<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended MARCH 31, 1996
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 0-16569
CAM DATA SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3866450
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
17520 NEWHOPE STREET # 100 92708
FOUNTAIN VALLEY, CALIFORNIA
(Address of principal (Zip code)
executive offices)
(714) 241-9241
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
As of March 31, 1996 there were 1,941,000 shares of common stock outstanding.
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CAM DATA SYSTEMS, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
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<S> <C>
PART I Financial Information
Item 1 Condensed Financial Statements:
Condensed Balance Sheets at March 31,
1996 and September 30, 1995 3
Condensed Statements of Operations for three
months ended March 31, 1996 and 1995 4
Condensed Statements of Operations for six
months ended March 31, 1996 and 1995 5
Condensed Statements of Cash Flows for
six months ended March 31, 1996 and 1995 6
Notes to Condensed Financial Statements 7-8
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 9-10
PART II Other Information 11
Signature page 12
</TABLE>
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PART I. FINANCIAL INFORMATION
CAM DATA SYSTEMS, INC.
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31 SEPTEMBER 30
1996 1995
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $2,952,500 $3,015,700
Accounts receivable, net 1,977,300 1,817,100
Inventories 385,800 433,800
Prepaid expenses 80,200 76,600
Deferred income taxes 50,000 50,000
---------- ----------
Total current assets 5,445,800 5,393,200
Property and equipment, net 607,000 442,600
License agreement and capitalized
software costs, net 196,200 268,100
Note receivable from officer 14,300 15,000
Other assets 22,200 22,200
---------- ----------
Total assets $6,285,500 $6,141,100
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 458,500 $ 615,200
Accrued compensation and related expenses 473,000 594,000
Income taxes payable 168,000 201,300
Customer deposits and deferred service revenue 305,800 151,800
Accrued installation costs 125,000 110,000
Other accrued liabilities 308,300 381,000
---------- ----------
Total current liabilities 1,838,600 2,053,300
Stockholders' equity:
Common stock, $.001 par value,
5,000,000 shares authorized,
1,941,000 shares issued and
outstanding (1,931,000 at Sept. 30, 1995) 1,900 1,900
Paid-in capital in excess of par 3,817,000 3,795,700
Less notes receivable for purchase
of common stock (50,900) (60,900)
Retained earnings 678,900 351,100
---------- ----------
Total stockholders' equity 4,446,900 4,087,800
---------- ----------
Total liabilities and stockholders' equity $6,285,500 $6,141,100
========== ==========
</TABLE>
See notes to financial statements
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CAM DATA SYSTEMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
MARCH 31 MARCH 31
1996 1995
---- ----
<S> <C> <C>
REVENUES:
Net system revenues $2,727,600 $2,494,600
Net service revenues 684,600 687,000
---------- ----------
Total net revenues 3,412,200 3,181,600
COSTS AND EXPENSES:
Costs of system revenues 1,208,700 1,218,300
Costs of service revenues 372,300 465,800
---------- ----------
Total costs of revenues 1,581,000 1,684,100
Selling, general and
administrative expenses 1,291,600 1,389,000
Research and development expense 300,000 216,000
Interest income (32,700) (19,400)
---------- ----------
Total costs and expenses 3,139,900 3,269,700
---------- ----------
Income (loss) before (provision) benefit
for income taxes 272,300 (88,100)
(Provision) benefit for income taxes (106,000) 16,000
---------- ----------
NET INCOME (LOSS) $ 166,300 $ (72,100)
========== ==========
Primary net income (loss) per share $ .08 $ (.04)
========== ==========
Fully-diluted net income (loss) per share $ .08 $ (.04)
========== ==========
Shares used in computing primary
net income (loss) per share 2,132,800 1,911,000
========== ==========
Shares used in computing fully
-diluted net income (loss) per share 2,159,200 1,911,000
========== ==========
</TABLE>
See notes to financial statements
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CAM DATA SYSTEMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------
MARCH 31 MARCH 31
1996 1995
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<S> <C> <C>
REVENUES:
Net system revenues $5,396,500 $5,583,700
Net service revenues 1,344,200 1,340,700
---------- ----------
Total net revenues 6,740,700 6,924,400
COSTS AND EXPENSES:
Costs of system revenues 2,432,800 2,651,000
Costs of service revenues 707,100 948,000
---------- ----------
Total costs of revenues 3,139,900 3,599,000
Selling, general and
administrative expenses 2,575,100 2,872,800
Research and development expense 557,000 435,000
Interest income (68,400) (31,400)
---------- ----------
Total costs and expenses 6,203,600 6,875,400
---------- ----------
Income before provision
for income taxes 537,100 49,000
Provision for income taxes (209,300) (37,000)
---------- ----------
NET INCOME $ 327,800 $ 12,000
========== ==========
Primary net income per share $ .16 $ .01
========== ==========
Fully-diluted net income per share $ .15 $ .01
========== ==========
Shares used in computing primary
net income per share 2,114,500 1,970,800
========== ==========
Shares used in computing fully
-diluted net income per share 2,159,200 1,997,300
========== ==========
</TABLE>
See notes to financial statements
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CAM DATA SYSTEMS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------
MARCH 31 MARCH 31
1996 1995
---- ----
<S> <C> <C>
Cash provided by operations:
Net income $ 327,800 $ 12,000
Adjustments to reconcile net
income to net cash provided
by operations:
Depreciation and amortization 192,800 333,200
Provision for doubtful accounts 10,000 10,000
Other 10,700 4,000
Net changes in operating assets
and liabilities (340,500) (173,700)
---------- ----------
Net cash provided by operations 200,800 185,500
---------- ----------
Cash used in investing activities:
Purchase of property and equipment (285,300) (124,600)
Capitalized software costs -- (5,100)
---------- ----------
Cash used in investing activities (285,300) (129,700)
---------- ----------
Cash provided by financing activities:
Proceeds from exercise of stock options 21,300 --
---------- ----------
Net increase (decrease) in cash (63,200) 55,800
Cash and cash equivalents at
beginning of period 3,015,700 1,614,900
---------- ----------
Cash and cash equivalents at
end of period $2,952,500 $1,670,700
========== ==========
</TABLE>
See notes to financial statements
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CAM DATA SYSTEMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. PRESENTATION OF CONDENSED FINANCIAL STATEMENTS
The balance sheet as of March 31, 1996, and the related statements of
operations for the three and six month periods ended March 31, 1996 and 1995,
and statements of cash flows for the six month periods ended March 31, 1996 and
1995 are unaudited; in the opinion of management, all adjustments necessary for
a fair presentation of such financial statements have been included. Such
adjustments consisted only of normal recurring items. Interim results are not
necessarily indicative of results for a full year. The condensed financial
statements and notes are presented as permitted by Form 10-Q, and therefore
should be read in the conjunction with the Company's annual report on Form 10-K
for the year ended September 30, 1995.
INVENTORIES
Inventories are stated at the lower of cost determined on a first-in,
first out basis, or net realizable value, and is composed of electronic point
of sale hardware and computer equipment used in the sale and service of the
Company's products.
STATEMENTS OF CASH FLOWS
Net changes in operating assets and liabilities as shown in the condensed
statements of cash flows are as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------
MARCH 31 MARCH 31
(Increase) decrease in: 1996 1995
---- ----
<S> <C> <C>
Accounts receivable $(170,200) $ (63,400)
Inventory 48,000 (63,100)
Prepaid expenses (3,600) 28,900
Increase (decrease) in:
Accounts payable (156,700) (289,800)
Sales commission payable (121,000) 28,000
Accrued installation costs 15,000 (2,000)
Customer deposits 154,000 57,000
Accrued liabilities (106,000) 130,700
--------- ---------
Net changes in operating assets
and liabilities $(340,500) $(173,700)
========= =========
</TABLE>
Income taxes paid for the six months ended March 31, 1996 and 1995 were
$246,800 and $55,800, respectively. There was no interest expense paid in
the first six months of 1996 or 1995.
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CAM DATA SYSTEMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
2. ACQUISITIONS
On April 12, 1996, CAM Data Systems. announced the acquisition of
Interactive Computer Systems, Inc. (ICS) of Las Vegas, Nevada. ICS is a
reseller and "master developer" for M#A#S 90(R) accounting, distribution and
manufacturing software. M#A#S 90 is a product of State Of The Art(TM) of
Irvine, CA. CAM Data Systems will offer integrated M#A#S 90 accounting
solutions with its CAM and Profit$ software for retailers. The Company will
also offer M#A#S 90 distribution and manufacturing solutions. ICS will be
operated as a wholly owned subsidiary.
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CAM DATA SYSTEMS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996, AS COMPARED TO
THREE MONTHS ENDED MARCH 31, 1995
SIX MONTHS ENDED MARCH 31, 1996, AS COMPARED TO
SIX MONTHS ENDED MARCH 31, 1995
RESULTS OF OPERATIONS
NET REVENUES for the three months ended March 31, 1996 increased 7% to
$3,412,200 consisting of a 9% increase in system revenues, while service
revenues were flat compared to the three months ended March 31, 1995. The
increase in system revenues for the three month period ended March 31, 1996 was
primarily a result of higher sales volume. Net revenues for the six months
ended March 31, 1996 decreased 3% to $6,740,700 consisting of a 3% decrease in
system revenues, while service revenues were flat compared to the six months
ended March 31, 1995. The decrease in system revenues for the six month period
ended March 31, 1996 was primarily a result of softer demand for the Company's
software products in the first quarter of 1996. The flat service revenues for
the three and six month periods ended March 31, 1996, was attributed to a
decrease in the service revenue related to the sale of the Silver Plus division
in September 1995, offset by the increased installed customer base for CAM and
Profit$.
GROSS MARGIN for the three months ended March 31, 1996 was 54% compared to 47%
for the three months ended March 31, 1995. Gross margin on system sales
increased to 56% for the three months ended March 31, 1996 compared to 51% for
the three months ended March 31, 1995. Gross margin for the six months ended
March 31, 1996 was 53% compared to 48% for the six months ended March 31, 1995.
Gross margin on system sales was 55% for the six months ended March 31, 1996,
compared to 53% for the six months ended March 31, 1995. The increase in gross
margin for system revenues was due to less pricing discounting. Gross margin
for service revenue was 46% for the three months ended March 31, 1996 compared
to 32% for the same period of 1995 Gross margin for service revenue was 47%
for the six months ended March 31, 1996 compared to 29% for the six months
ended March 31, 1995. The margin increase in service revenue was due to a
decrease in costs related to the sale of the Silver Plus division in September
1995. There was also a decrease in 1996 service costs due to certain unstaffed
positions in customer support that should be staffed by next quarter.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES expressed as a percentage of net
revenues decreased for the three month period ended March 31, 1996 to 38%,
compared to 44% for the three month period ended March 31, 1995. Selling,
general and administrative expenses for the three months ended March 31, 1996
decreased 7% to $1,291,600, from the three months ended March 31, 1995.
