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SOLUTION TECllNOLOGlES, INC.
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
vs.
; No. r; ~ fr. ,-{C)
('I r
( 1ult~
TERRY D. BRODE
Defendant
: Action in Equity
ORDlm SETTING HEARING ON
MOTION FOR PRELIMINARY IN.IlJNCTlON
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AND NOW, this I 'I ay of November, 1998, upon consideration of Plaintiffs
Complaint and Motion for Preliminary Injunction, it is hereby ORDERED and DECREED that a
Hearing on the Motion for a Preliminary Injunction is set for the ;? 3 ~ day of
J(1,/,(;1J'Y1./,,,,,/ , 1998 at /: 30 f-.m. in Courtroom No. L of the Cumberland County
Courthouse in Carlisle, Pennsylvania.
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SOLUTION TECHNOLOGIES, INC.
Plaintiff
IN TIlE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
vs.
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No. f J. (, ., Ji, Cf'Jo.ty f h..,
Action in Equity
TERRY D. BRODE
Defendant
ORDER FOR I'RELlMINARY IN.JUNCTION
AND NOW, this
day of November, 1998. upon consideration of Plaintiffs
Complaint and Motion for Preliminary Injunction, and thc testimony presented on a hearing on
(a) Continue his employment with Ajilon Services, Inc., in violation
Plaintiffs request, and having determined that:
I. Plaintiffwill suffer irreparable harm and loss if Defendant Terry D. Brode
("Brode") is permitted to:
of his agreement with Plaintiff,
(b) Convert or misappropriate the property of STI for his own and
Ajilon's use in violation of his agreements with Plaintiff STI,
(c) Transmit or reveal confidential information concerning the clients,
consultants or prospective clients and consultants ofSTI and STI's methods of
operation to a competitor ofSTI.
(d) Solicit clients of STI.
2. Plaintiff STI has no adequate remedy at law.
3. Greater injury will be inflicted upon PlaintiffSTI by the denial of temporary
injunctive relief than would be inflicted upon Defendant Brode upon the granting of such relief.
IT IS HEREBY ORDERED AND DECREED THAT:
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(I) Defcndanl Brode is hereby enjoined and restrained, pending trial on the merits
from:
(a) Continuing his cmploymcnt with Ajilon for a pcriod of onc (I) ycar or until
furthcr ordcr of this Courl; and
(b) Soliciting clicnts ofSTI; and
(c) Directly or indirectly utilizing, disclosing or retaining any of the trade seerets
or confidential information including but not limited to consultant and potential
candidate lists and resume's as well as confidential information rcgarding STI's
performance and future prospects which he obtained during his employment at
STI except for the benefit of STI.
BY THE COURT:
1180\17517.1
SOLUTION TECIINOI.OGIES,INC.
Plainliff
IN TIlE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYL VAN/A
vs.
No. 'i r (, rJv (",'</ 7C".__
TERRY D. BRODE
: Action in Equity
Defendant
~OTlON FOR A PRELIMINARY IN,JUNCTION
Pursuant to Rule /531 of the Pennsylvania Rules of Civil Proecdurc, Plaintiff, Solution
Technologics, Inc. ("STl"), by and through its attorncys, Duanc, Morris & Heckscher LLP,
rcspcctfully requcsts this Court to issue a Prcliminary Injunction in such manner as is proposcd
in the accompanying Order and, in support thereof, sets forth the following:
I. On Novcmber 18,1998, PlaintiffSTl filcd a verificd Complaint sctting forth its
claims against Defcndant Terry D. Brodc ("Brode") for violations of the covenant not to compete
contained in Brode's Employment Agrcement with STl, for violations of the confidentiality
agreements contained in Brode's Employment Agreemcnt and his Incentive Compensation Plan
with STI and for Brode's misappropriation and utilization of tradc secrets and confidential
information ofSTI.
2. STI's Complaint, which is herein incorporated by reference, sets forth in sufficient
detail that:
(a) Defcndant Brode entered into an Employment Agreement with STI
in March of 1989 which contained a valid restrictive covenant and an agreement
not to use or disclose trade secrets or confidential information obtained in or
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related to his employment with STI. A true and correct copy of the Brode
Employment Agreement is attachcd to the Verificd Complaint as Exhibit "A."
(b) Defendant Brode entered into un Inccntive Compensation Plan as
Branch Manager in STI's Charlottc Office in the fall of 1997 which contained an
agreement not to use or disclose trade secrets or confidential information obtained
in or rclated to his cmployment with STI. A true and correct copy of the Brode
Incentive Compensation Plan is attached to the Verified Complaint as Exhibit
"B,II
(c) Defendant Brode resigned his employment with STIto be effectivc
October 16, 1998.
(d) Commencing sometime after October 14, 1998, Defcndant Brode
accepted a position at Ajilon Services, Inc. ("Ajilon"), a direct compctitor of STI,
as a Sales Representativc in Ajilon's Mechanicsburg office in direct violation of
the covenants containcd in his Employment Agreement.
( e) During his employment at STI, Defendant Brode obtained, or was
provided as a necessary part of his employment, certain confidential and
proprietary information which he has been using or has passed on to his current
employer, Ajilon, for his or its benefit and financial gain.
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(I)
Defendant Brode's use of the proprietary and confidential
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information of STI is wrongful and violates the confidentiality provisions
contained in Defendant Brode's Employment Agreement and Incentive
Compensation Plan with STI.
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(g) Defendant Brode's use or misappropriutioll or STI's confidential
information has harmed, is IlUrming and will continue to irreparably harm STI
unless abated by this Court.
3. Absent the immediate grant of special relief in the fonn of a preliminary
injunction, Defendant Brode will continue to violate the non-compete and confidentiality
provisions of his Employment Agreement and Incentive Compensation Plan with STI.
4. Absent an immediate grant of special relief in the form of a preliminary
injunction, Defendant Brode will cause STl immediate and irreparable harm, which cannot be
compensated by damages, including loss of valuable confidential information, good will, client,
consultant and candidate prospects and other business relationships and opportunities.
5. Defendant Brodc will not suffcr any legitimate harm by the issuance of the
preliminary injunction requested herein as he is not restricted from being cmployed so long as
the terms of the Employment Agreement are not violated.
6. Any harm that may result from the issuance of the preliminary injunction
requested herein would be lesser than the harm that would result in the absence of such equitable
relief.
7. Issuance of the spccial injunction requested herein appropriately preserves the
status quo pending ultimate resolution of this matter by the Court.
8. The relief requested herein is narrowly tailored to accomplish the goal of
preserving the status quo, pending final resolution of this mailer.
9. Defendant Brode's conduct is actionable and STI's right is clear, such that STI
will likely succeed on the merits of its claims.
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SOLUTION TECIINOLOOIES, INC.
: IN TilE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
vs.
No. y$ - {)Jot)
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(C ffH~~
TERRY D. BRODE
: Action in Equity
Defendant
NOTICE
You have been sued in court. If you wish to defend against the claims set forth in the
following pages, you must take action within twenty (20) days after this Complaint and Notice
are served, by entering a written appearance personally or by an attorney and filing in writing
with the court your defenses or objections to the claims set forth against you. You are warned
that if you fail to do so the case may proceed without you and a judgment may be entered against
you by the court without further notice for any money claimed in the Complaint or for any othcr
claim or relief requested by the Plaintiff. You may lose money or property or other rights
important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LA WYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Cumberland County Bar Association
2 Liberty Avenue
Carlisle, P A 17013
Telephone No.: (717) 249-3166
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1113G\17394.1
SOLUTION TECIINOLOGlES, I"'C.
: IN TIlE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
vs.
: No.
TERRY D. BRODE
: Action in Equity
Defcndant
NOTICfA
Le han demandado a usted cn la corte. Si usted quiere dcfendersc dc cstas dernandas
expuestas en las paginas siguientes, usted tiene viente (20) dias de pfazo al partir de la fecha de
la demanda y fa notificacion. Usted debe presentar una apariencia cscrita 0 en persona 0 por
abogado y archivar en fa corte en forma escrita sus defensas 0 sus objeciones a las demandas en
contra de su persona. Sea avisado que si usted no se defiende, fa corte tomara medidas y puede
entrar una orden contra usted sin previo aviso 0 notificacion y por cllalquicr queja 0 alivio que es
pedido en fa peticion dc demanda. Usted puede perder dinero 0 sus porpiedades 0 otros derechos
importantes para usted.
LLEVE EST A DEMANDA A UN ABODAGO IMMEDIA l' AMENTE. SI NO TIENE
ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE P AGAR TAL SERVICIO,
V A Y A EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUY A DIRECCION SE
ENCUENTRA ESCRIT A ABAJO PARA A VERIGUAR DONDE SE PUEDE CONSEGUIR
ASISTENCIA LEGAL.
Cumberland County Bar Association
2 Liberty Avenue
Carlisle, P A 17013
Telephone No.: (717) 249-3166
118G\17394.1
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SOLUTION TECIINOLOGIES,INC.
IN TIlE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
vs.
No. Cfj - (,.) \'l' EtA.~ -C,--
Action in Equity
TERRY D. BRODE
Dcfendant
COMPLAINT
I. INTRODUCTION
I. Plaintiff, Solution Technologies, Inc. ("STI"), brings this action for injunctive
relief against one of its former employees, Terry D. Brode ("Brode"), asserting that Brode left
his employment with STI and became employcd with a direct competitor of STI, Ajilon
Services, Inc., so that he could utilize trade secrets he learned during the course of his
employment by STI. By his actions, Defendant Brode has violated the terms of the restrictive
covenant and confidentiality agreements which he had with STI and has improperly utilized and
conveyed to others trade secrets and other confidential information which he obtaincd during and
solely as a result of his employment with STL
II, THE PARTIES
2. Solution Technologies, Inc. ("STI") is a Pennsylvania corporation providing
computer consulting and professional services to clients with its principal place of business
located at 702 Lisburn Road, Camp Hill, Pennsylvania, 1701 I. STI places individuals in the
information technology industry with commercial entities on a short-term and long-term
contractual basis. STI has six branch offices nationwide, including: Camp Hill, Pennsylvania;
I-IDO\I7489.1
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Altoona, Pennsylvania; Pittsburgh, Pennsylvania; Ilagerslown. Maryland: Charlotte, North
ClIrolinn; and Kansas City, Missouri.
