EX-10.29 2 d235518dex1029.htm EXHIBIT 10.29 Exhibit 10.29

Exhibit 10.29

 

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May 7, 2008

Robert F. Heeg, Executive Vice President

RAND IMAGINiT Technologies

Dear Bob:

We are pleased to outline the terms and conditions of your compensation for fiscal year 2008, which began November 1, 2007 and ends on October 31, 2008. The terms and conditions provided in this letter will be incorporated by reference into your Employment Agreement. Unless otherwise specified here, all other terms and conditions of your Employment Agreement remain the same.

Base Salary

Your annualized base salary will be $220,000 USD.

Automobile Allowance

In addition to your base pay, you will receive an automobile allowance in the amount of $1,000 USD per month. Please note that this amount is taxable income to you and will be reported on your W-2 at the end of the tax year.

Variable Compensation

Your total bonus target for the compensation period is $87,500 USD (equivalent to $105,000 USD on an annualized basis), plus an additional component for successfully closing an M&A transaction. Your variable compensation will be made up of three components:

Objective Component = $62,500

The Objective Component of your bonus will be based on the IMAGINiT Worldwide division EBITDA as reflected in the 2008 business plan. This portion of your bonus will be calculated as follows:

FY2008 DIVISION EBITDA TARGET = $9,434,000

FY2008 Percentage Percentage Bonus Payment*

EBITDA Achievement Achievement Bonus Payable for Compensation Period

0 - $7,547,200 0%-80% 0% $0

$7,547,200 - $9,434,000 80% - 100% 50%-100% $31,250- $62,500*

$9,434,000 or greater > 100% > 100% $62,500 or greater*

This means that, at 80% achievement of your EBITDA target, 50% of your objective bonus is payable. Beyond 80% EBITDA achievement, an additional amount up to the remaining 50% of your bonus is payable on a sliding scale according to the percentage of actual achievement. For example, at 90% of EBITDA achievement, you have reached 50% of the goal beyond the 80% mark. So, 50% of the additional bonus amount — or $15,625 — is due and payable to you. Similarly, if the company exceeds 100% of its EBITDA target, your bonus will be higher than the amount planned at 100% achievement, and the additional amount will be calculated using the same slope as that between the 80%-100% achievement levels.

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Robert F. Heeg, Executive Vice President

IMAGINiT Technologies

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Subjective Component = $25,000

The Subjective Component of your bonus will be based on the successful completion of the action items included in your 2008 Top Ten List for IMAGINiT Worldwide. Since the items are prioritized, the first five items on your Top Ten List carry more weight than the remaining five. As a result, your subjective bonus will be paid out as follows:

Part 1 — IMAGINIT North America

Dollar amount for achievement of each of Items 1 through 5: $2,500*

Dollar amount for achievement of each of Items 6 through 10: $1,500*

Dollar Amount for full achievement of your Top Ten: $20,000* USD

Part 2 — IMAGINIT Asia/Pacific

Dollar amount for achievement of each of Items 1 through 5: $750*

Dollar amount for achievement of each of Items 6 through 10: $250*

Dollar Amount for full achievement of your Top Ten: $5,000* USD

* Because your bonus payment for 2007 included payment for the first two months of fiscal year 2008, the Variable Compensation Period has been defined as January 1 — October 31, 2008, and bonuses payable to you for the Compensation Period have been calculated at 10/12ths of the annual payment amount. Division EBITDA results are shown for the entire fiscal year.

Acquisition Component — dependent on acquisitions

You will receive a bonus for the successful completion of IMAGINiT acquisitions approved by the Board of Directors.

Dollar amount for each successful acquisition: $5,000 USD

Special Compensation Opportunity for FY2008

The EBITDA target for RAND Worldwide is $5,467,000. In FY2008 only, 50% of any amount achieved above this target will be divided among the five members of the Executive Team. Your portion of this EBITDA bonus will be 30% of the total available to the Executive Team.

This additional compensation opportunity will be in place for this fiscal year only and will not be repeated in subsequent years.