Selling, general and administrative expenses expressed as a percentage of net
revenues decreased for the six month period ended March 31, 1996 to 38%,
compared to 41% for the six month period ended March 31, 1995. Selling,
general and administrative expenses for the six months ended March 31, 1996
decreased 10% to $2,575,100, from the six months ended March 31, 1995. The
decrease was due to a decrease in expenses related to the sale of the Silver
Plus division in September 1995.
RESEARCH AND DEVELOPMENT EXPENSE increased 39% to $300,000 for the three month
period ended March 31, 1996 from $216,000 for the three month period ended
March 31,
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1995. Research and development expense increased 28% to $557,000 for the six
month period ended March 31, 1996 from $435,000 for the six month period ended
March 31, 1995. The increase for both periods was related to the enhancement
of the CAM and Profit$ software products.
INCOME TAXES, the effective tax rate was 39% for the three and six months ended
March 31, 1996. The Company was in an alternative minimum tax position for
federal income tax purposes for the six months ended March 31, 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents totaled $2,952,500 on March 31, 1996
compared to $3,015,700 on September 30, 1995. The Company generated $200,800
of cash from operations, and utilized $285,300 for the purchase of land in
Nevada, and fixed assets for the six months ended March 31, 1996, compared to
the generation of $185,500 from operations, and utilization of $124,600 for the
purchase of fixed assets for the six months ended March 31, 1995.
Other than the acquisition of Interactive Computer Systems (ICS), the Company
has no significant commitments for expenditures. However, the Company plans to
build a facility in Nevada to house the research and development group.
Management believes the Company's existing working capital coupled with funds
generated from the Company's operations, will be sufficient to fund its
presently anticipated working capital requirements for the foreseeable future.
Inflation has had no significant impact on the Company's operations.
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CAM DATA SYSTEMS, INC.
<TABLE>
<CAPTION>
PART II - OTHER INFORMATION
<S> <C>
Items 1 - 5 Not Applicable
Item 6 Exhibits and Reports on Form 8-K
(A) Exhibits:
Exhibit 10(h) Employment agreement, dated January 1, 1996, between
the Company and Geoffrey D. Knapp
Exhibit 10(i) Change of Control agreement, dated January 1, 1996,
between the Company and Geoffrey D. Knapp
Exhibit 10(j) Employment agreement, dated January 1, 1996, between
the Company and Paul Caceres Jr.
Exhibit 10(k) Change of Control agreement, dated January 1, 1996,
between the Company and Paul Caceres Jr.
Exhibit 11 Computation of Net Income (Loss) Per Share
Exhibit 27 Financial Data Schedule
(B) Reports on Form 8-K None
</TABLE>
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAM DATA SYSTEMS, INC. (Registrant)
Date: May 6, 1996 By /S/ Paul Caceres Jr.
Paul Caceres Jr.
Chief Financial and
Accounting Officer
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<PAGE> 1
EXHIBIT 10(H)
EMPLOYMENT AGREEMENT between CAM Data Systems, Inc., a Delaware corporation
(the "Corporation"), and Geoffrey Knapp. (the "Executive"), dated this 1st day
of January 1996.
W I T N E S S E T H :
WHEREAS, the Corporation desires to engage Executive to perform
services for the Corporation, and the Executive desires to perform such
services, on the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Corporation and the
Executive as follows:
1. TERM. The Corporation agrees to employ Executive, and Executive
agrees to serve, on the terms and conditions stated herein for a period
commencing January 1, 1996 and terminating December 31, 1996 or such shorter
period as provided for herein. The term shall be automatically renewed for
successive one year periods thereafter, unless terminated pursuant to the
provisions of this Employment Agreement (the "Agreement"). The period during
which Executive is employed hereunder is hereinafter referred to as the "Term."
2. POSITION AND DUTIES. The Executive shall be employed in the
business of the Corporation. As of the date of this Agreement, Executive's
duties include those duties Executive is currently performing as President and
Chief Executive Officer of the Corporation. Notwithstanding the duties as
described above, Executive agrees that his duties may be, from time to time,
revised or modified by the President of the Corporation. The Executive agrees
to devote his full business time during normal business hours to the business
and affairs of the Corporation and to use his best efforts to perform
faithfully and efficiently the responsibilities assigned to him hereunder, to
the extent necessary to discharge such responsibilities, except for (i) service
on corporate, civic or charitable boards or committees not significantly
interfering with the performance of such responsibilities and (ii) periods of
vacation and sick leave to which he is entitled. It is expressly understood and
agreed that the Executive's continuing to serve on any boards and committees
with which he is currently connected, as a member or otherwise, shall be deemed
not to interfere with the performance of the Executive's services to the
Corporation.
3. COMPENSATION AND BENEFITS.
3.1 BASE SALARY. The Corporation will pay Executive a base salary
("Base Salary") of $181,000 which will be paid in accordance with the payroll
practices of the Corporation. The Base Salary shall be reviewed at least once
each year and shall be increased at any time and from time to time by action of
the President, Board of Directors (the "Board") or any committee thereof.
3.2 ANNUAL BONUS. In addition to Base Salary, the Executive shall
have an opportunity to earn or be awarded, for each fiscal year during the
Term, an annual bonus ("Annual Bonus"), in cash, as established from time to
time by the Board. Each such Annual Bonus shall be payable no later than 60
days subsequent to the end of the Corporation's fiscal year. In the event of
the termination of this Agreement for any reason, the Executive shall receive
the Annual Bonus prorated to the date of such termination.
3.3 INCENTIVE, RETIREMENT AND SAVINGS PLAN. In addition to the Base
Salary and Annual Bonus, the Executive shall be entitled to participate in all
incentive, retirement and savings plans and programs ("Incentives"), if any,
and as established from time to time by the Corporation provided Executive
meets the eligibility requirements therefor.
1
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3.4 BENEFIT PLANS. The Executive and/or his spouse and dependents,
as the case may be, shall be entitled to all benefits under all medical,
dental, vision, disability, executive life, group life, accidental death and
travel accident insurance plans and programs ("Benefit Plans"), if any, and as
established from time to time by the Corporation provided the Executive meets
the eligibility requirements therefor.
3.5 FRINGE BENEFITS. The Executive and/or his spouse and dependents,
as the case may be, shall be entitled to fringe benefits ("Fringe Benefits"),
including, but not limited to, country club dues and expenses, automobile
related expenses, personal income tax preparation services and financial
counseling services, if any, and as established from time to time by the
Corporation provided the Executive meets the eligibility requirements therefor.
3.6 OFFICE AND SUPPORT STAFF. The Executive shall be entitled to an
office and to other assistance commensurate with his responsibilities and title
and consistent with the Corporation's policies.
3.7 VACATION. The Executive shall be entitled to paid vacation in
accordance with the policies established from time to time by the Corporation.
4. EXPENSES. The Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred or expended by the Executive
in fulfillment of the duties hereunder. Executive shall provide documentation
of such expenses in accordance with the procedures established from time to
time by the Corporation.
5. TERMINATION.
5.1 DEATH. The Executive's employment shall terminate automatically
upon the Executive's death ("Death").
5.2 DISABILITY. The Corporation may terminate the Executive's
employment, after having established the Executive's "Disability" (as defined
below), by giving to the Executive notice of its intention to terminate his
employment effective on the 90th day after such notice (the "Disability
Effective Date") if within such 90-day period the Executive fails to return to
full-time performance of his duties. For purposes of this Agreement,
"Disability" means a disability which, after the expiration of more than 26
weeks after its commencement, is determined to be total and permanent by a
physician selected by the Corporation or the insurers providing disability
insurance to the Company and consented to by the Executive or his legal
representative (such consent not to be withheld unreasonably).
5.3 CAUSE. The Corporation may terminate the Executive's employment
for Cause ("Cause"). For purposes of this Agreement, "Cause" means (i) an act
or acts of dishonesty on the Executive's part which result in or are intended
to result in his substantial personal enrichment at the expense of the
Corporation or (ii) repeated violations by the Executive of his obligations
under Article 2 of this Agreement, which violations are demonstrably willful
and deliberate on the Executive's part and which were intended to result in or
have resulted in material injury to the Corporation.
5.4 WITHOUT CAUSE. The President or the Board may terminate the
Executive's employment without cause ("Without Cause") upon 60 days notice.
5.5 GOOD REASON. The Executive may terminate his employment for Good
Reason ("Good Reason"). For purposes of this Agreement, "Good Reason" is
defined as set forth in Articles 5.5.1 through 5.5.4 below.
2
<PAGE> 3
5.5.1 ADVERSE CHANGE. Without the express written consent of
the Executive, (i) the assignment to the Executive of any duties inconsistent
in any substantial respect with the Executive's position, authority or
responsibilities as contemplated by Article 2 of this Agreement, or (ii) any
other substantial adverse change in such position including titles, authority
or responsibilities.
5.5.2 FAILURE TO COMPLY. Any failure by the Corporation to
comply with any of the provisions of Article 3 of this Agreement, other than an
insubstantial and inadvertent failure remedied by the Corporation promptly
after receipt of notice thereof given by the Executive.
5.5.3 UNPERMITTED TERMINATION. Any purported termination by
the Corporation of the Executive's employment otherwise than as permitted by
this Agreement, it being understood that any such purported termination shall
not be effective for any purpose of this Agreement.
5.5.4 FAILURE TO ASSUME. Any failure by the Corporation to
obtain the assumption and agreement to perform this Agreement by a successor as
contemplated by Article 10.
5.5.5 DETERMINATION OF GOOD REASON. For the purposes of this
Agreement, any final determination of "Good Reason" shall be made solely by the
Corporation's independent auditors.
5.5.6 GOOD FAITH. In the event that the Executive shall in
good faith give a "Notice of Termination," as hereinafter defined in paragraph
5.8 hereof, for Good Reason and it shall thereafter be determined that Good
Reason did not exist, the employment of the Executive shall, unless the
Corporation and the Executive shall otherwise mutually agree, be deemed to have
terminated at the date of the giving of such purported Notice of Termination.
In such event, the Executive shall be deemed to have elected Voluntary
Retirement and shall be entitled to receive only those payments and benefits
which he would have been entitled to receive at such date under Article 6.3 of
this Agreement.
5.6 VOLUNTARY RETIREMENT. At any time after the effective date of
the Agreement, the Executive may terminate his employment by electing voluntary
retirement ("Voluntary Retirement").
5.7 CHANGE OF CONTROL. In the event of a Change of Control, this
Agreement shall automatically terminate, and a separate Change of Control
Agreement shall become effective. For purposes of this Agreement, "Change of
Control shall be deemed to have occurred if (i) a third person, including a
"group" as defined in Article 13(d)(3) of the Securities Exchange Act of 1934,
becomes the beneficial owner of shares of the Corporation having (a) 30% or
more of the total number of votes that may be cast for the election of
directors of the Corporation in 1996; (b) 30% or more of the total number of
votes that may be cast for the election of directors of the Corporation in 1997
and thereafter; or (ii) as the result of, or in connection with, any cash
tender or exchange offer, merger of other business combination, sale of assets
or contested election, or any combination of the foregoing transactions (a
"Transaction"), the persons who were members of the Board before the
Transaction shall cease to constitute a majority of the Board or of the members
of the board of directors of any successor to the Corporation.