3. Defendant Tcrry D. Brode is a resident of Pennsylvllnia lInd resides lit 2923
Lincoln Strcet, Camp Hill, Pennsylvania, 170 II. Brode was employed with STI from March 6,
1989 to October 14, 1998. Brode first served as a Sales Reprcsentative with STI and later served
as a Branch Manager in thc Kansas City and Charlotte, North Carolina offices until his
resignation.
III, FACTS
Solution Tcchnolol!ics. Inc.
4. The principal business of STI is to recruit and hire information technology
professionals or consultants and to place those professionals and consultants in short-term or
long-term positions with commcrcial entities or "clients" on a continuous basis.
5. STl's consultants perform a broad spectrum of information tcchnology roles,
including but notlimitcd to: programming, system administration, requirements planning,
project management, applications development, system analysis and design, network
administration and installation, technical services and telecommunications services.
6. STI operates through its branch offices v.hich servf' particular geographical areas.
7. STI has six branch offices nationwide. They are located in Camp Hill,
Pennsylvania; Altoona, Pennsylvania; Pittsburgh, Pennsylvania; Hagerstown, Maryland;
Charlotte, North Carolina; and Kansas City, Missouri.
8. Each Branch Office has a branch manager who is indispensable to the operation
and success of STI's business. The branch manager's many responsibilities include, but are not
nnG\17489.1
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limited to: ovcrsceing arells of busincss operation; managing brunch slaO" and limclions;
assuming responsibilily for the hiring, lIdministralion and mllnagcment of the sllles
rcpresentlllives and cOl1sultanls; ensuring lhal COl1sultllnls are meeling c1icnls' necds; being
rcsponsiblc for the development of new business; mamlging thc salcs and recruiting stam to
ensure syncrgy and cffectiveness; managing and resolving questions and problems from the
consultants, including salary issues; lInd handling all sales inilialivcs.
9. STI maintains a computer database which lists the names, addresscs, and phone
numbers and rates of pay of all ofST/'s clients, consultants, and applicants who wish to bccome
consultants ("candidates") as wcll as the resumcs of all consultants and candidatcs. The database
is updated regularly.
10. STI's computer network is administered by a network technician. The
information contained on the database is all password protected. An employee is allowed access
to only that portion of the database that is relevant to his or her job functions. For example, a
member of the recruiting staff has access only to lists of consultants and potcntial candidates,
while a member ofa saies staff has access only to lists of c1icnts.
II. STI's branch managcrs have access to all parts of'the database, except payroll
information.
12. All STI employees who have access to any part of confidential or proprietary
information, including branch managers, must sign confidentiality agreements barring thcm from
ever disclosing or using any of the confidential information they have leamed during or as a
result of their employment.
HBG\17489.1
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13. Branch managers also have uccess to highly contidcntialllnd significant stratcgic
infornlation belonging 10 STI. For example, all of the STI hranch munagers receive weekly
branch oflice uetivity rcports concerning the following vitlll issues: key personnel in the
organi7.l1tion, listing of c1icnt interviews and job starts, noteworthy news and upcoming cvents in
the organization. In addition to thc wcekly branch oflice reports, STI's branch managers also
rcceive MlItrix rcports every other weck detailing client account progress. The reports track the
progress of various client accounts by listing the status of all job openings and the prospective
candidatcs and consultants availablc to iiI/the job openings.
14. In addition, STI's branch managers meet cvery three weeks with either the
President or Vice-President of the corporation to discuss marketing, employment, and business
issues specific to the individual branch offices.
15. Branch managers also mcet with all of the corporate officers STI in quarterly
face-to-face meetings. At these meetings, the participant~ discuss such crucial issues as financial
performance and budget forecasts on both the branch and corporate levels, national projects,
corporate policy development, compensation issues, prospective clients and candidates, and the
developmental nceds of the company.
16. Branch managers also rcceive the following confidential and crucial written
information: local and corporate-wide budget forecasts; actual operating results; resumes from
prospective applicants and candidates; client lists; and employce lists.
Terrv Brode
17. Defendant Brode was employed with STI from March 6, 1989 until October 14,
1998 when he resigned his position as branch manager with 81'1.
118G\17489.1
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18. From March 6, 1989 through Deccmber 31, 1996, Ilrode W,IS a Sales
Represcntative at STI in its Camp Ifill hranch office.
19. On or ahout March 6, 1989, when Brode commenced cmploymenl with STI,
Brode executed an Employment Agreement with STllor the position of Sales Representative. A
true copy of that Employment Agreement (the "Agreement") is attached hercto as Exhibit "A".
20. Under the terms of the Agreement, Brode promised never to divulge any
confidcntial information conceming STI's business, including client and consultant and
,,'
prospective candidates' lists;
In consideration of hislher employment in the Agrcement, the Employce agrees
that for a period of one (I) year after the termination of his/her employment with
Company, the Employee will not directly or indirectly divulge to any competitor
of thc Company or to any other firm or person intending or planning to compete
with the Company, any trade secrets, secret formulae or process, business
methods, customer lists, employee lists, wage and salary information, financial
data, or other confidential matters of which the Employee is aware by virtue by
hislher employmcnt with the Company, nor shall the Employee utilize in any
manner any such information of the business to the financial detriment of the
Company during such period, nor shall he/she take any action detrimcntal to the
good will of the company.
Exhibit "A" ~ 8(b)(l).
21. Under the terms of the Agreement, Brode also agrecd not to accept a position with
any competitor of STl within the market area in which STI is actively engaged in business for
twelve months following termination:
In consideration of hislher employment and this Agreement, the Employee agrees
that he/she shall not, for a period of one (I) year after the termination of hislher
employment accept a position with a person, firm, or corporation actively
engaged in competition with the Company such employment restriction to be
limited to the market area which the Company is actively engaged at the time of
the termination of the Employee's employment, or in which the company is
actively involved in research and development to become engaged. This one year
restriction referred to in section 8(b)(2) shall not be required if the Company
HOG\17489.1
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lernlinales the Agreement under 7(a), but will be required if the Employee
terminates lhe Agreement under 7(a) or the Company tenninales the Agreement
under 7(b).
Exhibit "N, ~ 8(b)(2).
22. In the same Agreement, Brode also acknowledged and agreed 10 "surrender to the
Company in good order and condition, any and all record or records, and materials kept by
himlher belonging 10 the Company of any nature, kind or character whatsoever in any record or
records kept by him/her containing the names, addresses, and other information and materials
with regard to clienls, employees, customers, or prospective customers oflhe Company."
Exhibit "A" at paragraph 1 O.
23. On January I, 1997 Brode was promoted to Ihe position of Branch Manager
responsible for the branch office in Kansas City, Missouri.
24. On October 13, 1997, Brode was transfcrred to the Charlottc, North Carolina
officc to serve as its branch manager until his departure on October 14, 1998.
25. On December 30, 1997, Brode entered into an Incentive Compensation Plan with
STI. The Plan defined his responsibilities and compensation as STI's Charlotte Business
Development Manager ("Branch Manager"). A true copy of the Brode Plan is attached hereto as
Exhibit "B".
26. Under the terms of the Plan, Brode promised to turn ovcr upon termination of his
employment "all correspondence, lists and records of all prospects and clients, and all other
materials such as crcdit cards, identification cards, manuals, etc., obtained while in the employ of
STI." Hxhibit "B", Brodc Plan, ~ VI.
!-180\17489.1
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27. In thc same Plan, Brode also aeknowledgcd "lhat STI and prospective clienllislS,
STI marketing stratcgies and lactics, non-public product marketability data to which the
Manager gains access as a result of his position (hcrein called 'inlilrmation') are confidentialllnd
contain trade secrets" and that Brode "is liablc for the confidentiality of all 'information.'''
Exhibit "B", Brode Plan, ~ VI.
28. In the same Plan, Brode also agreed to the following confidentiality provisions:
The Managcr will not publish or otherwise disclosc:
eithcr during or after his cmployment, an)' published or unpublished document,
proprietary or confidential "information", or secret rclating to STl or the conduct
of its business operation;
the materials, apparatus equipment, processes, formulae, plans, and
methods used in the manufacturc, production, or marketing of its
products or services;
any information belonging to STI's clients to which the Manager
has access in the course of his employment;
If the Manager terminates employment with STI, he will return all property
belonging to STl and will not, without the prior written consent of a principal,
retain or take with him any process, formula, drawing, plan, model, software,
writing, or other record.
The Manager further acknowledges that disclosure of some or all of the
information to STI's competitors or the personal use of such information by the
Manager in marketing to current clients or prospective clients on Manager's own
behalf and/or on behalf of a competitor could reduce STl's competitive advantage
or otherwise commercially injure STI.
The Manager is liable for the confidentiality of all "information."
Exhibit "B", Brode Plan, ~ VIII.
HBG\17489.1
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29. On Octuber 6, 1998, a computer consultant named Michael Corchoran applied to
work nt STlthrough STI recruiter Tracy Etter in STI's Camp I Iill oflice. During thc applielltion
process, Mr. Corchurun indicated to Mr. Etter thlll he wllnted to work in the ClIrolina regiun.
30. As a result. Recruiter Eller faxed Mr. Corchoran's resume' to Terry Brode, then
Branch Manager of STI's Charlotte oflice, and asked Mr. Brode for lIssistance in placing
Corchoran.
31. On October 2, 1998, Defendant Brode resigned his position with STI, effective
Octobcr 16, 1998.
32. Brode's last oflicial day of work at STI was October 14, 1998, as he failed to
show to work on October 15, 1998.
33. Based upon information and belief, Brode is currently working in the Camp Hill
office of Ajilon as a sales representative.
34. Ajilon Services, Inc. ("Ajilon") is a California corporation with a principal place
of business at 5001 Louise Drive, Mechanicsburg, PA, 17055. Ajilon is a direct competitor of
STI and also places individuals in the information technology field as consultants to various
companies on a contractual basis.