Yours sincerely,

Marc Dulude

President & Chief Executive Officer

Acknowledgement and Agreement

The undersigned hereby acknowledges and accepts this offer:

Robert F. Heeg Date

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of March 31, 2008 (the “Effective Date”) between RAND IMAGINiT Technologies, Inc., an Ohio corporation with its principal executive offices at 8001 Sweet Valley Drive, Valley View, OH 44125 (the “Company”), and Robert Heeg of 10022 Jamestown Drive, North Royalton, OH 44133 (“Executive”).

WHEREAS, Executive and the Company have previously entered into an employment agreement dated as of January 1, 2007 (the “Original Agreement”), and each of Executive and the Company agrees that, on account of the grant of options and other valuable consideration provided for herein, that this Agreement shall supersede and replace the Original Agreement, and the Original Agreement shall be of no further force or effect; and

WHEREAS, the Company desires to continue to employ and retain Executive in a senior executive capacity and to enter into an agreement embodying the terms of such employment; and

WHEREAS, Executive desires to accept such continued employment and enter into such an agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company and Executive (the “Parties”), the Parties hereby agree as follows:

1. Term of Employment. The Company hereby agrees to employ Executive, and Executive hereby accepts such continued employment with the Company, on an at-will basis and upon the terms and subject to the conditions set forth in this Agreement, for a period commencing on the Effective Date and continuing until terminated in accordance with the provisions of Section 5 (the “Employment Term”).

2. Title; Duties. During the Employment Term, Executive shall serve as Executive Vice President, IMAGINiT-Worldwide Operations of the Company reporting to the Company’s Chief Executive Officer (the “CEO”). Executive hereby agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the CEO shall from time to time reasonably assign to Executive. Executive further agrees to devote Executive’s working time and attention on a full time basis to such duties during the Employment Term.

3. No Conflicting Commitments. During the Employment Term, Executive shall devote substantially all of Executive’s business time and efforts to the performance of Executive’s duties hereunder. Executive will not enter into any consulting agreement which, in the opinion of the CEO, conflicts with the Company’s interests or which might impair the performance of Executive’s duties as an employee of the Company consistent with the terms herein.

4. Compensation and Benefits.

4.1 Base Salary and Bonus. During the Employment Term, the Company shall pay Executive for Executive’s services hereunder a base salary at the initial annual rate of

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$220,000, payable in regular installments in accordance with the Company’s usual payment practices and subject to annual review and adjustment by the Board. Such amount (as it may be adjusted from time to time in accordance with this Section 4.1) shall be referred to herein as the “Base Salary.” Executive shall also be eligible to receive a discretionary annual cash bonus based on a target amount (either as a percentage or a fixed dollar amount) established and evaluated by the Board of Directors (the “Board”) of the Company’s parent’s parent, Typhoon Acquisition Corp. (“TAC”) and based on Company, TAC and individual performance. Executive shall also be eligible to participate in any and all other bonus plans and packages that are made available to the Company’s executives, on a basis consistent with Executive’s position and then-current Base Salary and in accordance with the policies and practices of the Company and the Board.

4.2. Executive Benefits. During the Employment Term and subject to any contributions therefor generally required of senior executives of the Company, Executive shall be entitled to receive such employee benefits (including fringe benefits, retirement plan participation, and life, health, dental, accident and short and long term disability insurance and a car allowance of $1,000/month) which the Company may, in its sole and absolute discretion, make available generally to its senior executives or personnel similarly situated; provided, however, that it is hereby acknowledged and agreed that any such employee benefit plans may be altered, modified or terminated by the Company at any time in its sole discretion without recourse by Executive.

4.3. Paid Time Off. Executive shall be entitled to five weeks (25 working days) of paid time off (“PTO”) per annum during the Employment Term, to be taken at such time or times as shall be mutually convenient for the Company and Executive and in accordance with Company policies and practices. Unused PTO shall be allocated pursuant to the Company’s existing policies and practices, including but not limited to no more than one week of unused PTO may be carried forward from one year to the next.

4.4. Business Expenses and Perquisites. Upon delivery of adequate documentation of expenses incurred in accordance with the policies and practices of the Company, Executive shall be entitled to reimbursement by the Company during the Employment Term for reasonable travel, entertainment and other business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with such policies as the Company may from time to time have in effect.