5.8 NOTICE OF TERMINATION. Any termination by the Corporation for
Cause or Without Cause, or by the Executive for Good Reason or election of
Voluntary Retirement shall be communicated by Notice of Termination to the
other party hereto given in accordance with Article 11. For purposes of this
Agreement, a "Notice of Termination" means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon, (ii) sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated and (iii) if the termination date is other than the date of receipt
of such notice, specifies the termination date of this Agreement which date
shall be in accordance with the specific termination provision in this
Agreement relied upon.
3
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5.9 DATE OF TERMINATION. For purposes of this Agreement, the "Date
of Termination" shall mean the date the President receives the Notice of
Termination or any later date specified therein, as the case may be.
Notwithstanding any contrary provision contained in this Agreement, (i) if the
Executive is terminating this Agreement in order to elect Voluntary Retirement,
the Date of Termination shall not be the date of receipt of such Notice of
Termination but shall be a date specified therein, which date shall be not less
than 120 days after giving such Notice of Termination; (ii) if the Executive's
employment is terminating due to Disability, the Date of Termination shall be
the Disability Effective Date; (iii) if the Executive's employment terminates
due to the Executive's death, the Date of Termination shall be the date of
death; and (iv) if the Executive's employment is terminated Without Cause, the
Date of Termination shall not be the date of receipt of such Notice of
Termination but shall be a date specified therein, which date shall be not less
than 60 days after giving such Notice of Termination.
6. OBLIGATIONS OF THE CORPORATION UPON TERMINATION.
6.1 DEATH. If the Executive's employment is terminated by reason of
the Executive's death, except as described in the next sentence, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the date of his death. Anything in this Agreement to the contrary
notwithstanding, the Executive's spouse and dependents shall be entitled to
continue to receive the benefits under Benefit Plans and Fringe Benefits for 12
months subsequent to the Date of Termination.
6.2 CAUSE. If the Executive's employment shall be terminated for
Cause, the Corporation shall pay the Executive his Base Salary and any other
accrued obligations through the Date of Termination. The Corporation shall
have no further obligations to the Executive under this Agreement.
6.3 VOLUNTARY RETIREMENT. The Corporation shall have no further
obligation to the Executive under this Agreement. If the Executive elects
Voluntary Retirement on or after the Early Retirement Date, the Corporation
shall pay the Executive his Base Salary and any other accrued obligations
through the Date of Termination.
6.4 GOOD REASON, WITHOUT CAUSE, AND DISABILITY. If the President
shall terminate the Executive's employment either Without Cause or for
Disability, or if the Executive shall terminate his employment for Good Reason:
6.4.1 PAYMENTS. The Corporation shall pay to the Executive
the aggregate of the amounts determined pursuant to Articles 6.4.1 (i) and
6.4.1(ii):
(i) if not theretofore paid, the Executive's Base Salary and
accrued obligations through the Date of Termination, to be paid upon the Date
of Termination;
(ii) 100% of the Executive's "Base Amount". Base Amount is
the aggregate of the Executive's Base Salary and Annual Bonus paid or due to
Executive in the fiscal year prior to the year in which termination occurred.
Said 100% of the Base Amount shall be paid to the Executive upon the Date of
Termination.
6.4.2 STOCK OPTIONS. All stock options and stock
appreciation rights, if any, granted to the Executive which are not exercisable
at the Date of Termination, shall become fully exercisable as of the Date of
Termination.
6.4.3 BENEFITS. For 12 months subsequent to the Date of
Termination, the Corporation shall continue Benefit Plans and Fringe Benefits
to the Executive and/or his spouse and dependents.
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6.5 CHANGE OF CONTROL. Notwithstanding anything in this Agreement to
the contrary, if the Executive's employment shall be terminated due to a Change
of Control, the Corporation shall have no further obligation to the Executive
under this Agreement.
7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Corporation
or any of its affiliated companies and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive
may have under any stock option or other Agreements with the Corporation or any
of its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan or program of the
Corporation or any of its affiliated companies at or subsequent to the Date of
Termination shall be payable in accordance with such plan or program.
8. FULL SETTLEMENT. The Corporation's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Corporation may have against the Executive or others. The
Corporation agrees to pay, to the full extent permitted by law, all legal fees
and expenses including costs of litigation which the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Corporation or others of the validity or enforceability of, or liability under,
any provision of this Agreement.
9. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Corporation all secret or confidential
information, knowledge or data relating to the Corporation or any of its
affiliated companies, and their respective businesses, which shall have been
obtained by the Executive during his employment by the Corporation or any of
its affiliated companies and which shall not be public knowledge. After
termination of the Executive's employment with the Corporation, he shall not,
without the prior written consent of the Corporation, communicate or divulge
any such information, knowledge or data to anyone other than the Corporation
and those designated by it. In no event shall an asserted violation of the
provisions of this Article 9 constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.
10. SUCCESSORS.
10.1 ASSIGNMENT BY EXECUTIVE. This Agreement is personal to the
Executive and without the prior written consent of the Corporation shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.
10.2 ASSIGNMENT BY CORPORATION. Notwithstanding anything in this
Agreement, Executive agrees that this Agreement may be assigned by the
Corporation.
10.3 BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon the Corporation and its successors. The Corporation shall
require any successor to all or substantially all of the business and/or assets
of the Corporation, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in same manner and to the same extent as the Corporation
would be required to perform if no such succession had taken place.
11. MISCELLANEOUS.
11.1 MODIFICATIONS. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof, and may
be modified only by a written instrument duly executed by each party.
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11.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
reference to principles of conflict of laws. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.
11.3 NOTICE. All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive:
Geoffrey Knapp
1031 Keys Drive
Boulder City, NV 89005
If to the Corporation:
President
CAM Data Systems, Inc.
17520 Newhope St Suite 100
Fountain Valley CA 92708
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressees.
11.4 EQUITABLE RELIEF. Since a breach of the provisions of this
Agreement, could not adequately be compensated by money damages, the
Corporation shall be entitled, in addition to any other right and remedy
available to it, to an injunction restraining such breach or a threatened
breach, and in either case no bond or other security shall be required in
connection therewith, and Executive hereby consents to the issuance of such
injunction.
11.5 RELATIONSHIP OF PARTIES. Except for authority granted to
Executive by the President in order to enable Executive to fulfill the
obligations set forth in this Agreement, nothing contained in this Agreement
shall authorize, empower, or constitute Executive the agent of the Corporation
in any manner; authorize or empower Executive to assume or create any
obligation or responsibility whatsoever, express or implied, on behalf of or in
the name of the Corporation.
11.6 WAIVER. Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term
of this Agreement on one or more occasions shall not be a waiver or deprive the
party of the right hereunder to insist upon strict adherence to that term or
any other term of this Agreement. Any waiver must be in writing and signed by
the waiving party.
11.7 SEPARABILITY. If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.
11.8 HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
11.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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11.10 WITHHOLDINGS. The Executive agrees that the Corporation shall
withhold from any and all payments required to be made to Executive pursuant to
this Agreement all federal, state, local and/or other taxes or contributions
which the Corporation determines are required to be withheld in accordance with
applicable statutes and/or regulations from time to time in effect provided,
however, that such withholding shall be consistent with the calculations made
by the Corporation.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from its Board of Directors, the Corporation has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
_______________________________________________
Executive
ATTEST:
_______________________________________________
Officer
CAM Data Systems, Inc.
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EXHIBIT 10(I)
CHANGE OF CONTROL AGREEMENT between CAM Data Systems, Inc., a Delaware
corporation (the "Corporation"), and Geoffrey Knapp (the "Executive"), dated
this 1st day of January, 1996.
W I T N E S S E T H :
WHEREAS, the Corporation and the Executive have entered into an Employment
Agreement; and
WHEREAS, the Corporation wishes to assure both itself and the Executive of
continuity of management in the event of any actual or threatened "Change of
Control" (as defined in Article 2) of the Corporation;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Corporation and the
Executive as follows:
1. TERM. The Corporation agrees to employ Executive, and Executive
agrees to serve, on the terms and conditions stated herein for a one year
period commencing on the effective date of the Change in Control (as defined in
Article 2 and hereinafter defined as the "Change Date") said period to be
automatically renewed for successive one year periods thereafter and ending on
the earlier to occur of (a) termination pursuant to the provisions of this
Change of Control Agreement (the "Agreement") or (b) the first day of the month
coinciding with or next following the Executive's 60th birthday.
2. CHANGE OF CONTROL. For the purposes of this Agreement a "Change
of Control" shall be deemed to have occurred if: (i) a third person, including
a "group" as defined in Article 13(d)(3) of the Securities Exchange Act of
1934, becomes the beneficial owner of shares of the Corporation (a) having 30%
or more of the total number of votes that may be cast for the election of
directors of the Corporation in 1996; and (b) having 30% or more of the total
number of votes that may be cast for the election of directors of the
Corporation in 1997 and thereafter; or (ii) as the result of, or in connection
with, any cash tender or exchange offer, merger of other business combination,
sale of assets or contested election, or any combination of the foregoing
transactions (a "Transaction"), the persons who were directors of the
Corporation before the Transaction shall cease to constitute a majority of the
Board of Directors (the "Board") of the Corporation or any successor to the
Corporation.
3. POSITION AND DUTIES. The Executive's position (including
titles), authority and responsibilities shall be at least commensurate with the
most significant of those held, exercised and assigned during the 90-day period
immediately preceding the Change Date. The Executive shall be based and the
Executive's services shall be performed at the location at which the Executive
was based immediately preceding the Change Date, except for travel reasonably
required in the performance of the Executive's responsibilities. It is
understood that such position, authority and responsibilities shall not be
regarded as not commensurate merely by virtue of the fact that a successor
shall have acquired all or substantially all of the business and/or assets of
the Corporation as contemplated by Article 10 hereof and that the Executive
shall continue to have a position and authority and responsibilities with
respect to such successor or affiliated company substantially corresponding to
that of the Executive with
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respect to the Corporation prior to such acquisition. As used in this
Agreement, the term "affiliated companies" means any company controlling,
controlled by or under common control with the Corporation. Notwithstanding the
duties as described above, Executive agrees that his duties may be, from time
to time, revised or modified by the President of the Corporation. The Executive
agrees to devote his full business time during normal business hours to the
business and affairs of the Corporation and to use his best efforts to perform
faithfully and efficiently the responsibilities assigned to him hereunder, to
the extent necessary to discharge such responsibilities, except for (i) service
on corporate, civic or charitable boards or committees not significantly
interfering with the performance of such responsibilities and (ii) periods of
vacation and sick leave to which he is entitled. It is expressly understood and
agreed that the Executive's continuing to serve on any boards and committees
with which he is connected, as a member or otherwise, shall be deemed not to
interfere with the performance of the Executive's services to the Corporation.