35. Ajilon has numerous branch offices outside of Pennsylvania. Most of those
offices do not operatc in areas in which STI is actively engaged in business.
36. Defcndant Brode left his employment at STI taking with him a copy of Michael
Corchoran's resume.
37. Defendant Brode gave Michael Corchoran's resume to an Ajilon recruiter upon
commencing employment with Ajilon.
1180\17489.1
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38. During the week of November 2, 1998, Terry Kohler, a recruitcr for Ajilon, called
Corchoran and allcmpted to recruit him to work for Ajilon.
39. Defendanlllrode has also contacted at least four of STI's clients and solicited
them on behalfof Ajilon.
40. During the course ofthosc solicitations, Defendant Brode disclosed confidential
information rcgarding STI, obtained solely as a result of his employment by STI, in an allemptto
disparage STI and causc those clients to switch from STI to Ajilon.
COUNT I
BREACH OF COVENANT NOT TO COMPETE
41. Plaintiff incorporates herein by refcrence paragraphs I through 40 as if set forth
in full herein.
42. STI duly performed all of its obligations under its Employment Agreement with
Terry Brode.
43. Ajilon is in the business of hiring information technology professionals or
"consultants," and placing those consultants in short-term or long-term positions with
commercial clients on a continuous basis.
44. Ajilon directly competes with STI in the marketing area surrounding STI's Camp
Hill office.
45. By accepting employment with Ajilon within one (I) year of the termination of
his employment with STI, Defcndant Brode violated the covenant not to compete contained in
his Employment Agrcement with STI.
46. The restrictive covenant in his Employment Agrcement is rcasonable in both time
and in geographic scope and was a necessary and reasonable condition for STI's willingness to
employ Brode.
HBG\17489.1
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47. Defendant Brode's breach of the Agrcement was knowing, willing and voluntary.
48. Defendant Brode's actions have causcd and will continue to cause irrcparablc
harm tu STI unless enjoined.
49. Unless preliminarily and permanently enjoincd, Brode will continue to cngagc in
such activities in violation of the covenants contained in his Employment Agreement.
50. STI has no adequatc remedy at law and injunctive rclief is nccessary.
WHEREFORE, Plaintiff STI rcspcctfully requests that this Court:
(a) enjoin Defendant Brode from continuing his employment with
Ajifon for a period of one (I) year; and
(b) grants such other relief as it deems appropriate, including an award
of attorneys' fces and costs.
COUNT II
VIOLA nON OF CONFIDENTIALITY AGREEMENTS
51. Plaintiff incorporates herein by reference paragraphs I through 50 as set forth
herein.
52. STI duly performed all of its obligations under its Employment Agrecment with
Terry Brode.
53. During his employment by STI, Defendant Brode had acccss to STI trade secrets,
including clicnt and consultant lists, prospective candidate lists, candidates' resumes and other
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confidential information regarding the corporation.
54. Upon lcaving his employment with STI, Dcfcndant took with him a copy of the
resume of Michael Corchoran, a candidate for employment by STI, and attempted to use the
information contained in that resume for his own benefit and for the benefit of Ajilon. That
resume constituted confidential information ofSTI.
HBG\17489.1
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55. In additiun, in the course of soliciting eurrenl clients of sri on behalf of his new
employer, Ajilon, Defendant Brode disclosed eonfidential infonmltion regurding STI, obtained
solely as a result of his employment hy STI, in an ,Illempt 10 disparage STI and euuse STl's
current clients to switch their accounts to Ajilon.
56. Plaintiffbclieves and therefore avers that, during thc course of his employment
with Ajilon, Defcndant Brode has converted, misappropriated, retained, misused and disclosed
other STI trade secrcts and confidential information including, but not limitcd to the STI
customer, consultant and prospective candidate lists, confidential information regarding STI
employees and prospects and confidential information regarding STI's operations and future
prospects to other employees at Ajilon and to STI's current clients and that he has utilized those
secrets for tho: benefit of himself and Ajilon.
57. By converting, misappropriating, retaining, misusing and disclosing STl's trade
secrets and confidential information, Defendant Brode has breached eonfidentiality provisions of
his Employment Agreement with STI and his Inccntive Compensation Plan.
58. Defendant Brode's breach of the Confidentiality Agreements was knowing,
willing and voluntary.
59. Defendant Brode's actions have caused and will continue to causc irreparable
harm to STI unless enjoined.
60. Unless preliminarily and permanently enjoined, Brode will continue to engage in
such activities in violation of the covenants contained in his Confidentiality Agrcements.
61. STI has no adcquate remedy at law and injunctive relief is necessary.
WHEREFORE, PlaintiffSTI respectfully requests that this Court:
(a)
enjoin Defendant Brode from directly or indircctly utilizing,
disclosing or retaining any of the trade secrets or confidential
1100\17489,1
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solely as a result of his employmcnt by ST!, in an allempt to disparagc STI and cause STI's
current clients 10 switch their accounts to Ajilon.
67.
Plainliffbelieves lInd Iherefore lIvcrs Ihat during thc course of employment wilh
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Ajilon, Defcndant Brode has converted, misappropriated, retained, misused, and disclosed other
trade secrets and confidential information of STI to currcnt and prospeelivc STI clients in an
effort to disparagc STI and solicit those clients on behalf of Ajilon and that hc has utilized thosc
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secrets for the benefit of himself and Ajilon.
68. By converting, misappropriating, retllining, misusing and disclosing STI's tradc
secrets and confidential information, Defendant Brode has breached his common law duties to
preserve the trade secrets and confidential information of his fo"ner employer.
69. Defendant Brode has knowingly and willingly violated his duties to STI.
70. Defendant Brode's actions have caused and will continue to cause irreparable
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harm to STI unlcss enjoincd.
71. Unless preliminarily and permanently enjoined, Defendant Brode will continue to
engage in such activities in violation of the covenants contained in his Employment Agreement.
72. STI has no adequate remedy at law and injunctive relief is necessary.
WHEREFORE, Plaintiff STI respectfully requests that this Court:
(a)
enjoin Defendant Brode from directly or indirectly utilizing,
disclosing or retaining any of the trade secrets or confidential
information including consultant and potential candidate lists and
resume's which he obtained during his employment at STI except
for the bcnefit of STI; and
(b)
grant such other relief as it deems appropriate, including an award
of attorncys' fees and costs.
HBG\17489.1
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COUNT IV
INTENTIONAL INTERFERENCE WITH BUSINESS RELA nONS
73. Plaintiff incorporates herein by reference paragraphs I through 72 as sel forth
hcrein.
74. Valuable business relationships cxist between STI and its customcrs and potential
customers.
75. Defendant Brodc and Ajilon have knowledge of STI's existing and prospective
business relationships.
76. STI believes and therefore avers that, not withstanding this knowledgc, Defendant
Brode on behalf of Ajilon, and in breach of his contractual and other legal obligations to STI, has
exploited the relationships and confidcntial information he developed and acquired while
employed by STI to his and Ajilon's benefit.
77. STI believes and thcrcfore avers that this impropcr conduct is interfering with
STI's business and existing and prospective contractual relationships with third parties and
causing injury to STI.
78. The interference by Defendant Brode is without privilege and justification and his
conduct is willful, wanton, and malicious.
79. Defendant Brode's wrongful, improper, intentional and unprivileged interference
with Plaintiffs contractual rights is continuing up to the present time and will continue to the
future.
80. By reason ofthc foregoing acts and conduct of Defendant Brode, STI will, unless
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an injunction is issued by this Court, suffer irreparable harm in the nature ofloss of good will,
business relationships, and confidcntial information, which cannot be adequately compensated
by damages.
HBG\17489.1
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81. Unless preliminary and permanently enjoined, Defcndanl Brode will continue to
engage in such aClivitie; in violation of lhe covenants and promiscs contained in his
Employment Agreemcnt lInd his Incentive Compensation Plan Wilh STI.
82. STI has no udequale remedy at law and injunctivc relief is necessary.
WHEREFORE, Plaintiff STI respcctfully rcquests that this Court:
(a) enjoin Dcfendant Brode from directly or indirectly utilizing,
disclosing or retaining any of the trade secrets or confidential
information including but not limited to consultant and potential
candidate lists and rcsume's which he obtained during his
employment at STI except for the benefit of ST/; and
(b) enjoin Defendant Brode from soliciting ST/ clients, consultants,
and prospects; and
(c) grant such other relief as it decms appropriate, including an award
of attorneys' fees and costs.
COUNT V
UNFAIR COMPETITION
83. Plaintiff incorporates hcrein by refercnce paragraphs 1 through 82 set forth
herein.
84. Dcfcndant Brode's illegal and wrongful competition with STI and Defendant
Brode's illegal and wrongful use of confidential and proprietary information of STI constitutes
tortious and unfair competition with STI.
85. By his illegal and wrongful competition and misappropriation and use of
confidential and proprietary information of STI, Defendant Brode has an unfair and unduc
competitive advantage which hc has used to injure STI.
86. This iIlcgal and wrongful activity of Defendant Brode is continuing up to the
present time and will continue into the future.
ImG\17489.1
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87. These aClivities of Defendant Brode :md their continuance have eaused und will
cause substantial and irreparable harm to STI.
88. Unless preliminary and permanently enjoined. Defendant Brode will continue to
engage in such activities.
89. STI has no adequate remedy at law and injunctive relief is nceessary to provide
adequate protection and relief to STI.
WHEREFORE, Plaintiff STI respectfully requests that this Court;
(a) enjoin Defendant Brode from engaging in any conduct in unfair
competition with STI specifically including the use of confidential
and proprietary information of STI;
(b) grantcd such other relief as it deems appropriate, including an
award of attorneys' fees and costs.
Rcspectfully submitted,
Date: II jit jq .X'
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Allen C. Warshaw, Esquirc
Attorney fd No. 17 I 45
Matthew Chabal, Esquire
Attorney Id No. 49926
Jcnnifer L. Murphy, Esquire
Attorney Id No. 76432
Duane, Morris & Heckscher LLP
305 North Front Street, 5th Floor
P.O. Box 1003
Harrisburg, P A 17108-1003
(717) 237-5500
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Attorneys for Solution Technologies, Inc.