4.5. Stock Option Grant. As further compensation for Executive’s services hereunder and as consideration for this Agreement, the Company shall grant to Executive, on the Effective Date, a stock option (the “Execution Stock Option”) to purchase 100,000 shares of the TAC’s Common Stock, $0.01 par value per share (the “Common Stock”), pursuant to TAC’s Amended and Restated 2007 Equity Incentive Plan (the “Plan”) and in accordance with the terms, and subject to a vesting schedule pursuant to which twenty-five percent of the shares shall vest annually commencing on the first anniversary of the Effective Date, and other conditions, set forth in the form of Option Certificate (attached hereto as Exhibit A). Subject to the discretion of the Board, the Company may grant to Executive from time to time other stock options to purchase additional shares of Common Stock, also pursuant to the Plan and such other terms and conditions set forth at the time of such grant (the Execution Stock Option and such other stock options, collectively, the “Stock Options”). The exercise price of each of the Stock Options is the fair market value of the TAC Common Stock as of the date of the grant of each such Option, as

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determined by the Board.

4.6. Taxes. All of Executive’s compensation, including, but not limited to the Base Salary, shall be subject to withholding for all federal, state, provincial and local employment-related taxes, including income, social security, and similar taxes.

5. Termination.

5.1. Without Cause by the Company. The Company may terminate Executive’s employment hereunder at any time without Cause (as defined in Section 5.2) to be effective immediately upon delivery of notice thereof. The effective date of Executive’ s termination shall be referred to herein as the “Termination Date.” If Executive’s employment is terminated by the Company pursuant to this Section 5.1, the Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date, the cash value of any accrued but unused PTO as of the Termination Date, plus the following amounts and consideration, subject to standard payroll scheduling, deductions and withholdings (the “Severance Package”), provided Executive satisfies the conditions set forth at the end of this paragraph (the “Severance Conditions”): (i) the Base Salary through the end of the twelve (12) month period commencing on the Termination Date (such period, the “Severance Payment Period”); and (ii) the costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 4.2 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) through the Severance Payment Period commencing on the Termination Date. The payment to Executive of any benefits or consideration other than the foregoing following the termination of Executive’s employment pursuant to this Section 5.1 shall be determined by the Board in its sole discretion in accordance with the policies and practices of the Company and applicable laws. The parties agree that the Executive shall not be eligible for the Severance Package unless and until 28 days (including a 7 day revocation period) after Executive has first satisfied and continues to satisfy the Severance Conditions, as follows: (a) full compliance with the Employee Confidentiality, Assignment of Inventions, Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (the “NDA”); (b) compliance with Executive’s obligations under this Agreement; and (c) execution of a waiver and release of claims in favor of TAC and the Company related to Executive’s employment with the Company substantially in the form set forth in Exhibit C attached hereto.

5.2. For Cause by the Company. Notwithstanding any other provision of this Agreement, Executive’s employment hereunder may be terminated by the Company at any time for Cause. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s arbitrary, unreasonable, or willful failure to follow the reasonable instructions of the Board or otherwise perform Executive’s duties hereunder (other than as a result of a Disability (as defined in Section 5.3)) for five (5) days after a written demand for performance is delivered to Executive on behalf of the Company which demand specifically identifies the manner in which the Company alleges that Executive has not substantially followed such instructions or otherwise performed Executive’s duties; (ii) Executive’s gross negligence or willful misconduct in the performance of Executive’s duties under this Agreement; (iii) other behavior that is materially injurious to the Company (whether from a monetary perspective or otherwise), including without limitation, substance abuse; (iv) Executive’s willful commission of an act constituting fraud, embezzlement, breach of any fiduciary duty owed to the Company or its stockholders or other material dishonesty with respect to

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the Company; (v) Executive’s conviction of, or the filing of a plea of nolo contendere or its equivalent with respect to, a felony or any other crime involving dishonesty or moral turpitude; or (vi) Executive’s material breach of Executive’s obligations under this Agreement or under the NDA. If Executive’s employment is terminated by the Company for Cause, the Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date, plus the cash value of any accrued but unused PTO, as of the Termination Date. The payment to Executive of any other benefits following the termination of Executive’s employment pursuant to this Section 5.2 shall be determined by the Board in its sole discretion in accordance with the policies and practices of the Company and applicable laws.