4. COMPENSATION AND BENEFITS.
4.1 BASE SALARY. The Executive shall receive a base salary (the
"Base Salary") at least equal to the Base Salary paid to the Executive by the
Corporation within one year prior to the Change Date. The Base Salary shall be
reviewed at least once each year and shall be increased at any time and from
time to time by action of the President, Board or any committee thereof. The
Base Salary shall be paid in accordance with the Corporation's regular
practices.
4.2 ANNUAL BONUS. In addition to Base Salary, the Executive shall
have an opportunity to earn or be awarded, for each fiscal year during the
Term, an annual bonus ("Annual Bonus") in cash. The Annual Bonus shall be at
least equal to the Annual Bonus, if any, paid or payable to the Executive
during the fiscal year prior to the Change Date or, if the Annual Bonus has
been in effect for two fiscal years prior to the Change Date, then to the
average of the two years immediately prior to the Change Date or, if the Annual
Bonus has been in effect for three or more fiscal years, then to the quotient
obtained when the sum of the bonuses for the three fiscal years immediately
prior to the Change Date is divided by three. Each such Annual Bonus shall be
payable no later than 60 days subsequent to the end of the Corporation's fiscal
year. In the event of the termination of this Agreement for any reason, the
Executive shall receive the Annual Bonus prorated to the date of such
termination.
4.3 INCENTIVE, RETIREMENT AND SAVINGS PLAN. In addition to the Base
Salary and Annual Bonus, Executive shall be entitled to participate in all
incentive, retirement and savings plans and programs ("Incentives"), if any,
and as established by the Corporation from time to time provided Executive
meets the eligibility requirements therefore. All Incentives, provided for the
Executive shall be at least equal to those provided by the Corporation for the
Executive under such plans and programs if and as in effect at any time during
the 90-day period immediately preceding the Change Date or, if more favorable
to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.
4.4 BENEFIT PLANS. The Executive and/or his spouse and dependents,
as the case may be, shall be entitled to all benefits under all medical,
dental, vision, disability, executive life, group life, accidental death and
travel accident insurance plans and programs ("Benefit Plans") if any, and as
established from time to time by the Corporation provided the Executive meets
the eligibility requirements therefor. All Benefit Plans shall be at least
equal to those in effect at any time during the 90-day period immediately
preceding the Change Date or, if more
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favorable to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.
4.5 FRINGE BENEFITS. The Executive and/or his spouse and
dependents, as the case may be, shall be entitled to fringe benefits ("Fringe
Benefits"), including, but not limited to, country club and luncheon club dues
and expenses, an automobile and related expenses, parking, personal income tax
preparation services and financial counseling services, if any, and as
established from time to time by the Corporation provided the executive meets
the eligibility requirements therefor. Loan forgiveness; the entire unpaid
balance outstanding of any loans the Executive owes to the Company will be
automatically forgiven in full upon the termination without cause of the
Executive. The Executive is entitled to Fringe Benefits as in effect during
the 90-day period immediately preceding the Change Date or, if more favorable
to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.
4.6 EXPENSES. The Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred or expended by the Executive
in fulfillment of the duties hereunder. The Executive shall provide
documentation of such expenses and be reimbursed in accordance with the
policies and procedures of the Corporation as in effect during the 90-day
period immediately preceding the Change Date or, if more favorable to the
Executive, as in effect at any time thereafter with respect to executives with
comparable responsibilities.
4.7 OFFICE AND SUPPORT STAFF. The Executive shall be entitled to an
office and to other assistance commensurate with his responsibilities and
title. The Executive shall be entitled to office and support staff at least
equal to those provided to the Executive during the 90-day period immediately
preceding the Change Date or, if more favorable to the Executive, as provided
at any time thereafter with respect to executives with comparable
responsibilities.
4.8 VACATION. The Executive shall be entitled to paid vacation in
accordance with the policies of the Corporation, if any, and as established
from time to time by the Corporation. The Executive shall be entitled to
vacation in accordance with the policies of the Corporation as in effect during
the 90-day period immediately preceding the Change Date or, if more favorable
to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.
4.9. BENEFIT AMENDMENTS. Nothing herein shall be construed to
prevent the Corporation from amending or altering any plans or programs as long
as the Executive continues to have the opportunity to receive compensation and
benefits, on a before-tax basis, consistent with paragraphs 4.1 through 4.8.
5. TERMINATION.
5.1 DEATH. The Executive's employment shall terminate automatically
upon the Executive's death ("Death").
5.2 DISABILITY. The Corporation may terminate the Executive's
employment, after having established the Executive's "Disability" (as defined
below), by giving to the Executive notice of its intention to terminate his
employment effective on the 90th day after such notice (the "Disability
Effective Date") if within such 90-day period the Executive fails to return to
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full-time performance of his duties. For purposes of this Agreement,
"Disability" means disability which after the expiration of more than 26 weeks
after its commencement is determined to be total and permanent by a physician
selected by the Corporation or its insurers providing disability insurance to
the Company and consented to by the Executive or his legal representative (such
consent not to be withheld unreasonably).
5.3 CAUSE. The Corporation may terminate the Executive's
employment for Cause ("Cause"). For purposes of this Agreement, "Cause" means
(i) an act or acts of dishonesty on the Executive's part which result in or are
intended to result in his substantial personal enrichment at the expense of the
Corporation or (ii) repeated violations by the Executive of his obligations
under Article 3 of this Agreement, which violations are demonstrably willful
and deliberate on the Executive's part and which were intended to result in or
have resulted in material injury to the Corporation.
5.4 WITHOUT CAUSE. The President or the Board may terminate the
Executive's employment without cause ("Without Cause") upon 60 days notice.
5.5 GOOD REASON. The Executive may terminate his employment for
Good Reason ("Good Reason"). For purposes of this Agreement "Good Reason" is
defined as set forth in Articles 5.5.1 through 5.5.5 below:
5.5.1 ADVERSE CHANGE. Without the express written consent of the
Executive, (i) the assignment to the Executive of any duties inconsistent in
any substantial respect with the Executive's position, authority or
responsibilities as contemplated by Article 3 of this Agreement, or (ii) any
other substantial adverse change in such position including titles, authority
or responsibilities.
5.5.2 FAILURE TO COMPLY. Any failure by the Corporation to comply
with any of the provisions of Article 4 of this Agreement, other than an
insubstantial and inadvertent failure remedied by the Corporation promptly
after receipt of notice thereof given by the Executive.
5.5.3 CHANGE OF LOCATION. The Corporation's requiring the Executive
to be based or to perform services at any office or location other than that at
which the Executive is based immediately prior to the Change Date, except for
travel reasonably required in the performance of the Executive's
responsibilities.
5.5.4 UNPERMITTED TERMINATION. Any purported termination by the
Corporation of the Executive's employment otherwise than as permitted by this
Agreement, it being understood that any such purported termination shall not be
effective for any purpose of this Agreement.
5.5.5 FAILURE TO ASSUME. Any failure by the Corporation to obtain
the assumption and agreement to perform this Agreement by a successor as
contemplated by Article 10.
5.5.6 DETERMINATION OF GOOD REASON. For the purposes of this
Article 5.5, any determination of "Good Reason" shall be made solely by the
Corporation's independent auditors.
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5.5.7 GOOD FAITH. In the event that the Executive shall in good
faith give a "Notice of Termination," as hereinafter defined in paragraph 5.8
hereof, for Good Reason and it shall thereafter be determined that Good Reason
did not exist, the employment of the Executive shall, unless the Corporation
and the Executive shall otherwise mutually agree, be deemed to have terminated,
at the date of the giving of such purported Notice of Termination. In such
event the Executive shall be deemed to have elected Voluntary Retirement and
shall be entitled to receive only those payments and benefits which he would
have been entitled to receive at such date under Article 6.4 of this Agreement.
5.6 VOLUNTARY RETIREMENT. At any time after the effective date of
the Agreement, the Executive may terminate his employment by electing voluntary
retirement ("Voluntary Retirement").
5.7 NOTICE OF TERMINATION. Any termination by the Corporation for
Cause, or by the Executive for Good Reason or election of Voluntary Retirement
shall be communicated by Notice of Termination to the other party hereto given
in accordance with Article 11. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated and
(iii) if the termination date is other than the date of receipt of such notice,
specifies the termination date of this Agreement which date shall be in
accordance with the specific termination provision of this Agreement relied
upon.
5.8 DATE OF TERMINATION. For purposes of this Agreement, the
"Date of Termination" shall mean the date the President or Board of Directors
receives the Notice of Termination or any later date specified therein, as the
case may be. Notwithstanding any contrary provision contained in this
Agreement, (i) if the Executive is terminating this Agreement in order to elect
Voluntary Retirement, the Date of Termination shall not be the date of receipt
of such Notice of Termination but shall be a date specified therein, which date
shall be not less than 120 days after giving such Notice of Termination; (ii)
if the Executive's employment is terminating due to Disability, the Date of
Termination shall be the Disability Effective Date; (iii) if the Executive's
employment terminates due to the Executive's death, the Date of Termination
shall be the date of death; and (iv) if the Executive's employment is
terminated Without Cause, the Date of Termination shall not be the date of
receipt of such Notice of Termination but shall be a date specified therein,
which date shall be not less than 60 days after giving such Notice of
Termination.
6. OBLIGATIONS OF THE CORPORATION UPON TERMINATION.
6.1 DEATH. If the Executive's employment is terminated by reason
of the Executive's death, except as described in the next sentence, this
Agreement shall terminate without further obligations to the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the date of his death. Anything in this Agreement to the contrary
notwithstanding, the Executive's spouse and dependents shall be entitled to
continue to receive the benefits under Benefit Plans and Fringe Benefits for 18
months subsequent to the Date of Termination.
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6.2 CAUSE. If the Executive's employment shall be terminated for
Cause, the Corporation shall pay the Executive his Base Salary and any other
accrued obligations through the Date of Termination. Corporation shall have no
further obligations to the Executive under this Agreement.
6.3 VOLUNTARY RETIREMENT. The Corporation shall have no further
obligation to the Executive under this Agreement. If the Executive elects
Voluntary Retirement, the Corporation shall pay the Executive his Base Salary
and any accrued obligations through the Date of Termination.