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SOLUTION TECHNOLOGIES. INC.
EMPLOYMENT AGREEMENT
This Agreement c9de this sixth day of March, 1989 by and
between Solution Technologies, Inc., a body corporate of the
state of Pennsy1vanb hereinafter referred to as "the company"
and Terry Brode hereinafter referred to as "the employee";
WHEREAS, Solution Technologies, Inc., is a body corporate of
the state of Pennsylvania duly engaging in the Professional Data
Processing Service business, including consulting, training,
contract sys'tems and programming, technical personnel
assignments; and numerous other facets of the computer and data
processing services industries; and
WHEREAS, the company desires to employ the said Employee and
the said Employee wishes to be employed under the terms,
convenants and conditions hereinafter set forth by the COffipany;
and
NOW, FOR the reasons set forth above and in consideration of
the mutual promises and agreements hereinafter set forth, the
Company and the Employee mutually understand and agree hereto as
follows:
1. Emclovment. The Company hereby agrees to employ the
said Employee in the capacity of Sales Representative and the
said Employee hereby agrees to accept employment with the
Company and to perform the duties and services required of
him/her by the Company.
2. Best Efforts of Employee. The Employee agrees that
he/she will at all times faithfully and industriously perform
all the duties assigned to him/her to the best of his/her
ability, to devote his/her full and undivided time to the
transaction of the Company's businesses, to make to the Company
prompt, complete, and accurate reports of his/her work and
expenses, and to procptly remit to the Company all monies of the
Company collected b, ~im/her or corning into his/her possession;
and not to engage or be engaged or be interested in any other
competitive business during the existence of this agreement
unless the Employee has notified his/her manager, and identified
those outside activities or vested interests, and has received
approval in writing to do so.
~
3. Term.
(a) The term of this contract shall be from 12:00 a.m.
on the sixth day of March, 1989 until 12:00 p.m. on the
thirty-first day of December, 1989.
(b) The agreement shall automatically renew for a 12
month period beginning the first of each calendar year. This
agreement shall terminate automatically upon the death of the
Employee or disability to an extent which prevents him/her from
performing the duties assigned to him/her hereunder, or if
Employee separates from the company.
4. Compensation.
(al The Employee shall be entitled to: See
Compensation Plan.
(b) The company agrees to provide, during the period of
the existence of this Employment Agreemen", such fringe benefits
as are or may be regularly offered to all Employees of the
Company.
5. Confidential ~atters. The Employee shall not divulge
any matters relating "0 said business, or ~o the Company, or to
any clien" or customer, which may become known to the Employee
by reason of his/her employment or otherwise, except as
authorized by the company. The Employee shall sign any and all
necessary documents in order to fulfill the intent of this
paragraph.
6. Comcliance wi~h Corcorate Policies. The Employee agrees
~hat he/she will strictly comply with all corporate rules,
regulations, procedures and policies stated in the current
"Employee Handbook", and all additions, updates, or directives
communicated to the Employee. Failure to comply is grounds for
dismissal.
7. Termination. This Agreement may be terminated in the
following wanner:
(a) Either party hereto may terminate this Agreement
upon 30 days written notice to the other, and be subject to all
convenants, restrictions and conditions herein set forth.
(b) The Company reserves the right to discharge the
Employee at anytime without notice for cause, where an Employee
has violated any of the terms of this Agreement or for any other
reason related thereto.
8. Convenants.
(a) Not to Enoaqe in Competitive ausiness Durinq
Emplovment. In consideration of his/her employment and this
Agreement, the Employee agrees that during the term of existence
of this Employment Contract, he/she will not directly or
indirectly engage in the Professional Data Processing services
business in a branch, field or aspect thereof in which the
Company (or any affiliate or subsidiary thereof) is engaged, or
in which the Company is actively involved in research and
development to become engaged. The Employee further agrees that
he/she shall not in any manner be connected with or employed by
any person, firm or corporation engaged in competitive business
with the Company as aforesaid.
(b) Employee Restrictions on Competition after
Termination of Employment.
1. In conuidcration of hin/her employment and thin
Agreement, tho EmployoD agrees that for a period of one (1) year
after the termination ot hiajher employment with the Company,
the employee will not directly or indirectly divulge to any
competitor of tho Company or to any other firm or perGon
intending or planning to compo to with the Company, any trade
seorets, secret formulae or proceGs, business methods, customer
lists, employee lists, wago and salary information, financial
data, or other confidential matters of which the Employee is
aware by virtue of his/her employment with the company, nor
shall the Employee util12B in any manner any such information of
the business to the financial detriment of the Company during
such perioj, ncr shall he/she take any action detrimental to the
good will of the Company.
2. :n oonsideration of his/her employment and this
Agreemen~J ~he E~?loyee aqraes that he/she shall not, for a
period of one (1) year after the termination of his/her
employment, accept a position with a person, firm or corporation
actively engaged in competition with the Company, such
employment restriction to be limited to the market area in which
the Company is actively engaged at the time of the termination
of the Employee's employment, or in which the company is
actively involved in research and development to become
engaged. This one year restriction referred to in section 8(b)2
shall not be required if the Company terminates the Agreement
under 7(a), but will be required if the Employee terminates the
Agreement under 7(a) or the company terminates the Agreement
under 7(b).
3. It is fully understood and agreed by the
parties hereto that the restrictions herein contained shall not
in any manner be construed so as to affect the Employee's right
to engage in the Professional Data Processing services business
outside of the market areas in which the company is engaged, or
is actively involved in research and development to become
engaged during his/her employment. Further, this Agreement
shall not affect the Employee'S right to engage within the
market area in which the company was engaged or was actively
involved in research and development to become engaged during
this employment, in a branch, field or aspect of the Data
Processing business which is non-competitive with the company.
In no event, however, shall this Agreement be construed as
granting the Employee the right to violate any federal
regulation or breach any contract or agreement by the Company
with a customer client thereof.
(c) The Employee agrees that in the event he/she shall
be te~minated by the Company or he/she shall terminate his/her
employment with the Company, and in the event the said
termination imposes the various employment ~estrictions within
this hgreement, the Employee acknowledges that he/she is fully
and adequately possessed of other knowledge, training,
abil:~ios, ny.porienc0, and skills so as t~ be able to cccura u
means of gainful employment without creating an undue hardship
which is not in violation of any and all Employee restrictions
as set fo~th in this agreement.
(d) In addition to any other remedies that may be
available to the parties by law, these convenants may be
enfo~ced by the Company by any legal action, including an action
at law for damages or a suit in equity for an injunction, or
both such a~tions, or any other appropriate legal proceeding,
State, Federal, or otherwise.
.. 3everabilitv. In the event that any clause, paragraph,
or sentence of this Agreement shall be construed to be void or
unenforceable for whatever reason, such interpretation shall not
affect the validity of any other clause, paragraph, or sentence
or any othe~ part hereof.
10. Surrender of Records. The Employee agrees that upon
the termination of this employment for any cause whatsoever,
he/she will surrender to the Company in good order and
condition, any and all record or records, and materials kept by
him/her belonging to the Company of any nature, kind or
cha~acter whatsoever and any record or records kept by him/her
containing the names, addresses and other information and
materials with regard to clients, Employees, customers, or
prospective customers of the company.
11. 3indinq Aqreement. This Agreement is personal in
nature and not assignable, but in all applicable respects shall
be binding upon the parties hereto, their respective heirs,
personal representatives, successors, or assigns.
12. Assiqnment or Subcontractinq.
(a) The Company reserves the right to assign this
agreement to any subsidiary, or affiliate of the Company or any
successors.
(b) The Employee shall not transfer or assign any of
the work, and services or any claims which may arise under this
agreement, or this agreement without prior written consent of
the Company.
13. Coovrioh:,
(a) Riohts of Title. All reports, programs, manuals,
courseware, listings, an:J other materials prepared by the
Employee in performance of this agreemen: shall belong
exclusively to the CompJny and the Company shall have the right
to obtain from the Employee and to hold in the Company's name;
copyrights, trademarks, registrations, or whatever protection
the Company may deem appropriate to the subject matter, The
Employee agrees to give the Company all assistance reasonably
required to perfect the rights hereinabove defined.
(b) Written Disclosure. Employee shall promptly
disclose in writing :0 the Company all writings, inventions,
improvements or discoveries, whether copyrightable or not, which
are written, conceived, made or discovered by the Employee
singly or join:l] .:t~ the Company, during the course of
performance of this agreement.
(c) Aoplications. Employee agrees to sign and execute
all assignments and other papers necessary to vest the entire
right, title and interest in such writings, inventions,
improvements or discoveries to the Company and assigns, at the
request and expense of the Company, and do all lawful acts and
sign assignments and other papers the Company may reasonably
request relating to trademarks, and copyrights, both United
States and foreign, providing for the protection of the
Company's property interest in any of said inventions or
writings.
14, Jurisdiction. This agreement shall be subject in all
respects to the laws of the state of Pennsylvania.
15. Modification of Contract. No waiver or modification of
this Agreement or of any convenant, condition or limitation
herein contained shall be valid unless in writing and duly
executed by the parties.
16. Attachments.
are in partes) of this
conjunction herewi~t.
Any and all attachments identified above
contract and is/are to be read in
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SOLUTION TECHNOLOGIES, INC.
INCENTIVE COMPENSATION PLAN
FOR
TERRY BRODE-CHARLOTTE
I have rcad, understand, and accept
the attached
Incentive Compensation Plan.
January I, 1998
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date
Section I . Intent
II - Definition of Tenns
III . Rcsponsihilities
IV - General Provisions
V - Compensation and Goals
VI - Tcnnination
VII - Ethical and Legal Considerations
VIII - Confidentiality
EXHIBIT A - Scorecard
II. D1illi'll'l'IO:"i OF TI::.1PI1i
Commission In~cfllive - Pcr~cfllagc pI' commissions carncd ny the ~'Ianagcr. One and
only onc ~llmmission inccntivc is us~d to derive thc
wnl/nis,ion payout amount.
