the nature of the business in which the Company is engaged, are reasonable and necessary to protect the legitimate interests of the Company. Employee further acknowledges that a breach of Section 3 or Section 4 of this Agreement will irreparably and continually damage the Company. Employee agrees that, in the event of any such breach or threatened breach, the Company shall be entitled to a preliminary or permanent injunction to prevent continuation of harm, without the necessity of proving actual damages, and to money damages.
Employee consents to be personally subject to the jurisdiction of the federal or state courts located in the Commonwealth of Pennsylvania in any suit by the Company to enforce the restrictions set forth in this Agreement. In the event the Company finds it necessary to enforce this Agreement in a court of law or equity, the twelve (12) month restriction referred to in Section 4 above shall begin from the date of entry of the final order of the court. Employee also acknowledges that the Company shall recover damages caused to it as a result of any breach of Sections 3 or 4, including reasonable counsel fees and costs of suit should the Company prevail.
Continuing education, on-going training courses, product certification and other training programs sponsored by the Company to enhance employees' knowledge and skill level are an investment in the Company's employees. Employee agrees that if he/she voluntarily resigns within one (1) year following the completion of any training course which has been paid for, in whole or in part, by the Company, he/she will reimburse the Company for the costs and expenses incurred as follows:
If Employee voluntarily leaves his/her employment within three (3) months following completion of such training, Employee agrees to reimburse the Company for 100% of all costs and expenses in connection with this training. After three (3) months, Employee's reimbursement to the Company will be pro-rated based on each full month of employment Employee completes after the conclusion of training until a full year has expired. For example, if a training investment of $1,000.00 has been made in Employee during the month of March and Employee voluntarily leaves in September of that same year, Employee is obligated to reimburse the Company for 66.7% of the cost of training, or $667.00. The following pro-rated schedule is applicable for training reimbursement for the one-year period following completion of training:
1-3 months 100%
4 months 88.9%
5 months 77.8%
6 months 66.7%
7 months 55.6%
8 months 44.5%
9 months 33.4%
10 months 22.3%
11 months 11.2%
12 months 0%
Employee authorizes Prescient Systems, Inc. to deduct from his/her final paycheck(s) or other benefits, any training reimbursement due or any other amounts due and owing to the Company. In the event that the amount deducted from Employee's final paycheck(s) or other benefits is less than the amount Employee owes the Company, Employee agrees to repay Prescient Systems, Inc. the full balance within thirty (30) days of the termination of his/her employment. If the Company terminates Employee's employment within the first year after training has been conducted, Employee has no training reimbursement obligation.
Employee acknowledges that he/she is an employee-at-will, which means that his/her employment is of no fixed duration and that either the Employee or the Company can terminate employment at any time, for any or no reason, with or without notice.
The provisions of this Agreement are severable, and if any one provision is found to be unenforceable in whole or in part, the remainder of this Agreement will remain valid and enforceable. In particular, if any of the restrictions contained in Section 3 or Section 4 of this Agreement are found to be unenforceable in whole or in part, the court should nevertheless enforce each restriction or portion thereof which is not found to be unenforceable and may modify any restriction to render it enforceable.
This Agreement and its construction, interpretation and performance will be governed by the laws of the Commonwealth of Pennsylvania.
Employee agrees to bear all legal and administrative costs incurred by Prescient Applied Intelligence, Inc. in enforcing this Agreement.
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