6.4 GOOD REASON, WITHOUT CAUSE, AND DISABILITY. If the Board
shall terminate the Executive's employment either Without Cause or for
Disability, or if the Executive shall terminate his employment for Good Reason:
6.4.1 PAYMENTS. The Corporation shall pay to the Executive the
aggregate of the amounts determined pursuant to Articles 6.4.1(i) and
6.4.1(ii):
(i) if not theretofore paid, the Base Salary and any accrued
obligations through the Date of Termination to be paid upon the Date of
Termination;
(ii) 299% of the Executive's "Base Amount". Base Amount is the
aggregate of the Base Salary and Annual Bonus paid or due to Executive in the
fiscal year prior to the year in which the termination occurred. Said 299% of
the Base Amount shall be paid to the Executive as follows: 50% upon the date
of termination, and 50% in 12 equal monthly installments commencing within 30
days after the Date of Termination.
6.4.2 STOCK OPTIONS. All stock options and stock appreciation
rights granted to the Executive which are not exercisable at the Date of
Termination, shall become fully exercisable as of the Date of Termination, with
the exercise terms per the termination of employment section of the stock
option plan(s).
6.4.3 BENEFITS. For 12 months subsequent to the Date of
Termination, the Corporation shall continue Benefit Plans and Fringe Benefits
to the Executive and/or his spouse and dependents. For COBRA purposes, the
Date of Termination will be the qualifying event and the Corporation will pay
12 months of insurance premiums.
7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by the Corporation or any of its
affiliated companies and for which the Executive may qualify, nor shall
anything herein limit or otherwise affect such rights as the Executive may have
under any stock option or other Agreements with the Corporation or any its
affiliated companies. Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan or program of the Corporation
or any of its affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance with such plan or program.
8. FULL SETTLEMENT. The Corporation's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment,
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defense or other right which the Corporation may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment
by way of litigation of the amounts payable to the Executive under any of the
provisions of this Agreement. The Corporation agrees to pay, to the full extent
permitted by law, all legal fees and expenses which the Executive may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Corporation or others of the validity or enforceability of, or liability
under, any provision of this Agreement.
9. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Corporation all secret or confidential
information, knowledge or data relating to the Corporation or any of its
affiliated companies, and their respective businesses, which shall have been
obtained by the Executive during his employment by the Corporation or any of
its affiliated companies and which shall not be public knowledge. After
termination of the Executive's employment with the Corporation, he shall not,
without the prior written consent of the Corporation, communicate or divulge
any such information, knowledge or data to anyone other than the Corporation
and those designated by it. In no event shall an asserted violation of the
provisions of this Article 9 constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.
10. SUCCESSORS.
10.1 ASSIGNMENT BY EXECUTIVE. This Agreement is personal to the
Executive and without the prior written consent of the Corporation shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.
10.2 ASSIGNMENT BY CORPORATION. Notwithstanding anything in this
Agreement, Executive agrees that this Agreement may be assigned by the
Corporation.
10.3 BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon the Corporation and its successors. The Corporation shall
require any successor to all or substantially all of the business and/or assets
of the Corporation, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in same manner and to the same extent as the Corporation
would be required to perform if no such succession had taken place.
11. MISCELLANEOUS.
11.1 MODIFICATIONS. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof, and may
be modified only by a written instrument duly executed by each party.
11.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
reference to principles of conflict of laws. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.
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11.3 NOTICE. All notices and other communications hereunder shall
be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive:
Geoffrey D. Knapp
1031 Keys Drive
Boulder City, NV 89005
If to the Corporation:
President
CAM Data Systems, Inc.
17520 Newhope St. Suite 100
Fountain Valley, CA 92708
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressees.
11.4 EQUITABLE RELIEF. Since a breach of the provisions of this
Agreement, particularly with respect to Article 10, could not adequately be
compensated by money damages, the Corporation shall be entitled, in addition to
any other right and remedy available to it, to an injunction restraining such
breach or a threatened breach, and in either case no bond or other security
shall be required in connection therewith, and Executive hereby consents to the
issuance of such injunction.
11.5 RELATIONSHIP OF PARTIES. Except for authority granted to
Executive by the Board in order to enable Executive to fulfill the obligations
set forth in this Agreement, nothing contained in this Agreement shall
authorize, empower, or constitute Executive the agent of the Corporation in any
manner; authorize or empower Executive to assume or create any obligation or
responsibility whatsoever, express or implied, on behalf of or in the name of
the Corporation.
11.6 WAIVER. Any waiver by any party of a breach of any provision
of this Agreement shall not operate as or be construed to be a waiver of any
other breach of such provision or any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term
of this Agreement on one or more occasions shall not be a waiver or deprive the
party of the right hereunder to insist upon strict adherence to that term or
any other term of this Agreement. Any waiver must be in writing and signed by
the waiving party.
11.7 SEPARABILITY. If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.
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11.8 HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
11.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11.10 WITHHOLDINGS. The Executive agrees that the Corporation
shall withhold from any and all payments required to be made to Executive
pursuant to this Agreement all federal, state, local and/or other taxes or
contributions which the Corporation determines are required to be withheld in
accordance with applicable statutes and/or regulations from time to time in
effect provided, however, that such withholding shall be consistent with the
calculations made by the Corporation.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Corporation has caused
these presents to be executed in its name on its behalf, all as of the day and
year first above written.
_________________________________
________________________, Executive
ATTEST:
______________________________
CAM Data Systems, Inc.
By __________________________
Title:________________________
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EXHIBIT 10 (J)
EMPLOYMENT AGREEMENT between CAM Data Systems, Inc., a Delaware corporation
(the "Corporation"), and Paul Caceres Jr. (the "Executive"), dated this 1st day
of January 1996.
W I T N E S S E T H :
WHEREAS, the Corporation desires to engage Executive to perform
services for the Corporation, and the Executive desires to perform such
services, on the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Corporation and the
Executive as follows:
1. TERM. The Corporation agrees to employ Executive, and Executive
agrees to serve, on the terms and conditions stated herein for a period
commencing January 1, 1996 and terminating December 31, 1996 or such shorter
period as provided for herein. The term shall be automatically renewed for
successive one year periods thereafter, unless terminated pursuant to the
provisions of this Employment Agreement (the "Agreement"). The period during
which Executive is employed hereunder is hereinafter referred to as the "Term."
2. POSITION AND DUTIES. The Executive shall be employed in the
business of the Corporation. As of the date of this Agreement, Executive's
duties include those duties Executive is currently performing as Chief
Financial Officer of the Corporation. Notwithstanding the duties as described
above, Executive agrees that his duties may be, from time to time, revised or
modified by the President of the Corporation. The Executive agrees to devote
his full business time during normal business hours to the business and affairs
of the Corporation and to use his best efforts to perform faithfully and
efficiently the responsibilities assigned to him hereunder, to the extent
necessary to discharge such responsibilities, except for (i) service on
corporate, civic or charitable boards or committees not significantly
interfering with the performance of such responsibilities and (ii) periods of
vacation and sick leave to which he is entitled. It is expressly understood and
agreed that the Executive's continuing to serve on any boards and committees
with which he is currently connected, as a member or otherwise, shall be deemed
not to interfere with the performance of the Executive's services to the
Corporation.
3. COMPENSATION AND BENEFITS.
3.1 BASE SALARY. The Corporation will pay Executive a base salary
("Base Salary") of $115,000 which will be paid in accordance with the payroll
practices of the Corporation. The Base Salary shall be reviewed at least once
each year and shall be increased at any time and from time to time by action of
the President, Board of Directors (the "Board") or any committee thereof.
3.2 ANNUAL BONUS. In addition to Base Salary, the Executive shall
have an opportunity to earn or be awarded, for each fiscal year during the
Term, an annual bonus ("Annual Bonus"), in cash, as established from time to
time by the Board. Each such Annual Bonus shall be payable no later than 60
days subsequent to the end of the Corporation's fiscal year. In the event of
the termination of this Agreement for any reason, the Executive shall receive
the Annual Bonus prorated to the date of such termination.
3.3 INCENTIVE, RETIREMENT AND SAVINGS PLAN. In addition to the Base
Salary and Annual Bonus, the Executive shall be entitled to participate in all
incentive, retirement and savings plans and programs ("Incentives"), if any,
and as established from time to time by the Corporation provided Executive
meets the eligibility requirements therefor.
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3.4 BENEFIT PLANS. The Executive and/or his spouse and dependents,
as the case may be, shall be entitled to all benefits under all medical,
dental, vision, disability, executive life, group life, accidental death and
travel accident insurance plans and programs ("Benefit Plans"), if any, and as
established from time to time by the Corporation provided the Executive meets
the eligibility requirements therefor.
3.5 FRINGE BENEFITS. The Executive and/or his spouse and dependents,
as the case may be, shall be entitled to fringe benefits ("Fringe Benefits"),
including, but not limited to, country club dues and expenses, automobile
related expenses, personal income tax preparation services and financial
counseling services, if any, and as established from time to time by the
Corporation provided the Executive meets the eligibility requirements therefor.
3.6 OFFICE AND SUPPORT STAFF. The Executive shall be entitled to an
office and to other assistance commensurate with his responsibilities and title
and consistent with the Corporation's policies.
3.7 VACATION. The Executive shall be entitled to paid vacation in
accordance with the policies established from time to time by the Corporation.
4. EXPENSES. The Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred or expended by the Executive
in fulfillment of the duties hereunder. Executive shall provide documentation
of such expenses in accordance with the procedures established from time to
time by the Corporation.
5. TERMINATION.
5.1 DEATH. The Executive's employment shall terminate automatically
upon the Executive's death ("Death").
5.2 DISABILITY. The Corporation may terminate the Executive's
employment, after having established the Executive's "Disability" (as defined
below), by giving to the Executive notice of its intention to terminate his
employment effective on the 90th day after such notice (the "Disability
Effective Date") if within such 90-day period the Executive fails to return to
full-time performance of his duties. For purposes of this Agreement,
"Disability" means a disability which, after the expiration of more than 26
weeks after its commencement, is determined to be total and permanent by a
physician selected by the Corporation or the insurers providing disability
insurance to the Company and consented to by the Executive or his legal
representative (such consent not to be withheld unreasonably).
5.3 CAUSE. The Corporation may terminate the Executive's employment
for Cause ("Cause"). For purposes of this Agreement, "Cause" means (i) an act
or acts of dishonesty on the Executive's part which result in or are intended
to result in his substantial personal enrichment at the expense of the
Corporation or (ii) repeated violations by the Executive of his obligations
under Article 2 of this Agreement, which violations are demonstrably willful
and deliberate on the Executive's part and which were intended to result in or
have resulted in material injury to the Corporation.
5.4 WITHOUT CAUSE. The President or the Board may terminate the
Executive's employment without cause ("Without Cause") upon 60 days notice.
5.5 GOOD REASON. The Executive may terminate his employment for Good
Reason ("Good Reason"). For purposes of this Agreement, "Good Reason" is
defined as set forth in Articles 5.5.1 through 5.5.4 below.
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5.5.1 ADVERSE CHANGE. Without the express written consent of
the Executive, (i) the assignment to the Executive of any duties inconsistent
in any substantial respect with the Executive's position, authority or
responsibilities as contemplated by Article 2 of this Agreement, or (ii) any
other substantial adverse change in such position including titles, authority
or responsibilities.