Cost (If Sale.
Th~ moncys paid to or on nchalf of employecs to include
salarics. nonuses. taxes, insurances. and -t01K. Also includcd
are e.xpenses for hardwarc, software. independent contractors.
cl1lertainmcnt. automobile cxpcnscs. furniture. equipment. and
training.
Prin~ipal -
An individual who owns Class' A' srock in Solution
Tcchnologics, Inc.
Data Pro~essing .
Professional Scrviccs
The services normally providcd by STI lO include:
Analysis. Design. Programming, Rcquirements Planning,
Projcct Management. Technical Services. Telecommunications
Scrvices
Revenue -
The lOtal dollars earned and invoiced lO clients during a
specified period. This amount includes bad debts as well as all
discounts given 10 a clicnt.
Gross :Vlargin - Rcvenue minus Cost of Sale
S T I - Solution Technologies, Inc.
III. I{ESI'Ol"SIJ!!J.JJJ.I~'j
The primary rcsponsibililY of the ~Ianagcr is 10 initiatc a busincss basc in a nc\s
location. cSlablish the appropriate adminislr.llivc infrastruclUre, grow rcvenue (0 an
acccptablc Icvel. and maintain propcr gross margins. ..\ pcriod of onc ycar is
dClermincd 10 ensurc propcr startup opcr:llions.
Additional rcsponsibilities of thc ~1:ll1agcr include: Gr"wth. Stafling, Sab, Sel'vke,
and Training.
Growth - :\ solid busincss basc should be initiated and grown to levcls
whcrc a branch manager and a team of salcs, rccruiting, and
administratis'c staff can readily lake 0I'Cf opcrations from the
manager. This base includcs gaining new dicms, billable
staff. busincss dcvelopmcnt staff. and business devdopment
training. First year goals are set forth in Section V -
Compensation .Illd Goals.
Stafting - Billable staff should bc obtaincd to meet the needs of thc
clients and should be rccruited as required. Excess staff
should not bc retained without adcquate work to keep them
gainfully employed. Staffing should be accomplished through
a blend of pcrmancnt. temporary. part-time. and contracted
pcrsonnel with emphasis on permanent employecs. The STI
recruiters should be used to recruit staff.
Sales - Sales will be performed by a sales staff under the dircction of
the Manager. Sales must be maintained at a consistent level to
ensure sufficicnt work for permanent staff, and this must be
cornrnunicateu routinely to the STI Sales Department.
Servicc - It is the Managcr's responsibility to ensure all clients are
providcd a high level of scrvice. This service should be
proactive as wcll as reactive. Service should be the highest
priority in all phases of delivering products to include sales,
project management. hardware support, software support,
programming, interfacing with third parties, training, help
desk, and accounts receivable.
Training - This is an important component of successful branch growth -
especially during thc initial year. The Branch Manager, Salcs,
Rccruiting, and Administrative staff are expected to be
properly and sufficiently trained in their respective 6.reas of
rcsponsibility. Each should thoroughly learn their job and be
reasonably productive before the Manager concludes his
duties.
Developing staff is an important rcsponsibility of management. Personality blending
and good employee performance are the main ingredients in securing and retaining good
client relationships. Good employee performancc is devcloped by conducting annu;11
performance reviews, coaching employces on client expectations of a consultant, ;llId
appraising employees of good and poor performance as it occurs. Developing staff also
includes monitoring. plannin~, and sch"duling employee training to cnsure employees
retain current job skills.
The Manager is responsible for sccuring furniture. ofiice equipment. supplies, and
personnel. Appropriate records of all financial records arc maintained according 10
acceptable business practices: time sheets. expense reports. proposals. Accounts
Receivable. Accounts Payable. General Ledger, Payroll. client contracts. sub-contractor
contracts. etc.
The Manager will perform other duties as required to include, but not limited to:
recruiting prcparing proposals
terminating employecs conducting training
developing policies prcparing standards manuals
budgeting and reviewing budgets managing projects
attending corporate functions dcveloping job descriptions
attending staff meetings conducting routine staff meetings
approving expense reports and time sheets
The Manager will repon to the Principals of Solution Technologies. Inc. and receivc all
direction from them. Frequent and regular meetings will be hcld to review progrcss
against financial. c1icnt. and cmployee goals. New and/or revised goals will be
establishcd accordingly.
IV. GEl'.'ERAL PROVISIONS
A. The Scorecard (Exhibit A) is published confidentially by the Manager on a quarterly
basis.
B. If the Incentive Compensation Plan is revokcd or canceled. the Manager shall be
cntitled to all special incentivcs earned through the date of such amendment.
C. If the Manager terminates employment then this incentive plan becomes null and void
and all payments are made through the termination date.
D. If the Manager is promoted or in any other way rcassigned to alternative
responsibilities, a new agreement should be negotiated between STI principals and the
Manager.
E. This incentive plan becomes effective January I, 1998.
\'1. TERMINATION
Upon termination of employment. the Manager shall turn ovcr to STI all
correspondcnce, lists, and records of all prospccts and c1icnts, and all othcr materials
such as credit cards. identification cards. manuals, etc., ohtained while in the cmploy of
STI. STI may withhold final scttlcmcnt of thc Managers :Iccount until this rcquircment
is satisficd.
The Manager acknowledges that STI and prospective client lists, STI marketing
strategics and tactics. non-public product marketability data to which the Manager gains
access as a result of his position (hereinaftcr called "information") arc confidential and
contain trade secrets. The Manager is liable for the confidentiality of all "information".
The Manager acknowledges that all "information" must be kept confidential in order to
secure continued employment with STI.
VII. ETHICAL A1'ol} LEGAL STA:\DARDS
The Manager shall not dircctly or indirectly deal in products or services of any company
without STl's prior authorization.
The Manager shall not pay. offer to pay. assign. or give any part of his incentive
compensation or any money to any agent. customer, or representati\e of the customer or
any other person as an inducement or reward for assistance in making a sale.
Gifts and cntcrtainment above a nominal value shall not be given to agents, clients, or
representativcs except as directed by the principals of STI.
It is the policy of STI to comply strictly in all respects with all antitrust and trade
regulation laws. There is no exception to this policy. and it shall not be qualified or
compromised by anyone acting on behalf of STI.
The Managcr shall not enter into any understanding. agreement, plan, or scheme,
expresscd or implied. formal or informal. with any competitor in regard to prices, terms,
or conditions of sales, distribution, territories, or clients. The Manager shall not
exchange or discuss in any manner with a competitor. prices, terms, or conditions nor
engage in any conduct which may violate any of the antitrust laws. Each Manager
responsible for conduct or practices which may involve the application of the antitrust
laws should consult with and be guided by the advice of a Principal in 51'1.
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EXHIBIT A
SCORECARn
Business Development Manager: Terry Brode
Goal Attained
I. Rel'enue Goal
Bonus
2. Exceeding Revenue Goal
3. Personal Sales Goal
-l. Walkaway Plan
5. GiOSS l\'!argin Goal
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11. D('nif'c1II'io sltllt'd. STl's hr,ll1ch Illtllhlgl'P; only hdVP llCTPSS to tlu)sp pOrliOlls of Ill('
uat,lb,lSl' relev,lIlt 10 tlwir particular brdl1ch.
12. Denied. After rmsonable investif\ation, Brode is without sufficient information to form
a belief as to the truth of the averments of par.,waphs 12 of the Complaint. Said averments are denied
and strict proof thereof is demanded at trial.
13. Admitted in part; denied in part. It is admitted that STI branch managers received
weekly branch office activity reports and bi-weekly matrix reports. It is denied that noteworthy news
and upcoming events were distributed to branch managers alone. This information was distributed
to all employees and clients via a company newsletter.
14. Denied. After reasonable investigation, Brode is without sufficient information to form
a belief as to the truth of the averments of paragraphs 14 of the Complaint. Said averments are denied
and strict proof thereof is demanded at trial. By way of further answer, from July 8, 1998, until his
resignation, Brode did not meet with President, Larry Putt.
15. Admitted. By way of further answer, Brode did not attend the July, 1998 meeting.
16. Denied. Branch managers received local budget forecasts, actual operating results of
their particular branch, resumes, c1ientlisls and employee lists for their particular branch only.
Terry Brode
17. Admitted.
18. Admitted.
19. Admitted.
20. Denied as stated. Exhibit A speaks for itself.
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coverhlnl is over br<hHI in g(logr,lphi('tll "cOpt' .1Ild is V.lgllt' .1I1(J lIIwllforn'dblp.
22. Denil'd a, ,tolt"d. Exhihit A Sp",I~S for it,,,If.
23.
Admitted in IMrI: denied in IMrl. It is ,I{lmilll'd Brode was appointed to the position of
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branch manager. It is denied II1.lt this appointnlPnl WolS ,I promotion as it resulted in a significant
reduction in poly for Brode.
24. Admitted.
25. Admitted. By way of further answer, the plan also contained provision~ regarding
Brode's termination from the position, ethical and legalstolndards itS well as confidentiillity provisions
regilrding the position. The pliln did not contain a covenanl no/to compete.
26.
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Denied as slaled. Exhibit B speolk, for itself.
27. Denied ilS stated. Exhibit B speaks for itself.
28.
Denied as staled. Exhibit B speaks for ilself.
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29. Denied. After reasonable investigation, Brode is withoul sufficient information 10 form
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a belief as to lhe truth of the averments of paragraphs 29 of the Complaint. Said averments are denied
and slrict proof thereof is demanded at trial.
30. Admitted.
31.
Admitted.
32.
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Denied as slated. Brode submitted a vacalion leilve slip which was denied and/or
ignored.
33.
Denied as staled. Brode is currently working for Ajilon Services, Inc. as an account
manager.
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34. Admill..d.