5.3. Disability and Death. Subject to the requirements of the Americans with Disabilities Act and any other applicable laws, Executive’s employment hereunder may be terminated by the Company at any time in the event of the Disability of Executive. For purposes of this Agreement, “Disability” shall mean the inability of Executive to perform substantially Executive’s duties hereunder due to physical or mental disablement which continues for a period of four (4) consecutive months during the Employment Term, as determined by an independent qualified physician mutually acceptable to the Company and Executive (or Executive’s personal representative). If Executive’s employment is terminated by the Company for Disability or death, the Company shall pay Executive (or Executive’s estate or legal representative) all amounts owed to Executive for work performed prior to the Termination Date, the cash value of any accrued but unused PTO, as of the Termination Date, plus the Severance Package, except that the Base Salary paid as a part of the Severance Package shall be reduced by the amount of Base Salary, salary continuation (short-term disability), and cash disability benefits (long-term disability) paid to Executive for the corresponding period under the Company’s employee benefit plans as then in effect. The payment to Executive of any benefits other than as described in the immediately preceding sentence following the termination of Executive’s employment pursuant to this Section 5.3 shall be determined by the Board in its sole discretion in accordance with the policies and practices of the Company and applicable laws.

5.4. Termination by Executive. Executive’s employment hereunder may be terminated by Executive at any time upon not less than thirty (30) days prior written notice from Executive to the Company. Executive agrees that such notice period is reasonable and necessary in light of the duties assumed by Executive pursuant to this Agreement and fair in light of the consideration Executive is receiving pursuant to this Agreement. If Executive terminates Executive’s employment with the Company pursuant to this Section 5.4, the Company shall pay Executive only all amounts owed to Executive for work performed prior to the Termination Date, plus the cash value of any accrued but unused PTO as of the Termination Date.

5.5. Notice of Termination. Any termination of employment by the Company or by Executive shall be communicated by written Notice of Termination to the other Party in accordance with Section 9 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

5.6. Survival. The provisions of Section 5 shall survive the termination of this Agreement.

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6. Confidentiality Agreement. In connection with this Agreement, Executive has executed the NDA which is incorporated herein by reference and made a part of this Agreement.

7. Return of Company Property. Executive agrees that upon termination of Executive’s employment hereunder, Executive shall return immediately to the Company any proprietary materials, any materials containing Confidential Information (as defined in the NDA) and any other Company or TAC property then in Executive’s possession or under Executive’s control, including, without limitation all notes, drawings, lists, memoranda, magnetic disks or tapes, or other recording media containing such Confidential Information, whether alone or together with non-confidential information, all documents, reports, files, memoranda, records, software, credit cards, door and file keys, telephones, PDAs, computers, computer access codes, disks and instructional manuals, or any other physical property that Executive received, prepared, or helped prepare in connection with Executive’s employment under this Agreement. Upon termination, Executive shall not retain any copies, duplicates, reproductions, or excerpts of Confidential Information, nor shall Executive show or give any of the above to any third party. Executive further agrees that Executive shall not retain or use for Executive’s account at any time any trade name, trademark, service mark, logo or other proprietary business designation used or owned in connection with the business of the Company.

8. Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 6 or the NDA would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to seek, and Executive will not oppose or object to the granting of, equitable relief in the form of specific performance, temporary restraining orders, temporary or permanent injunctions or any other equitable remedy which may then be available.

9. Notices. Any notice hereunder by either Party to the other shall be given in writing by personal delivery, facsimile, overnight courier or certified mail, return receipt requested, addressed, if to the Company, to the attention of the Board with a copy to the General Counsel of TAC at the Company’s executive offices or to such other address as the Company may designate in writing at any time or from time to time to Executive, and if to Executive, to Executive’s most recent address on file with the Company. Notice shall be deemed given, if by personal delivery or by overnight courier, on the date of such delivery or, if by facsimile, on the business day following receipt of delivery confirmation or, if by certified mail, on the date shown on the applicable return receipt.

10. Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party, provided however that the Company may assign this Agreement without Executive’s consent in the event of a change of control.