5.5.2 FAILURE TO COMPLY. Any failure by the Corporation to
comply with any of the provisions of Article 3 of this Agreement, other than an
insubstantial and inadvertent failure remedied by the Corporation promptly
after receipt of notice thereof given by the Executive.
5.5.3 UNPERMITTED TERMINATION. Any purported termination by
the Corporation of the Executive's employment otherwise than as permitted by
this Agreement, it being understood that any such purported termination shall
not be effective for any purpose of this Agreement.
5.5.4 FAILURE TO ASSUME. Any failure by the Corporation to
obtain the assumption and agreement to perform this Agreement by a successor as
contemplated by Article 10.
5.5.5 DETERMINATION OF GOOD REASON. For the purposes of this
Agreement, any final determination of "Good Reason" shall be made solely by the
Corporation's independent auditors.
5.5.6 GOOD FAITH. In the event that the Executive shall in
good faith give a "Notice of Termination," as hereinafter defined in paragraph
5.8 hereof, for Good Reason and it shall thereafter be determined that Good
Reason did not exist, the employment of the Executive shall, unless the
Corporation and the Executive shall otherwise mutually agree, be deemed to have
terminated at the date of the giving of such purported Notice of Termination.
In such event, the Executive shall be deemed to have elected Voluntary
Retirement and shall be entitled to receive only those payments and benefits
which he would have been entitled to receive at such date under Article 6.3 of
this Agreement.
5.6 VOLUNTARY RETIREMENT. At any time after the effective date of
the Agreement, the Executive may terminate his employment by electing voluntary
retirement ("Voluntary Retirement").
5.7 CHANGE OF CONTROL. In the event of a Change of Control, this
Agreement shall automatically terminate, and a separate Change of Control
Agreement shall become effective. For purposes of this Agreement, "Change of
Control shall be deemed to have occurred if (i) a third person, including a
"group" as defined in Article 13(d)(3) of the Securities Exchange Act of 1934,
becomes the beneficial owner of shares of the Corporation having (a) 30% or
more of the total number of votes that may be cast for the election of
directors of the Corporation in 1996; (b) 30% or more of the total number of
votes that may be cast for the election of directors of the Corporation in 1997
and thereafter; or (ii) as the result of, or in connection with, any cash
tender or exchange offer, merger of other business combination, sale of assets
or contested election, or any combination of the foregoing transactions (a
"Transaction"), the persons who were members of the Board before the
Transaction shall cease to constitute a majority of the Board or of the members
of the board of directors of any successor to the Corporation.
5.8 NOTICE OF TERMINATION. Any termination by the Corporation for
Cause or Without Cause, or by the Executive for Good Reason or election of
Voluntary Retirement shall be communicated by Notice of Termination to the
other party hereto given in accordance with Article 11. For purposes of this
Agreement, a "Notice of Termination" means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon, (ii) sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated and (iii) if the termination date is other than the date of receipt
of such notice, specifies the termination date of this Agreement which date
shall be in accordance with the specific termination provision in this
Agreement relied upon.
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5.9 DATE OF TERMINATION. For purposes of this Agreement, the "Date
of Termination" shall mean the date the President receives the Notice of
Termination or any later date specified therein, as the case may be.
Notwithstanding any contrary provision contained in this Agreement, (i) if the
Executive is terminating this Agreement in order to elect Voluntary Retirement,
the Date of Termination shall not be the date of receipt of such Notice of
Termination but shall be a date specified therein, which date shall be not less
than 120 days after giving such Notice of Termination; (ii) if the Executive's
employment is terminating due to Disability, the Date of Termination shall be
the Disability Effective Date; (iii) if the Executive's employment terminates
due to the Executive's death, the Date of Termination shall be the date of
death; and (iv) if the Executive's employment is terminated Without Cause, the
Date of Termination shall not be the date of receipt of such Notice of
Termination but shall be a date specified therein, which date shall be not less
than 60 days after giving such Notice of Termination.
6. OBLIGATIONS OF THE CORPORATION UPON TERMINATION.
6.1 DEATH. If the Executive's employment is terminated by reason of
the Executive's death, except as described in the next sentence, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the date of his death. Anything in this Agreement to the contrary
notwithstanding, the Executive's spouse and dependents shall be entitled to
continue to receive the benefits under Benefit Plans and Fringe Benefits for 12
months subsequent to the Date of Termination.
6.2 CAUSE. If the Executive's employment shall be terminated for
Cause, the Corporation shall pay the Executive his Base Salary and any other
accrued obligations through the Date of Termination. The Corporation shall
have no further obligations to the Executive under this Agreement.
6.3 VOLUNTARY RETIREMENT. The Corporation shall have no further
obligation to the Executive under this Agreement. If the Executive elects
Voluntary Retirement on or after the Early Retirement Date, the Corporation
shall pay the Executive his Base Salary and any other accrued obligations
through the Date of Termination.
6.4 GOOD REASON, WITHOUT CAUSE, AND DISABILITY. If the President
shall terminate the Executive's employment either Without Cause or for
Disability, or if the Executive shall terminate his employment for Good Reason:
6.4.1 PAYMENTS. The Corporation shall pay to the Executive
the aggregate of the amounts determined pursuant to Articles 6.4.1 (i) and
6.4.1(ii):
(i) if not theretofore paid, the Executive's Base Salary and
accrued obligations through the Date of Termination, to be paid upon the Date
of Termination;
(ii) 100% of the Executive's "Base Amount". Base Amount is
the aggregate of the Executive's Base Salary and Annual Bonus paid or due to
Executive in the fiscal year prior to the year in which termination occurred.
Said 100% of the Base Amount shall be paid to the Executive upon the Date of
Termination.
6.4.2 STOCK OPTIONS. All stock options and stock
appreciation rights, if any, granted to the Executive which are not exercisable
at the Date of Termination, shall become fully exercisable as of the Date of
Termination.
6.4.3 BENEFITS. For 12 months subsequent to the Date of
Termination, the Corporation shall continue Benefit Plans and Fringe Benefits
to the Executive and/or his spouse and dependents.
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6.5 CHANGE OF CONTROL. Notwithstanding anything in this Agreement to
the contrary, if the Executive's employment shall be terminated due to a Change
of Control, the Corporation shall have no further obligation to the Executive
under this Agreement.
7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Corporation
or any of its affiliated companies and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive
may have under any stock option or other Agreements with the Corporation or any
of its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan or program of the
Corporation or any of its affiliated companies at or subsequent to the Date of
Termination shall be payable in accordance with such plan or program.
8. FULL SETTLEMENT. The Corporation's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Corporation may have against the Executive or others. The
Corporation agrees to pay, to the full extent permitted by law, all legal fees
and expenses including costs of litigation which the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Corporation or others of the validity or enforceability of, or liability under,
any provision of this Agreement.
9. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Corporation all secret or confidential
information, knowledge or data relating to the Corporation or any of its
affiliated companies, and their respective businesses, which shall have been
obtained by the Executive during his employment by the Corporation or any of
its affiliated companies and which shall not be public knowledge. After
termination of the Executive's employment with the Corporation, he shall not,
without the prior written consent of the Corporation, communicate or divulge
any such information, knowledge or data to anyone other than the Corporation
and those designated by it. In no event shall an asserted violation of the
provisions of this Article 9 constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.
10. SUCCESSORS.
10.1 ASSIGNMENT BY EXECUTIVE. This Agreement is personal to the
Executive and without the prior written consent of the Corporation shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.
10.2 ASSIGNMENT BY CORPORATION. Notwithstanding anything in this
Agreement, Executive agrees that this Agreement may be assigned by the
Corporation.
10.3 BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon the Corporation and its successors. The Corporation shall
require any successor to all or substantially all of the business and/or assets
of the Corporation, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in same manner and to the same extent as the Corporation
would be required to perform if no such succession had taken place.
11. MISCELLANEOUS.
11.1 MODIFICATIONS. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof, and may
be modified only by a written instrument duly executed by each party.
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11.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
reference to principles of conflict of laws. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.
11.3 NOTICE. All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive:
Paul Caceres Jr.
15 Via Carmin
Rancho Santa Margarita, CA 92688
If to the Corporation:
President
CAM Data Systems, Inc.
17520 Newhope St Suite 100
Fountain Valley CA 92708
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressees.
11.4 EQUITABLE RELIEF. Since a breach of the provisions of this
Agreement, could not adequately be compensated by money damages, the
Corporation shall be entitled, in addition to any other right and remedy
available to it, to an injunction restraining such breach or a threatened
breach, and in either case no bond or other security shall be required in
connection therewith, and Executive hereby consents to the issuance of such
injunction.
11.5 RELATIONSHIP OF PARTIES. Except for authority granted to
Executive by the President in order to enable Executive to fulfill the
obligations set forth in this Agreement, nothing contained in this Agreement
shall authorize, empower, or constitute Executive the agent of the Corporation
in any manner; authorize or empower Executive to assume or create any
obligation or responsibility whatsoever, express or implied, on behalf of or in
the name of the Corporation.
11.6 WAIVER. Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term
of this Agreement on one or more occasions shall not be a waiver or deprive the
party of the right hereunder to insist upon strict adherence to that term or
any other term of this Agreement. Any waiver must be in writing and signed by
the waiving party.
11.7 SEPARABILITY. If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.
11.8 HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
11.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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11.10 WITHHOLDINGS. The Executive agrees that the Corporation shall
withhold from any and all payments required to be made to Executive pursuant to
this Agreement all federal, state, local and/or other taxes or contributions
which the Corporation determines are required to be withheld in accordance with
applicable statutes and/or regulations from time to time in effect provided,
however, that such withholding shall be consistent with the calculations made
by the Corporation.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from its Board of Directors, the Corporation has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
_______________________________________________
Executive
ATTEST:
_______________________________________________
Officer
CAM Data Systems, Inc.
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EXHIBIT 10(K)
CHANGE OF CONTROL AGREEMENT between CAM Data Systems, Inc., a Delaware
corporation (the "Corporation"), and Paul Caceres Jr. (the "Executive"), dated
this 1st day of January, 1996.
W I T N E S S E T H :
WHEREAS, the Corporation and the Executive have entered into an Employment
Agreement; and
WHEREAS, the Corporation wishes to assure both itself and the Executive of
continuity of management in the event of any actual or threatened "Change of
Control" (as defined in Article 2) of the Corporation;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Corporation and the
Executive as follows:
1. TERM. The Corporation agrees to employ Executive, and Executive
agrees to serve, on the terms and conditions stated herein for a one year
period commencing on the effective date of the Change in Control (as defined in
Article 2 and hereinafter defined as the "Change Date") said period to be
automatically renewed for successive one year periods thereafter and ending on
the earlier to occur of (a) termination pursuant to the provisions of this
Change of Control Agreement (the "Agreement") or (b) the first day of the month
coinciding with or next following the Executive's 60th birthday.