35. Admith.d ill ",III: d"lli,'d ill ".,,1. It is .l<ll1Iill,'d th,.t Ajiloll h." llUlIl<'rom hr,lIllh o(fi",s
outsidl'l'('II11sylv,mi,l. Aftl'r "',,,oll.lhl.. illV..stigdtioll, Brod.. b without sulfiril'lIl illfornlolliollto form
a b('lil'f as to 1111' trulh of Ih.. /('II1.lillillg ,IV('''l1(,llls of ".I/,'gr,lphs 35 of Ih(' Compl,linl. S,lid ilVl'rm(,llts
Me deni('d and strict proof lh..,,'of is dl'll1.lI1d..d at tridl.
36. Admilled ill IMrl: deni..d ill 1""1. It is d(!rnill..d th"t Brod(' Il'fl his employment ,11 STI.
The remaining averments are specific"lIy deni..d. Brode did not take Corchorall's resume with him.
37. Denied. It is specifically denied lhatBrode had possession of Michael Corchoran's
resume at the time he left STI. It is also specificdlly d(>r1ied thai he provided such resume to an Ajilon
recruiter.
38. Denied. After reasonable investig,lIion, Brode is without sufficient information to form
a belief as to the truth of the averments of paragraphs 38 of lhe Complainl. Said averments are denied
and strict proof thereof is demanded 011 trial.
39. Denied. It is specifically denied that Brode contacted at leasl four STI clients and
solicited them on behalf of Ajilon. Brode is unaware of the STI Camp Hill office clientele as he has not
worked in the Camp Hill region since December 31, 1996.
40. Denied. Brode has not disclosed any confidential information regarding STI to Ajilon.
Brode has not attempted to disparage STI or to cause clients of STI to "switch" from STlto Ajilon.
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57. Dc'nit'd. This .Ivprnwfll is .1 Ipgall COl1dll~i()n to which 110 n"~p()nsivfl pJp,ldil1H is
(pquirt'd. By WdY of (ufthl'( tlll''1\\'llr, Brodp did !lO! COI1Vprt, mis&lPPlOpr;tlh", rpldin, Illisusp or disclose
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STI's lrilde seuels ,md confidenti,11 inforl11i1tion during Ihe course of his l'l11ploynlPnt with Ajilon.
58. Denil'd. This avemlPnt is .1 legill conclusion to which no responsive pleading is
required. In further respons(>, il is i1verrpd tlhlt Brode did ootlilke ,my i1ctioo thill violilted any alleged
confidentiality agreements with STI.
59. Denipd. This ,]Verl11eot is ,I legal conclusion to which no responsive pleading is
required. 8y way of further answer, Brode has not c,IUsed nor will he continue to cause irreparable
harm to STI and strict proof thereof is demanded at trial.
60. Denied. This averment is a legal conclusion to which no responsive pleading is
required.
61.
Denied. This averment is a legal conclusion to which no responsive pleading is
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required.
WHEREFORE, Defendant Terry D. Brode respectfully requests Ihis Honorable Court to deny
Plaintiff's claim for an injunction and damages including attorneys' fees and costs.
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COUNT III
MISAPPROPRIATION OF TRADE SECRETS AND
CONFIDENTIAL INFORMATION
62. This averment is an incorporation paragraph to which no responsive pleading is
required.
63. Admitted in part; denied in parI. It is admitted that Brode had access 10 clients and
consulting lists, prospective candidate lists, candidates' resumes in the course of his employment with
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5T1 ,IS they rPldted to his "r.lI1ch(e,1 only. Brodt, did not h,lve ,1<'('1'" to "lr,l<l" ,,'cre"" III "otlll'r
confidentidl inform"tion."
64. Denied. It is specific.llly denied thdt Brode look with him .1 copy of the resume of
Micl",el Cochoran dnd/or used thdt informdtion for his own benefit ,md the benefit of Ajilon. The
remaining averment is a legal conclusion to which no responsive ple,lding is reqoired.
65. Denied. Brode did not convert, misappropriate, retain, misuse or disclose any 5T1 trade
secrets and confidential information.
66. Denied. Brode did not disclose confidential information regarding 5TI. Brode has not
solicited new clients on behalf of Ajilon.
67. Denied. Brode did not convert, misappropriate, retain, misuse or disclose confidential
information of 5TI.
68. Denied. This averment is a legal conclusion to which no responsive pleading is
required.
69. Denied. This averment is a legal conclusion to which no responsive pleading is
required.
70. Denied. This averment is a legal conclusion to which no responsive pleading is
required.
71. Denied. This averment is a legal conclusion to which no responsive pleading is
required.
72. Denied. This averment is a legal conclusion to which no responsive pleading is
required.
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78. D('ni,'d. Thb .lv"rIl\l'nl is ,I 11'1-\,11 nll1clusionto which nll rl'sponsivl' pleading is
required.
79. Denied. Thi, .IVerllll'nt i, ,I leg,11 conclusion to which no H'sponsive pll',l(ling is
required.
80. Denied. sTI has not ,uiil'red nor will it continul'lll ,uiil'r irrl'p,llabll' harm in the nature
of loss oi goodwill, business relationships, confidential information and strict proof thereof is
demanded at trial.
81. Denied. This averment is a legal conclusion to which no responsive pleading is
required.
82. Denied. This averment i, a legal conclusion to which no re,ponsive pleading is
required.
WHEREFORE Defendant Terry D. Brode respectfully requests this Honorable Court deny
Plaintifi's claim for an injunction and damages including allorneys' fees and costs.
COUNTY
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UNFAIR COMPETITION
83. This averment is an incorporation paragraph to which no responsive pleading is
required.
84. Denied. This averment is a legal conclusion to which no responsive pleading is
required.
85. Denied. This averment is a legal conclusion to which no responsive pleading is
required.
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!l6. Dl'nil'd. This oIVl'rrlll'nt ;, ,\ Il'goll conclusion 10 which no rl'spllnsiVl' i>il.,J(Jing is
require.d.
87. Denied. This oIVl'rrllPnt is il ll'g,11 conclusion to which no responsive pll',lding is
required.
88. Denied. This oIverlllent is il legal conclusion to which no rl'sponsive pleading is
required.
89. Denil'd. This averment is ,1 Il'gill conclusion 10 which flO responsive pleading is
required.
WHEREFORE, Defendant Terry D. Brodl' respectfully rl'quests this Honorable Court to deny
Plaintiff's claim for an injunction and damages including attorneys' fees and costs.
NEW MATTER
90. The Defendant incorporates herein by reference paragraphs one (1) through eighty-nine
(89) as if sel forth fully.
91. Brode was employed at STI for nine years from March 6, 1989 to October 14,1998.
92. Brode was employed as a sales representative from March 6, 1989 to December 30,
1996, in the Camp Hill, Pennsylvania office.
93. On January 1, 1997, Brode was transferred to Kansas City to open a new branch office.
94. Brode was appointed business development manager and executed an Incentive
Compensation Plan (See Exhibit A to Defendant's Answer).
95. Brode was initially offered a salary of $75,000 to accept this position.
96. As a condition of relocating away from his family, Brode required a salalY of $150,000.
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97. Froll1 j,lI1lJ.IfY 1. 1997 to ()clot"'r. 1')<)7, Brod(. IV,IS l'l11ploYl'd .IS thl' business
dl'vl'lopnll'ntl11d'l.lgt'r for ttll' Kdl1\.i' City br.lJllh ofiin' "I .I s,lldry oi $150,000.
98. In Octo"..r. 1997. Brod.. IV.i' lr.lIlsi.."..d 10 th,' OWloll.., North Carolin,1 oificl' illld
serwd ,IS thl' businl'ss d"wlopnll'nll11,lIl.lgl'r for Ihis ofiicl'.
99. Brode m,lintdirlPd his s,II.IfY of $150,000.
100. Brode WdS (tlquirpd 10 eXPcufe II second hlCpntive CompPllstltion Pldll dated December
30, 1997 (See Exhibit B to Plaintiff's Complaint).
101, Both Plans outlined BrQ(/"'s responsibilitil's as a business d"velopment manager.
102. The Plans also olJtlin"d Brode's obligations in the event ofterminalion. Said obligations
included confidentiality provisions and the relurn of comp,1IlY property. The Plans did not include a
restrictive covenant or a covenant not to compete.
103. In July, 1998, Brode's IVife became ill.
104. Brode requested to return to a sales representative position in Camp Hill, Pennsylvania.
105. Brode also requested to dssume a position in the Altoona office.
106. Brode's requests were denied and he was informed that he would remain in Charlotte
indefinitely.
107. On July 10, 1998, STI reduced Brode's salary by y, or to $75,000, without Brode's
consent in violation of the Incentive Compensation Plan - Charlotte. Brode was also informed that if
he failed to meet certain goals, he would be terminated on August 14, 1998.
108. Brode was a/so informed that STI was considering closing its Charlotte office.
109. Brode was asked what type of severance package he would accept in the event the
ofiices were closed. Brode \Vas informed there were no other positions available for him at STI.
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110. In Augusl. lC)l)Il. Brodt' w." inslrullt'd to .Iltt'r his oIp.lllmt'nllt'.,sing .rrr.mw'mt'nl. 1,11'
Wol' .rlsc, inforn1l.d Ih.11 SII woold d,.I.IY Ih,' d"oIdliI1l' for rn,.t'ting <I'II"in gO.lls unlil St'ptt'mhr'r 14,
1998. OIIH'rwist', ht, would ht' tt'rmin,'It'd.
111. Brodt' Wcl' inslruclt'd 10 r..dun' his "'clSl' from .1 Ion!: I..rm It'clSI.to ilmonth 10 month
lease.
112. Brode requesl..d to relocclte 10 Pl'nnsylvanicl on two clddiliorloll oC(,Jsions. Bolh requl'sls
were denied.
113. After July 18, 1998, durin!: visits 10 till' Charlolle offjcc'. Ih.. Presidl'nl of STI, Limy Pull,
would not associale wilh Brodl' in any mclnner.
114. Brode provides Ihe support for his wife clnd learning disabled son Jnd a child in
college.
115. Brode's wife. Mina, has agreed 10 serve as an organ donor for her brolher, George.
116. Solid donalion is 10 occur at Ihe Hershey Medical Center and all tests, physician
appoinlments and procedures occur al the Hershey Medical Center.