11. Entire Agreement. The NDA and this Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and there have been no oral or other agreements of any kind whatsoever as a condition precedent or inducement to the signing of this Agreement or otherwise concerning this Agreement or the subject matter hereof. To the extent there is any conflict between this Agreement and the NDA, this Agreement shall prevail. As of the Effective Date, this Agreement shall supersede and replace in its entirety the Original Agreement, and the Original Agreement shall be of no further force or effect.

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12. Expenses. The Parties shall each pay their own respective expenses incident to the enforcement or interpretation of, or dispute resolution with respect to, this Agreement, including all fees and expenses of their counsel for all activities of such counsel undertaken pursuant to this Agreement.

13. Governing Law. In light of the domicile of TAC and the issuance of the Stock Options for TAC Common Stock, this Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of Delaware.

14. Submission to Jurisdiction; Waiver. Each party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect hereof or thereof brought by another party hereto or its successors or assigns may be brought and determined in the courts of the State of Delaware (or, if appropriate, a federal court located within Delaware), and each party hereby irrevocably submits with regard to any action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

15. Waiver Of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

16. Waivers and Further Agreements. Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof; provided, however, that no such written waiver, unless it, by its own terms, explicitly provides to the contrary, shall be construed to effect a

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continuing waiver of the provision being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the Party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. Each of the Parties agrees to execute all such further instruments and documents and to take all such further action as the other Party may reasonably require in order to effectuate the terms and purposes of this Agreement.

17. Amendments. This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected except by an instrument in writing executed by both Parties.

18. Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. Section Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

21. Legal Advice. In executing this Agreement, Executive acknowledges that the Company has notified Executive of Executive’s right to review this Agreement with counsel, and Executive has received, if Executive so chose, legal advice concerning this Agreement.

IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Agreement as of the Effective Date.

EXECUTIVE

RAND IMAGINiT TECHNOLOGIES, INC.

By:

Robert Heeg

By:

Name: Marc Dulude

Title: CEO

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Exhibit A

OPTION CERTIFICATE

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Exhibit B

EMPLOYEE CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

In consideration of my continued employment by Rand IMAG1NiT Technologies, Inc., an Ohio corporation, or any of its predecessors, successors, subsidiaries or affiliates, including without limitation Typhoon Acquisition Corp. (“TAC”), TAC’s subsidiaries and affiliates (collectively, the “Company”), and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I agree as follows:

Confidentiality

I understand that the Company continually obtains and develops valuable proprietary and confidential information concerning its business, business relationships and financial affairs (the “Confidential Information”) which may become known to me in connection with my employment.

I acknowledge that all Confidential Information, whether or not in writing and whether or not labeled or identified as confidential or proprietary, is and shall remain the exclusive property of the Company or the third party providing such Confidential Information to myself or the Company. By way of illustration, but not limitation, Confidential Information may include Inventions (as defined below), trade secrets, technical information, know-how, research and development activities of the Company, product, service and marketing plans, business plans, budgets and unpublished financial statements, licenses, prices and costs, customer and supplier information and information disclosed to the Company or to me by third parties of a proprietary or confidential nature or under an obligation of confidence. Confidential Information is contained in various media, including without limitation, patent applications, computer programs in object and/or source code, flow charts and other program documentation, manuals, plans, drawings, designs, technical specifications, laboratory notebooks, supplier and customer lists, internal financial data and other documents and records of the Company.

I agree that I shall not, during the term of my employment and thereafter, publish, disclose or otherwise make available to any third party, other than employees of the Company, any Confidential Information except as expressly authorized in writing by the Company. I agree that I shall use such Confidential Information only in the performance of my duties for the Company and in accordance with any Company policies with respect to the protection of Confidential Information.

I agree to exercise all reasonable precautions to protect the integrity and confidentiality of Confidential Information in my possession and not to remove any materials containing Confidential Information from the Company’s premises except to the extent necessary to my employment. Upon the termination of my employment, or at any time upon the Company’s request, Ishall return immediately to the Company any and all materials containing any Confidential Information then in my possession or under my control.

Confidential Information shall not include information which (a) is or becomes generally known within the Company’s industry through no fault of mine; (b) was known to me at the time it

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was disclosed as evidenced by my written records at the time of disclosure; (c) is lawfully and in good faith made available to me by a third party who did not derive it from the Company and who imposes no obligation of confidence on me; or (d) is required to be disclosed by a governmental authority or by order of a court of competent jurisdiction, provided that such disclosure is subject to all applicable governmental or judicial protection available for like material and reasonable advance notice is given to the Company.