2. CHANGE OF CONTROL. For the purposes of this Agreement a "Change
of Control" shall be deemed to have occurred if: (i) a third person, including
a "group" as defined in Article 13(d)(3) of the Securities Exchange Act of
1934, becomes the beneficial owner of shares of the Corporation (a) having 30%
or more of the total number of votes that may be cast for the election of
directors of the Corporation in 1996; and (b) having 30% or more of the total
number of votes that may be cast for the election of directors of the
Corporation in 1997 and thereafter; or (ii) as the result of, or in connection
with, any cash tender or exchange offer, merger of other business combination,
sale of assets or contested election, or any combination of the foregoing
transactions (a "Transaction"), the persons who were directors of the
Corporation before the Transaction shall cease to constitute a majority of the
Board of Directors (the "Board") of the Corporation or any successor to the
Corporation.
3. POSITION AND DUTIES. The Executive's position (including
titles), authority and responsibilities shall be at least commensurate with the
most significant of those held, exercised and assigned during the 90-day period
immediately preceding the Change Date. The Executive shall be based and the
Executive's services shall be performed at the location at which the Executive
was based immediately preceding the Change Date, except for travel reasonably
required in the performance of the Executive's responsibilities. It is
understood that such position, authority and responsibilities shall not be
regarded as not commensurate merely by virtue of the fact that a successor
shall have acquired all or substantially all of the business and/or assets of
the Corporation as contemplated by Article 10 hereof and that the Executive
shall continue to have a position and authority and responsibilities with
respect to such successor or affiliated company substantially corresponding to
that of the Executive with
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respect to the Corporation prior to such acquisition. As used in this
Agreement, the term "affiliated companies" means any company controlling,
controlled by or under common control with the Corporation. Notwithstanding the
duties as described above, Executive agrees that his duties may be, from time
to time, revised or modified by the President of the Corporation. The Executive
agrees to devote his full business time during normal business hours to the
business and affairs of the Corporation and to use his best efforts to perform
faithfully and efficiently the responsibilities assigned to him hereunder, to
the extent necessary to discharge such responsibilities, except for (i) service
on corporate, civic or charitable boards or committees not significantly
interfering with the performance of such responsibilities and (ii) periods of
vacation and sick leave to which he is entitled. It is expressly understood and
agreed that the Executive's continuing to serve on any boards and committees
with which he is connected, as a member or otherwise, shall be deemed not to
interfere with the performance of the Executive's services to the Corporation.
4. COMPENSATION AND BENEFITS.
4.1 BASE SALARY. The Executive shall receive a base salary (the
"Base Salary") at least equal to the Base Salary paid to the Executive by the
Corporation within one year prior to the Change Date. The Base Salary shall be
reviewed at least once each year and shall be increased at any time and from
time to time by action of the President, Board or any committee thereof. The
Base Salary shall be paid in accordance with the Corporation's regular
practices.
4.2 ANNUAL BONUS. In addition to Base Salary, the Executive shall
have an opportunity to earn or be awarded, for each fiscal year during the
Term, an annual bonus ("Annual Bonus") in cash. The Annual Bonus shall be at
least equal to the Annual Bonus, if any, paid or payable to the Executive
during the fiscal year prior to the Change Date or, if the Annual Bonus has
been in effect for two fiscal years prior to the Change Date, then to the
average of the two years immediately prior to the Change Date or, if the Annual
Bonus has been in effect for three or more fiscal years, then to the quotient
obtained when the sum of the bonuses for the three fiscal years immediately
prior to the Change Date is divided by three. Each such Annual Bonus shall be
payable no later than 60 days subsequent to the end of the Corporation's fiscal
year. In the event of the termination of this Agreement for any reason, the
Executive shall receive the Annual Bonus prorated to the date of such
termination.
4.3 INCENTIVE, RETIREMENT AND SAVINGS PLAN. In addition to the Base
Salary and Annual Bonus, Executive shall be entitled to participate in all
incentive, retirement and savings plans and programs ("Incentives"), if any,
and as established by the Corporation from time to time provided Executive
meets the eligibility requirements therefore. All Incentives, provided for the
Executive shall be at least equal to those provided by the Corporation for the
Executive under such plans and programs if and as in effect at any time during
the 90-day period immediately preceding the Change Date or, if more favorable
to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.
4.4 BENEFIT PLANS. The Executive and/or his spouse and dependents,
as the case may be, shall be entitled to all benefits under all medical,
dental, vision, disability, executive life, group life, accidental death and
travel accident insurance plans and programs ("Benefit Plans") if any, and as
established from time to time by the Corporation provided the Executive meets
the eligibility requirements therefor. All Benefit Plans shall be at least
equal to those in effect at any time during the 90-day period immediately
preceding the Change Date or, if more
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favorable to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.
4.5 FRINGE BENEFITS. The Executive and/or his spouse and
dependents, as the case may be, shall be entitled to fringe benefits ("Fringe
Benefits"), including, but not limited to, country club and luncheon club dues
and expenses, an automobile and related expenses, parking, personal income tax
preparation services and financial counseling services, if any, and as
established from time to time by the Corporation provided the executive meets
the eligibility requirements therefor. Loan forgiveness; the entire unpaid
balance outstanding of any loans the Executive owes to the Company will be
automatically forgiven in full upon the termination without cause of the
Executive. The Executive is entitled to Fringe Benefits as in effect during
the 90-day period immediately preceding the Change Date or, if more favorable
to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.
4.6 EXPENSES. The Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred or expended by the Executive
in fulfillment of the duties hereunder. The Executive shall provide
documentation of such expenses and be reimbursed in accordance with the
policies and procedures of the Corporation as in effect during the 90-day
period immediately preceding the Change Date or, if more favorable to the
Executive, as in effect at any time thereafter with respect to executives with
comparable responsibilities.
4.7 OFFICE AND SUPPORT STAFF. The Executive shall be entitled to an
office and to other assistance commensurate with his responsibilities and
title. The Executive shall be entitled to office and support staff at least
equal to those provided to the Executive during the 90-day period immediately
preceding the Change Date or, if more favorable to the Executive, as provided
at any time thereafter with respect to executives with comparable
responsibilities.
4.8 VACATION. The Executive shall be entitled to paid vacation in
accordance with the policies of the Corporation, if any, and as established
from time to time by the Corporation. The Executive shall be entitled to
vacation in accordance with the policies of the Corporation as in effect during
the 90-day period immediately preceding the Change Date or, if more favorable
to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.
4.9. BENEFIT AMENDMENTS. Nothing herein shall be construed to
prevent the Corporation from amending or altering any plans or programs as long
as the Executive continues to have the opportunity to receive compensation and
benefits, on a before-tax basis, consistent with paragraphs 4.1 through 4.8.
5. TERMINATION.
5.1 DEATH. The Executive's employment shall terminate automatically
upon the Executive's death ("Death").
5.2 DISABILITY. The Corporation may terminate the Executive's
employment, after having established the Executive's "Disability" (as defined
below), by giving to the Executive notice of its intention to terminate his
employment effective on the 90th day after such notice (the "Disability
Effective Date") if within such 90-day period the Executive fails to return to
3
<PAGE> 4
full-time performance of his duties. For purposes of this Agreement,
"Disability" means disability which after the expiration of more than 26 weeks
after its commencement is determined to be total and permanent by a physician
selected by the Corporation or its insurers providing disability insurance to
the Company and consented to by the Executive or his legal representative (such
consent not to be withheld unreasonably).
5.3 CAUSE. The Corporation may terminate the Executive's employment
for Cause ("Cause"). For purposes of this Agreement, "Cause" means (i) an act
or acts of dishonesty on the Executive's part which result in or are intended
to result in his substantial personal enrichment at the expense of the
Corporation or (ii) repeated violations by the Executive of his obligations
under Article 3 of this Agreement, which violations are demonstrably willful
and deliberate on the Executive's part and which were intended to result in or
have resulted in material injury to the Corporation.
5.4 WITHOUT CAUSE. The President or the Board may terminate the
Executive's employment without cause ("Without Cause") upon 60 days notice.
5.5 GOOD REASON. The Executive may terminate his employment for
Good Reason ("Good Reason"). For purposes of this Agreement "Good Reason" is
defined as set forth in Articles 5.5.1 through 5.5.5 below:
5.5.1 ADVERSE CHANGE. Without the express written consent
of the Executive, (i) the assignment to the Executive of any duties
inconsistent in any substantial respect with the Executive's position,
authority or responsibilities as contemplated by Article 3 of this Agreement,
or (ii) any other substantial adverse change in such position including titles,
authority or responsibilities.
5.5.2 FAILURE TO COMPLY. Any failure by the Corporation to
comply with any of the provisions of Article 4 of this Agreement, other than an
insubstantial and inadvertent failure remedied by the Corporation promptly
after receipt of notice thereof given by the Executive.
5.5.3 CHANGE OF LOCATION. The Corporation's requiring the
Executive to be based or to perform services at any office or location other
than that at which the Executive is based immediately prior to the Change Date,
except for travel reasonably required in the performance of the Executive's
responsibilities.
5.5.4 UNPERMITTED TERMINATION. Any purported termination
by the Corporation of the Executive's employment otherwise than as permitted by
this Agreement, it being understood that any such purported termination shall
not be effective for any purpose of this Agreement.
5.5.5 FAILURE TO ASSUME. Any failure by the Corporation to
obtain the assumption and agreement to perform this Agreement by a successor as
contemplated by Article 10.
5.5.6 DETERMINATION OF GOOD REASON. For the purposes of
this Article 5.5, any determination of "Good Reason" shall be made solely by
the Corporation's independent auditors.
4
<PAGE> 5
5.5.7 GOOD FAITH. In the event that the Executive shall in
good faith give a "Notice of Termination," as hereinafter defined in paragraph
5.8 hereof, for Good Reason and it shall thereafter be determined that Good
Reason did not exist, the employment of the Executive shall, unless the
Corporation and the Executive shall otherwise mutually agree, be deemed to have
terminated, at the date of the giving of such purported Notice of Termination.
In such event the Executive shall be deemed to have elected Voluntary
Retirement and shall be entitled to receive only those payments and benefits
which he would have been entitled to receive at such date under Article 6.4 of
this Agreement.
5.6 VOLUNTARY RETIREMENT. At any time after the effective date of
the Agreement, the Executive may terminate his employment by electing voluntary
retirement ("Voluntary Retirement").
5.7 NOTICE OF TERMINATION. Any termination by the Corporation for
Cause, or by the Executive for Good Reason or election of Voluntary Retirement
shall be communicated by Notice of Termination to the other party hereto given
in accordance with Article 11. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated and
(iii) if the termination date is other than the date of receipt of such notice,
specifies the termination date of this Agreement which date shall be in
accordance with the specific termination provision of this Agreement relied
upon.