117. Brode's wife needed his presence in Pennsylvania due to her previous medical
condition and commitment to serve as an organ donor.
118. Brode resigned his position at STI on Seplember 28,1998.
119. At the time of his resignation, Brode had no prospects of employment.
120. On or about October 27, 1998, Brode applied for a position with Ajilon.
121. On October 30, 1998, Brode accepted a position with Ajilon as an account manager.
122. Brode has been assigned specific previously existing accounts of Ajilon.
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123. Ilrodl' h,!' 1101 ",Ii( ih.d or mnt,l<h'd ,lilY 11111<'r dil'nts on bl'lMlf of Ajilon otlll'r th,lI1
Ajilon's p,,'viou,ly l'\i'ling cli""I' ,1>sign..<I to hi, po,ition.
124. A~ d busil1t's", dl'vl'loplTH'nt IIltllldgt'r for STl, Brodl' IMet llCCPSS 10,1 dllt,lbase only
applicabll' to lhe br,lIlch in which hI' wOIkl'd.
125. IJr(J(11' only h,1(1 .Kce" to informoltion from other brolnches through reporls prepolred
by the other b"lIlclll's ,111<1 circul,ll<'d Ihroughout the comp,lIlY.
126. The dolt,lbase regarding c,lndid,lIes ,lnd positions W,lS constantly changing.
127. lnformoltion focolted on such datolbasl' in September 1998. is likely outdated as of this
date.
128. Michael Corchoran is an employee of Rite Aid who had been actively seeking a new
position elsewhere.
129. Brode did nol provide Corchor,IIl's resume to Ajilon.
130. Corchoran was referred to Ajilon by another Ajilon employee.
131. To Brode's information and belief, Mr. Corchoran remains employed by Rite Aid.
132. The restrictive covenant, execuled by Brode and attached to Plaintiff's Complaint as
Exhibit A, lacked adequate consideration.
133. The restrictive covenant, executed by Brode and attached to Plaintiff's Complaint as
Exhibit A, is over broad geographically.
134. The restrictive covenant, execuled by Brode and attached to Plaintiff's Complaint as
Exhibit A, is vague and unenforceable.
135. Plaintiff has failed to demonstrate that Brode's employment with Ajilon has caused or
will cause irreparable harm.
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101(,. On NO\'l'lllhl'r ('. If/IJll, S II j"ul'd Brodt' his fin,ll Poll'dll'ck whit h b .lIt,lt'llI'd h,'rl'lo
,IS Exhibil C.
1017. Ilrodl'\ Novl'lllht'r (" 1 f)l)!l. p"Ylht'lk indil'.IIt., II!.Itllrodl' 11rId .\(TIUI,d 276.901 hours
of sick/pl'rSOllrllll',lV1' "nd I 019.63 hours of v"(',,lion lilllt'.
1016. On NO\,(,lllbl'r 6, 199B, STI p.lid Ilrodl' for 62.63 .H'('rul'd hours of v.lC"tion "mI20B.94
,I(crued hours of sick!persOIhll hlllVt'.
149. STl's pl11jlloynwnt l11iHllltll il1dircltl'~ thell Plllploy('Ps clrP pntitlpc! to hp paid tllPir clccruecl
vac..lion, sick and persolhll !1'''VI' lil11l' upon tl'rrnin,llion of Iheir elllployml'nl.
150. Pursuanl 10 the W..ge P..yment and Colleclions Act, 43 P.s.C.A. 9260.1 e( seq.,
employers Me required 10 p"y f'l11ployee's ..ccrued vacalion p"y allhe time nexl regul",!y schedule
payday.
151. On December 30,1997, Brode execuled "n Incentive Compensation Plan with STI,
which is allached to Plaintiff's Complaint as Exhibil B.
152. This incentivl' compens..lion pl..n guaranteed Brode a base sal..ry of $150,000 per year
or $5,769.00 per pay.
153. From January I, 199B to July 10, 1998, STI paid Brode the base salary of $150,000.
154. On July 8, 1998, Larry Pull, President of STl, reduced Brode's sal..ry 10 $75,000 per
year or $2,884.00 per pay. A memo from Larry Putt to Terry Brode is attached herelo as Exhibil D and
incorporated herein by reference.
155. From July 10, 1998 to October 16, 1998, STl paid Brode a base salary of $75,000.
156. STI failed to comply with the terms of the wage agreemenl with Brode.
157. To dale, STI has failed 10 pay 3mde his overdue wages.
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15U. Und!'r till' provisions oi th,' 1\11, Brod!' is !'nlith'd 10:
(d) Unpdid w,lgL'S ~lIld COl11pt'IlS.ltioll for unp.lid hOllrlO of II("CfUpd \'olc.ltion ,II
$3,132.00 .md sick l!'olV<' ,II $2,44U.00; ,md
(b) Lost \Volg!'S in tlw oll11111mt oi $20,195.00; ,llld
(c) Interest, costs dnd dtlorneyst (pes; and
(d) Liquidolted d.nnolges in tlw oll11ounl oi t\V!'nty-iive pern>nl (25%) oi the total
amollnt of wages due.
WHEREFORE, Deiendanl Terry D. Brode respectfully requests this Honorable Court to enter
judgment on behali oi Deiendant in the al110unl oi $32,218.75, plus interest, attorneys' iees and costs.
COUNT II
BREACH OF CONTRACT
159. The Deiendant incorporates herein by reierence paragraphs one (1) through one
hundred iiity-eight (158) as ii set iorth iully.
160. On December 30, 1997, Brode executed an Incentive Compensalion Plan with STI,
which is attached to Plaintiii's Complaint as Exhibit B.
161. This incentive compensation plan guaranteed Broele a base salary oi $150,000 per year
or $5,769 per pay.
162. From January 1, 1998 to July 10, 1998, STI paid Brode the base salary oi $150,000.
163. On July 8, 1998, Larry Putt, President oi STI, reduced Brode's salary to $75,000 per
year or $2,884 per pay, eiiective July 10, 1998.
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Exhibit A
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SOLUTION TECHNOLOGIES, INC.
INCENTIVE COMPENSATION PLAN
FOR
TERRY BRODE - KANSAS CITY
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I. INTENT
This Compensation Ph," defines respollsihilitics and compensation for Terry Brodc,
Kansas City Business Devclopmel1l M:lIIager (Man:lger). This plan dcfines hoth the
annual salary and thc additional financial inccntivc intendcd to ensurc initial hranch
growth and fulfillmcnt of all rcsponsibilities.
This Compensation Plan recognizes the many faceted talcnts lhat the Manager
demonstrates including thc basic managing skills of planning. organizing, controlling
and implemcnting; sales and markcting skills; rccruiting; small busincss financial
management; negoliating abilities; verbal and writtcn cOlllmunications; and
interpersonal relationships.
This plan rcwards achievements of initiating business opportunity in a new branch
location and attaining certain financial goals. The principals of Solution Teclnwlogies,
Inc. (STI) want thc Manager to meet and exceed cstablished goals. To encourage
accomplishment of these goals financial incentives are providcd.
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II. DEI<'INITION OF TERMS
Commission Incentivc - Pcrcenlage of commissions carncu by thc Managcr. One and
only onc commission incentivc is uscd to derive the
commission payout amount.
Cost of Salc - Thc moneys paid to or on behalf of cmployecs to include
salaries, bonuses, taxes, insurances, and 401K. Also included
arc cxpenses fur hardware, softwarc, inuepeoucllt eontraclors,
entcrtainment, automobile expenses, furniture, equipment and
training.
Principal - An indiviuual who owns Class' ^' stock in Solution
Technologies, Inc.
Data Processing -
Professional Serviccs
Thc services normally provided by STI 10 inc1uue:
Analysis, Design, Programming, Requircments Planning,
Project Management, Technical Scrviccs, Tclecommunications
Scrvices
Revcnuc -
The total dollars carned and invoiceu lo clients during a
spccified periou. This amount includcs bad debts as wcll as all
discounts givcn to a client.
Gross Margin - Revcnue minus Cost of Sale
S T I - Solution Technologies, Inc.
III. RESPONSIBILITIES
Thc primary responsibility of the Manager is 10 initiate a husiness hase in .1 new
loc:ltion, eSI:lblish lhe appropriate adminislrativc infrastrueturc, grow revenue 10 an
acccptable lcvel, :lnd maintain proper gross margins. A period of ooe year is
determincdto ensurc proper startup operalions.
Additional rcsponsibililies of the Mmlager include: Growth, Staffing, Salcs, Scrvice,
and Training.
Growth - A solid husincss hase should he initiated ,md grown to levels
wherc a branch manager and a leam of sales, recruiting, and
administrative st:lff can rcadily takc over operations from the
manager. This base includes gaining ncw clients, hillablc
staff, business development staff, and husiness developmcnl
lraining. First year goals are set forth in Section V -
Compensation and Goals.
Staffing - Billable staff should be oblained to mect the needs of the
clients and should be recruited as required. Excess staff
should not he retained wilhout adequate work 10 keep them
gainfully employed. Staffing should be accomplished through
a blend of permanent, temporary, part-time, and contractcd
personncl with emphasis on pcrmanent cmployces. Thc STI
rccruitcrs should be used to recruit staff.
Salcs - Sales will bc performcd by a sales staff under the dircction of
thc Manager. Sales must be maintained at a consistent level to
ensurc sufficient work for permancnt staff and this must be
communicated routinely to the STI Salcs Dcpartment.
Service - It is the Manager's responsibility to ensure all clients arc
. provided a high levcl of scrvice. This service should bc
proactivc as well as reactive. Service should bc thc highest
priority in all phascs of dclivering products to includc sales,
project rnanagement, hardware support, software support,
programming, interfacing with third partics, training, help
desk, and accounts receivable.
Training - This is an important componcnt of successful branch growth -
. especially during the initial ycar. Thc Brancb Manager, Salcs,
Recruiting, and Administrative staff arc expccted to be
properly and sufficiently trained in their rcspective arcas of
responsibility. Each should thoroughly learn their job and be
reasonably productive bcforc the Manager concludcs his
duties.