Assignment of Inventions

I agree promptly to disclose to the Company any and all ideas, concepts, discoveries, inventions, developments, original works of authorship, software programs, software and systems documentation, trade secrets, technical data, know-how that are conceived, devised, invented, developed or reduced to practice or tangible medium by me, under my direction or jointly with others during any period that I am employed or engaged by the Company, whether or not during normal working hours or on the premises of the Company, which relate, directly or indirectly to the Business of the Company and arise out of my employment with the Company (hereinafter “Inventions”). “Business” shall mean the business (including activities planned and budgeted but not yet implemented) of the Company at any time during my employment; the Business of the Company shall initially be the sale of design software and related services, as such business may evolve from time to time following the date hereof.

I hereby irrevocably assign to the Company all of my right, title and interest to the Inventions and any and all related patent rights, copyrights and applications and registrations thereof. During and after my employment, I shall cooperate with the Company, at the Company’s expense, in obtaining proprietary protection for the Inventions and I shall execute all documents which the Company shall reasonably request in order to perfect the Company’s rights in the Inventions. I hereby appoint the Company my attorney to execute and deliver any such documents on my behalf in the event I should fail or refuse to do so within a reasonable period following the Company’s request. I understand that, to the extent this Agreement shall be construed in accordance with the laws of any state which limits the assignability to the Company of certain employee inventions, this Agreement shall be interpreted not to apply to any such invention which a court rules or the Company agrees is subject to such state limitation.

I acknowledge that all original works of authorship made by me within the scope of my employment which are protectible by copyright are intended to be “works made for hire”, as that term is defined in Section 101 of the United States Copyright Act of 1976 (the “Act”), and shall be the property of the Company and the Company shall be the sole author within the meaning of the Act. If the copyright to any such copyrightable work shall not be the property of the Company by operation of law, I will, without further consideration, irrevocably assign to the Company all of my right, title and interest in such copyrightable work and will cooperate with the Company and its designees, at the Company’s expense, to secure, maintain and defend for the Company’s benefit copyrights and any extensions and renewals thereof on any and all such work. I hereby waive all claims to moral rights in any such copyrightable works.

I further represent that the attached Schedule A contains a complete list of all inventions made, conceived or first reduced to practice by me, under my direction or jointly with others prior to my employment with the Company (“Prior Inventions”) and which are not assigned to the

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Company hereunder. If there is no such Schedule A attached hereto or no inventions listed therein, I represent that there are no such Prior Inventions.

I acknowledge and agree that the assignments above and other rights granted to the Company herein are irrevocable and that my sole remedy in the event of any claim for breach of this or any other Agreement by the Company shall be an action for money damages. In no event shall I have any right to revoke or rescind the assignments set forth above and I hereby covenant and agree not to challenge, directly or indirectly, the Company’s sole and exclusive ownership of the Inventions and copyrightable works assigned to Company hereunder.

Non-Competition

I hereby agree to undertake certain non-competition obligations in consideration for my employment by the Company going forward. I agree that while I am employed by the Company and for a period ending 12 months after any termination or cessation of such employment (the “Non-Interference Period”), I shall not, without the Company’s prior written consent, directly or indirectly, as a principal, employee, consultant, partner, or stockholder of, or in any other capacity with, any business enterprise (other than in my capacity as a holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company or as a holder of not more than 5% of the combined voting power of the outstanding stock or equity interests of a privately held entity and its affiliates) anywhere in the world where the Company conducts its Business (a) engage in any activity that competes, directly or indirectly with the Business of the Company, (b) conduct a business of the type or character engaged in or, to my knowledge, planned and budgeted to be engaged in by the Company at the time of termination or cessation of my employment or (c) develop products or services competitive with those offered or, to my knowledge, planned and budgeted to be offered by the Company.

General non-solicitation

I agree that while I am employed by the Company and during the Non-Interference Period, I shall not solicit, divert or take away, or attempt to divert or take away, the business or patronage of any of the clients, customers or accounts, of the Company which were contacted, solicited or served by me or others at the Company while I was employed by the Company.