5.8 DATE OF TERMINATION. For purposes of this Agreement, the "Date
of Termination" shall mean the date the President or Board of Directors
receives the Notice of Termination or any later date specified therein, as the
case may be. Notwithstanding any contrary provision contained in this
Agreement, (i) if the Executive is terminating this Agreement in order to elect
Voluntary Retirement, the Date of Termination shall not be the date of receipt
of such Notice of Termination but shall be a date specified therein, which date
shall be not less than 120 days after giving such Notice of Termination; (ii)
if the Executive's employment is terminating due to Disability, the Date of
Termination shall be the Disability Effective Date; (iii) if the Executive's
employment terminates due to the Executive's death, the Date of Termination
shall be the date of death; and (iv) if the Executive's employment is
terminated Without Cause, the Date of Termination shall not be the date of
receipt of such Notice of Termination but shall be a date specified therein,
which date shall be not less than 60 days after giving such Notice of
Termination.
6. OBLIGATIONS OF THE CORPORATION UPON TERMINATION.
6.1 DEATH. If the Executive's employment is terminated by reason of
the Executive's death, except as described in the next sentence, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the date of his death. Anything in this Agreement to the contrary
notwithstanding, the Executive's spouse and dependents shall be entitled to
continue to receive the benefits under Benefit Plans and Fringe Benefits for 18
months subsequent to the Date of Termination.
5
<PAGE> 6
6.2 CAUSE. If the Executive's employment shall be terminated for
Cause, the Corporation shall pay the Executive his Base Salary and any other
accrued obligations through the Date of Termination. Corporation shall have no
further obligations to the Executive under this Agreement.
6.3 VOLUNTARY RETIREMENT. The Corporation shall have no further
obligation to the Executive under this Agreement. If the Executive elects
Voluntary Retirement, the Corporation shall pay the Executive his Base Salary
and any accrued obligations through the Date of Termination.
6.4 GOOD REASON, WITHOUT CAUSE, AND DISABILITY. If the Board shall
terminate the Executive's employment either Without Cause or for Disability, or
if the Executive shall terminate his employment for Good Reason:
6.4.1 PAYMENTS. The Corporation shall pay to the Executive
the aggregate of the amounts determined pursuant to Articles 6.4.1(i) and
6.4.1(ii):
(i) if not theretofore paid, the Base Salary and any accrued
obligations through the Date of Termination to be paid upon the Date of
Termination;
(ii) 299% of the Executive's "Base Amount". Base Amount is the
aggregate of the Base Salary and Annual Bonus paid or due to Executive in the
fiscal year prior to the year in which the termination occurred. Said 299% of
the Base Amount shall be paid to the Executive as follows: 50% upon the date
of termination, and 50% in 12 equal monthly installments commencing within 30
days after the Date of Termination.
6.4.2 STOCK OPTIONS. All stock options and stock
appreciation rights granted to the Executive which are not exercisable at the
Date of Termination, shall become fully exercisable as of the Date of
Termination, with the exercise terms per the termination of employment section
of the stock option plan(s).
6.4.3 BENEFITS. For 12 months subsequent to the Date of
Termination, the Corporation shall continue Benefit Plans and Fringe Benefits
to the Executive and/or his spouse and dependents. For COBRA purposes, the
Date of Termination will be the qualifying event and the Corporation will pay
12 months of insurance premiums.
7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Corporation
or any of its affiliated companies and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive
may have under any stock option or other Agreements with the Corporation or any
its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan or program of the
Corporation or any of its affiliated companies at or subsequent to the Date of
Termination shall be payable in accordance with such plan or program.
8. FULL SETTLEMENT. The Corporation's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment,
6
<PAGE> 7
defense or other right which the Corporation may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment
by way of litigation of the amounts payable to the Executive under any of the
provisions of this Agreement. The Corporation agrees to pay, to the full extent
permitted by law, all legal fees and expenses which the Executive may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Corporation or others of the validity or enforceability of, or liability
under, any provision of this Agreement.
9. CONFIDENTIAL INFORMATION. The Executive shall hold in a
fiduciary capacity for the benefit of the Corporation all secret or
confidential information, knowledge or data relating to the Corporation or any
of its affiliated companies, and their respective businesses, which shall have
been obtained by the Executive during his employment by the Corporation or any
of its affiliated companies and which shall not be public knowledge. After
termination of the Executive's employment with the Corporation, he shall not,
without the prior written consent of the Corporation, communicate or divulge
any such information, knowledge or data to anyone other than the Corporation
and those designated by it. In no event shall an asserted violation of the
provisions of this Article 9 constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.
10. SUCCESSORS.
10.1 ASSIGNMENT BY EXECUTIVE. This Agreement is personal to the
Executive and without the prior written consent of the Corporation shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.
10.2 ASSIGNMENT BY CORPORATION. Notwithstanding anything in this
Agreement, Executive agrees that this Agreement may be assigned by the
Corporation.
10.3 BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon the Corporation and its successors. The Corporation shall
require any successor to all or substantially all of the business and/or assets
of the Corporation, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in same manner and to the same extent as the Corporation
would be required to perform if no such succession had taken place.
11. MISCELLANEOUS.
11.1 MODIFICATIONS. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof, and may
be modified only by a written instrument duly executed by each party.
11.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
reference to principles of conflict of laws. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.
7
<PAGE> 8
11.3 NOTICE. All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive:
Paul Caceres Jr.
15 Via Carmin
Rancho Santa Margarita, CA 92688
If to the Corporation:
President
CAM Data Systems, Inc.
17520 Newhope St. Suite 100
Fountain Valley, CA 92708
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressees.
11.4 EQUITABLE RELIEF. Since a breach of the provisions of this
Agreement, particularly with respect to Article 10, could not adequately be
compensated by money damages, the Corporation shall be entitled, in addition to
any other right and remedy available to it, to an injunction restraining such
breach or a threatened breach, and in either case no bond or other security
shall be required in connection therewith, and Executive hereby consents to the
issuance of such injunction.
11.5 RELATIONSHIP OF PARTIES. Except for authority granted to
Executive by the Board in order to enable Executive to fulfill the obligations
set forth in this Agreement, nothing contained in this Agreement shall
authorize, empower, or constitute Executive the agent of the Corporation in any
manner; authorize or empower Executive to assume or create any obligation or
responsibility whatsoever, express or implied, on behalf of or in the name of
the Corporation.
11.6 WAIVER. Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term
of this Agreement on one or more occasions shall not be a waiver or deprive the
party of the right hereunder to insist upon strict adherence to that term or
any other term of this Agreement. Any waiver must be in writing and signed by
the waiving party.
11.7 SEPARABILITY. If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.
8
<PAGE> 9
11.8 HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
11.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11.10 WITHHOLDINGS. The Executive agrees that the Corporation shall
withhold from any and all payments required to be made to Executive pursuant to
this Agreement all federal, state, local and/or other taxes or contributions
which the Corporation determines are required to be withheld in accordance with
applicable statutes and/or regulations from time to time in effect provided,
however, that such withholding shall be consistent with the calculations made
by the Corporation.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Corporation has caused
these presents to be executed in its name on its behalf, all as of the day and
year first above written.
_________________________________
________________________, Executive
ATTEST:
______________________________
CAM Data Systems, Inc.
By __________________________
Title:________________________
9
<PAGE> 1
EXHIBIT 11
CAM DATA SYSTEMS, INC.
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
PRIMARY NET INCOME (LOSS) PER SHARE
THREE MONTHS ENDED
------------------
MARCH 31 MARCH 31
1996 1995
---- ----
<S> <C> <C>
Net income (loss) applicable to
common and common equivalent shares $ 166,300 $ (72,100)
========== ==========
Average number of common shares
outstanding during the period 1,941,000 1,911,000
Net shares assumed issued using
treasury stock method for stock
options outstanding during the period 191,800 --
---------- ----------
Common and common equivalent shares 2,132,800 1,911,000
========== ==========
Net income (loss) per share $ .08 $ (.04)
========== ==========
</TABLE>
<TABLE>
<CAPTION>
FULLY DILUTED NET INCOME (LOSS) PER SHARE
THREE MONTHS ENDED
------------------
MARCH 31 MARCH 31
1996 1995
---- ----
<S> <C> <C>
Net income (loss) applicable to
common and common equivalent shares $ 166,300 $ (72,100)
========== ==========
Average number of common shares
outstanding during the period 1,941,000 1,911,000
Net shares assumed issued using
treasury stock method for stock
options outstanding during the period 218,200 --
---------- ----------
Common and common equivalent shares 2,159,200 1,911,000
========== ==========
Net income (loss) per share $ .08 $ (.04)
========== ==========
</TABLE>
- -------------------------------------------------------------------------------
<PAGE> 2
EXHIBIT 11
CAM DATA SYSTEMS, INC.
COMPUTATION OF NET INCOME PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
PRIMARY NET INCOME PER SHARE
SIX MONTHS ENDED
----------------
MARCH 31 MARCH 31
1996 1995
---- ----
<S> <C> <C>
Net income applicable to
common and common equivalent shares $ 327,800 $ 12,000
========== ==========
Average number of common shares
outstanding during the period 1,941,000 1,911,000
Net shares assumed issued using
treasury stock method for stock
options outstanding during the period 173,500 59,800
---------- ----------
Common and common equivalent shares 2,114,500 1,970,800
========== ==========
Net income per share $ .16 $ .01
========== ==========
</TABLE>
<TABLE>
<CAPTION>
FULLY DILUTED NET INCOME PER SHARE
SIX MONTHS ENDED
----------------
MARCH 31 MARCH 31
1996 1995
---- ----
<S> <C> <C>
Net income applicable to
common and common equivalent shares $ 327,800 $ 12,100
========== ==========
Average number of common shares
outstanding during the period 1,941,000 1,911,000
Net shares assumed issued using
treasury stock method for stock
options outstanding during the period 218,200 86,300
---------- ----------
Common and common equivalent shares 2,159,200 1,997,300
========== ==========
Net income per share $ .15 $ .01
========== ==========
</TABLE>
- -------------------------------------------------------------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 2,952,500
<SECURITIES> 0
<RECEIVABLES> 2,127,300
<ALLOWANCES> 150,000
<INVENTORY> 385,800
<CURRENT-ASSETS> 5,445,800
<PP&E> 1,735,300
<DEPRECIATION> 1,128,300
<TOTAL-ASSETS> 6,285,500
<CURRENT-LIABILITIES> 1,838,600
<BONDS> 0
0
0
<COMMON> 1,900
<OTHER-SE> 4,445,000
<TOTAL-LIABILITY-AND-EQUITY> 6,285,500
<SALES> 6,740,700
<TOTAL-REVENUES> 6,740,700
<CGS> 3,139,900
<TOTAL-COSTS> 3,139,900
<OTHER-EXPENSES> 3,063,700
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 537,100
<INCOME-TAX> 209,300
<INCOME-CONTINUING> 327,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 327,800
<EPS-PRIMARY> .16
<EPS-DILUTED> .15
</TABLE>
