EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into as of
this 1st day of May, 2002, by and between Integrated Spatial Information
Solutions, Inc. ("Employer" or "ISIS") and John C. Antenucci ("Executive").
WHEREAS, Employer is a corporation organized under the laws of the state of
Colorado and with its principal places of business in Frankfort, Kentucky; and
WHEREAS, Executive is an individual with knowledge and experience that are
valuable to Employer; and
WHEREAS, Employer desires to employ Executive and Executive desires to
accept such employment subject to the terms and conditions hereinafter set
forth.
NOW THEREFORE, and in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereby agree as follows:
1. EMPLOYMENT
Employer hereby employs Executive and Executive hereby accepts employment
by Employer, upon all of the terms and conditions as hereinafter set forth.
2. TERM
The term of this Agreement shall be for three (3) years commencing on May
1, 2002, and ending on April 30, 2005 ("the Expiration Date"), unless renewed or
extended by written agreement executed on or before the Expiration Date by
Executive and by Employer with the approval of Management. As a courtesy to
Executive, Employer shall indicate in writing its intent to renew or extend this
Agreement at least thirty (30) days prior to the Expiration Date.
3. TERMINATION OF AGREEMENT
This Agreement shall terminate upon the occurrence of any of the following
events:
(a) Upon written notice of termination from either party to the other
party, which notice may be given at any time, with or without cause,
and shall be effective ninety days (90) days thereafter unless a
different effective date is agreed in writing by the parties;
(b) Upon the expiration of this Agreement without renewal or extension as
provided in paragraph 2 of this Agreement; or
(c) Upon Executive's death.
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Upon the termination of this Agreement, Executive shall be entitled to
payment of compensation that is earned but unpaid for services rendered by
Executive as of the date of termination of this Agreement. In addition,
Executive shall be entitled to Separation Pay to the extent expressly set forth
in Exhibit A to this Agreement, which pay shall become due and owing according
to the schedule set forth in Exhibit A. However, Executive shall not be entitled
to any compensation for services not yet performed, including services which
could have been performed but for the termination of this Agreement.
At the discretion of Employer, Employer may (a) require that Executive
continue to perform his duties during the period between notice pursuant to
Section 3(a) of this Agreement and the resulting termination of this Agreement,
or (b) relieve Executive of his duties during such period (while continuing to
provide compensation and benefits in accordance with this Agreement).
4. DUTIES
Executive is employed by Employer as its Chief Executive Officer and
President and shall also serve as Chief Executive Officer and President of
Employer's wholly-owned subsidiary, PlanGraphics, Inc. ("PlanGraphics"). The
precise nature of Executive's duties shall be as defined by the Board of
Directors of Employer and may be broadened, curtailed or otherwise modified by
the Board of Directors of Employer from time to time in its sole discretion.
Executive agrees to devote his full working time, energy and professional
talent to the performance of the duties of his position with Employer.
Notwithstanding the foregoing, Executive may serve as a director or trustee of
another organization upon the prior written consent of Management.
During the term of this Agreement, Employer shall nominate Executive for
election to the Board of Directors of Employer and to the Board of Directors of
PlanGraphics as a member of the management slate at each annual meeting of the
stockholders of those companies, or at each meeting of the stockholders at which
his class, if such class be designated, comes up for election.
Executive's primary place of employment shall be Frankfort, Kentucky.
5. COMPENSATION
Executive's compensation under this Agreement shall be as set forth in
Exhibit A, which is attached hereto and incorporated herein. Such compensation
shall be paid in accordance with the payroll policies and procedures of
Employer, as they may be modified from time to time at Employer's sole
discretion.
Upon the termination of this Agreement, Executive shall have no further
rights to compensation under this Agreement except for Separation Pay as
provided in Exhibit A.
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6. TRADE SECRETS, INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
a. Definitions.
For purposes of this Agreement, the following terms shall have the
following definitions:
(i) "The ISIS Companies" shall mean ISIS and all subsidiaries of
ISIS, both individually and collectively, throughout their
history. (For example, "employment with the ISIS Companies" shall
include all employment with any of the ISIS Companies, both
before and after they became ISIS Companies, and "property of the
ISIS Companies" shall include all property of any of the ISIS
Companies, both before and after they became ISIS Companies,
etc.)
(ii) "Trade Secrets" shall have the meaning ascribed to it in the
Kentucky Uniform Trade Secrets Act, KRS ss.365.880, as such
provision may be amended from time to time. The term "Trade
Secrets" shall include all documents containing Trade Secrets.
(iii) "Intellectual Property" shall mean all products of human
intelligence which have been protected or could be protected from
appropriation or use by others through application of laws
governing patent, trademark, copyright, or other similar
protections, including but not limited to ideas, processes,
trademarks, service marks, inventions, discoveries, and
improvements to any of the foregoing, provided that such
materials relates to the services, methodologies or technologies
used by or developed for the ISIS Companies during the course of
Executive's employment with the ISIS Companies. The term
Intellectual Property" shall include all documents containing
Intellectual Property.
(iv) "Confidential Information" shall mean all non-public information
concerning the business or the operation of the business of the
ISIS Companies, including but not limited to information
concerning: operations, organization or management; finances;
business plans and strategies; clients; relationships with
contractors and vendors; proprietary or specialized computer
software; employees; products and services; equipment and
systems; and prospective and executed contracts and other