Non-solicitation of Employees

I agree that while I am employed by the Company and during the Non-Interference Period, I shall not directly or indirectly recruit, solicit or hire any employee of the Company, or induce or attempt to induce any employee of the Company to discontinue his or her employment relationship with the Company.

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Notice of Subsequent Employment

I shall, during the Non-Interference Period, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the nature of the position) or any other business activity. I hereby authorize the Company to disclose to any subsequent employer the terms of this Agreement and any other information related to my employment by the Company as may be permitted by applicable law.

Other Agreements

I hereby represent to the Company that, except as identified on Schedule B, I am not bound by any agreement or any other previous or existing business relationship which conflicts with or prevents the full performance of my duties and obligations to the Company (including my duties and obligations under this or any other agreement with the Company) during my employment.

I understand that the Company is neither requesting, nor does it desire to acquire, from me any trade secrets, know-how or confidential business information I may have acquired from others. Therefore, I covenant, represent and warrant that during my employment with the Company, I will not use or disclose any proprietary information or trade secrets of any former employer, or any other person or entity with whom I have an agreement or to whom I owe a duty to keep such information in confidence. Those persons or entities with whom I have such agreements or to whom I owe such a duty are identified on Schedule B. Additionally, to the extent that I am bound by any agreements with any of my former employers not to solicit customers or employees of any former employers for a period of time, I agree, represent and warrant that I will honor such agreements.

General

This Agreement may not be assigned by either party except that the Company may assign this Agreement in connection with the merger, consolidation or sale of all or substantially all of its business or assets. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and other legal representatives and, to the extent that any assignment hereof is permitted hereunder, their assignees.

This Agreement supersedes all prior agreements, written or oral, with respect to the subject matter of this Agreement. This Agreement may be changed only by a written instrument signed by both parties hereto.

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and all other provisions shall remain in full force and effect. If any of the provisions of this Agreement is held to be excessively broad, it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law. I agree that should I violate any obligation imposed on me in this Agreement, I shall continue to be bound by the obligation until a period equal to the term of such obligation has expired without violation of such obligation.

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No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any occasion if effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

I acknowledge that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are reasonable for such purpose. I understand further that my agreement to the restrictions outlined in this Agreement was a key inducement to my continued employment by the Company. I agree that any breach of this Agreement by me will cause irreparable damage to the Company and that in the event of such breach, the Company shall be entitled, in addition to monetary damages and to any other remedies available to the Company under this Agreement and at law, to seek, and I will not oppose or object to the granting of, equitable relief, including injunctive relief, and to payment by myself of all costs incurred by the Company in enforcing the provisions of this Agreement, including reasonable attorneys’ fees. I agree that should I violate any obligation imposed on me in this Agreement, I shall continue to be bound by the obligation until a period equal to the term of such obligation has expired without violation of such obligation.

This Agreement shall be construed as a sealed instrument and, in light of the domicile of TAC and the issuance of the Stock Options for TAC Common Stock, shall in all events and for all purposes be governed by, and construed in accordance with, the laws of the State of Delaware without regard to any choice of law principle that would dictate the application of the laws of another jurisdiction. Any action, suit or other legal proceeding which I may commence to resolve arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of Delaware (or, if appropriate, a federal court located within Delaware), and I hereby consent to the jurisdiction and venue of such court with respect to any action, suit or proceeding commenced in such court by the Company.

I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND I UNDERSTAND, AND AGREE TO, EACH OF SUCH PROVISIONS.

March 31, 2008

Date (Signature)

Print Name: Robert F. Heeg

Acknowledged and

agreed to:

RAND IMAG1NIT TECHNOLOGIES, INC.

By:

Name: Marc Dulude

Title: CEO

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SCHEDULE A

PRIOR INVENTIONS

The following is a complete list of all Prior Inventions

Additional Sheets Attached

If I am claiming any Prior Inventions above, I agree that, if in the course of my employment with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company shall automatically be granted and shall have a non-exclusive, royalty-free, irrevocable, transferable, perpetual world-wide license to make, have made, modify, use and sell such Prior Invention as part of, or in connection with, such product, process or machine.

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