Developing staff is an important rcsponsibility of management. Personality blending
and good employcc performance are lhc main ingrcdicnts in sccuring ;lIld rctaining good
c1icnt rclationships. Good employcc pcrformancc is dcveloped hy condncting annu.11
performance rcvicws, coaching employees on e1ient expcctations of a consultanl, and
appraising employces of good ;lIld poor pcrformance as it uccurs. Develuping staff also
includcs monitoring, planning, and scheduling employee tr.lining to cnsurc cmployees
rctain currcnl job skills.
Thc Manager is rcsponsiblc for securing furniture, office equipment, supplies, and
pcrsonnel. Appropriatc records of all financial reeords are maint.lined according 10
acceptable business practices: limc sheets, cxpense reports, proposals, ACCOUllls
Receivable, Accounts Payable, Gcneral Ledgcr, Payroll, e1iclll cOlllracts, sub-cuntraclor
contracts, etc.
The Manager will perform oUler duties as required to include, hut not limited to:
recruiting prcparihg proposals
terminating employees conducting training
developing policies preparing standards manuals
budgeting and reviewing budgets managing projects
attending corporate functions developing job descriptions
attending staff meetings conducting routine staff mcetings
approving expense reports and time sheets
The Manager will report to the Principals of Solution Technologies, Inc. and receive all
direction from them. Frcquent and rcgular mcetings will bc hcld to review progress
against financial, client, and employee goals. New and or revised goals will be
established accordingly.
IV. GENERAL PROVISIONS
A. Thc Scorecard (Exhibit A) is published confidentially by thc Managcr on a quarterly
basis.
B. If the Incentive Compensalion Plan is rcvoked or cancelcd, the Manager shall be
entitled to all special incentives earned through the date of such amendment.
C. If the Manager tcrminates cmploymentthcn this incentive plan becomes null and void
and all payments arc made through thc termination date.
. D. If the Manager is promoted or in any othcr way reassigned to altcrnativc
responsibilities, a new agreemcnt should be negotiated between STI principals and the
Manager.
E. This incentive plan becomes effcctive January I, 1997.
VI. TERMINATION
Upon termination of employment, thc Mana~er shalllnfllllvcr tll STI all
corrcspondencc. lists ami records of all prospects and diellls, amI alllllher Illatcri;lls
such as credit cards, identification cards, manuals, etc.. llhtaillcd whilc in the cll1ploy of
STI. STI may withhold final settlemcnt of lhc Managcrs accounl unlillhis re4uircmenl
is satisficd.
Thc Managcr acknowledges that STl and prospective dient lists, STlm.lfkcling
strategies and tactics, non-public produclmarketability data III which the Manager gains
acccss as a result of her position (hcreinafter called "infonmltion") are cnnfidential and
contain trade sccrets. Thc Manager is liable for the confidcntiality of all "information".
The Managcr acknowlcdges that all "information" must be kept confidcntial in order to
secure continucd employment with STI.
VII. ETHICAL AND LEGAL STANDARDS
Thc Manager shall not directly or indircctly deal in products or services of any company
without 51'1' s prior authorization.
The Manager shall not pay, offcr to pay, assign or givc any part of her incentive
compensation or any money to any agent, customcr, or rcprcsentative of the customer or
any other person as an induccmcnt or reward for assistancc in making a sale.
Gifts and entertainment above a nominal valuc shall nol bc givcn to agents, clicnts, or
rcpresentatives cxeept as directed by thc principals of STI.
11 is the policy of STI to comply strictly in all rcspects with all antitrust and trade
regulation laws. There is no exception to this policy, and it shall not be qualified or
compromised by anyone acting on behalf of STI.
The Manager shall not enter into any understanding, agrccment, plan or schcme,
cxpressed or implied, formal or informal, with any compctitor in rcgard to prices, terms
or conditions of sales, distribution, territorics or clicnts. The Manager shall not
exchal)gc or discuss in any manner with a competitor, priccs, terms or conditions nor
engage in any conduct which, may violate any of thc antitrust laws. Each Managcr
responsible for conduct or practices which may involve the application of the antitrust
laws should consult with and bc guided by the advicc of a Principal in STI.
VIII. CONFIDENTIALITY
The Managcr will not publish or othcrwise llisclose:
cither during or aftcr her employment, .IIlY puhlished or unpuhlishcd documcnt,
proprietary or confidential "information", or secret relating to STlor the conuucl or
its business operation;
the materials, apparatus equipment, processes, formulae, plans amI methous lIsed
in the manufacture, or production or marketing of its produels or serviccs;
any information belonging to STl's clients to which the Managcr has access in lhe
course of hcr employment;
Ifthc Manager terminates employment with STI, she will return all property belonging
to STI and she will not, without thc prio/' wriUcn consenl of a principal, relain o/' lake
with her any process, formula, drawing, plan, model, software, writing, or othcr record.
The Manager further acknowledges that uisclosurc of some or all of the information to
STI's competitors or the personal use of such information hy the Manager in marketing
to current clients or prospectivc clients on. Manager's own bchalf and/or on bchalf of a
competitor could rcduce STI's competitivc advantage or otherwisc conunercially injurc
STI.
The Manager is liable for the confidentiality of all "information".
EXIllIUT A
SCORECARD
Business Development Manager: Terry Hrode
Goal AU:lined
I. Revenue Goal
Bonus
2. Branch Staff and Organization
3. Record Keeping Systems
4.. Walkaway Plan
5. Gross Margin Goal
Solution Technologies, Inc.
702 Lisburn Road
Camp Hill, PA 17011
TERRY BRODE
2923 LINCOLN STREET
CAMP HILL
10/23/98
PA 17011
SOCIAL SEC NO PAY RATE PERIOD END STUB NO.
42-0000217 195-34-6011 36.060 10/16/98 007273
** EARNINGS HOURS AMOUNT YTD
REGULAR 76.00 2,740.56 88,722.40
HOLIDAY .00 .00 2,288.48
VACATION .00 .00 750.00
SICK/PERSONAL 4.00 144.24 3,432.72
PERFORMANCE .00 .00 25,000.00
** TAX DEDUCT
Federal W/H 425.32 23,958.12
FICA .00 4,240.80
MEDICARE 41.83 1,742.79
PA State W/H 80.77 3,365.39
L1 Local W/H 28.85 1,201.93
** DEDUCTIONS
OPT TAX .00 10.00
401k DEFERRAL 86.54 5,53B.52
HEALTH 54. B7 3,443.46
** DIR DEPOSITS
CHECKING 0011516165 2,166.62 76,692.59
VACATION:
SICK:
COMP:
ACCRUED:
ACCRUED:
ACCURED:
149.63
276.94
.00
USED:
USED:
USED:
12.00
68.00
.00
AVAILABLE:
AVAILABLE:
AVAILABLE:
637:fG
r'2rra":" 4 "
'---. -.-00/
CHECK AMOUNT:
GROSS EARNINGS:
NET EARNINGS:
.00
2,B84.BO
2,166.62
TOTAL DIR DEP:
120,193.60 TOTAL DEDUCT:
76,692.59
2,166.62
71B.1B
76,692.59
43,501. 01
Solution Technologies, Inc.
702 Lisburn Road
Camp Hill, PA 17011
TERRY BRODE
2923 LINCOLN STREET
CAMP HILL
11/06/98
PA 17011
SOCIAL SE:C NO PAY RATE PEIUOD END STUB NO.
42-0000217 195-34-6011 36.060 10/30/98 D07603
** EARNINGS HOURS AMOUNT YTD
REGULAR .00 .00 88,722.40
HOLIDAY .00.... .00 2,288.48
VACATION _ _______J#, 62. 63 ,/ 2,258.44 3,008.44
SICK/PERSONAL ,. i(j8~4---:- 7,534 . 38 10,967.10
PERFORMANCE .00 .00 25,000.00
** TAX DE:DUCT
Federal W/H 2,511.12 26,469.24
FICA .00 4,240.80
MEDICARE 142.00 1,884.79
PA State W/H 274.20 3,639.59
L1 Local W/H 97.93 1,299.86
** DEDUCTIONS
OPT TAX .00 10.00
401k DEFERRAL 587.57 6,126.09
HEALTH .00 3,443.46
** DIR DEPOSITS
CHECKING 0011516165 6,180.00 82,872.59
CHECK AMOUNT:
GROSS EARNINGS:
NET EARNINGS:
.00
9,792.82
6,180.00
TOTAL DIR DEP:
129,986.42 TOTAL DEDUCT:
82,872.59
6,180.00
3,612.82
.00
.00
.00
82,872.59
47,113.83
VACATION:
SICK:
COMP:
ACCRUED:
ACCRUED:
ACCURED:
14 9.63
276.94
.00
USED:
USE:D:
USE:D:
149.63
276.94
.00
AVAILABLE:
AVAILABLE::
AVAILABLE::
~
Solution TcchIlOlo~ic.', Inc.
10ll.l\hurn MII..III
C.mplhll,I'^ 11lJ11.74B
Tclcllhnnc: 1I1nr.J.5t.1l
1:;1(~inlllc: 717nftJ-4JMl
TO:
Tcrry Brode
DATE:
July II. 11)1)11
FROM:
(, Month Bran~h Review
You'vc bccn at the Char Lte Oflicc for sli~htly over (, months now, and a revicw
of where we stand is appropriate. Early on, you hired 3 sales represenwtives and
1 recruiter and retained 1 rccruitcr from lhc previous administration. Spirits wcre
high as the sales representativcs sct about finding prospccts and then aLtemptin~ to
convert those prospects into clicnts. Aftcr scveral months of unfullilled
expcctations, both your staff and your superiors (Jack and 1) he~an to ~row
weary .
. I learncd that your sales representativcs ~rcw weary becausc they didn't
understand our business and didn't undcrstand how to make sales calls (what In
say, how to say it, when to say it). They didn't know how to side step rejectiun,
how to makc cold calls, and worse yct; thcy didn't fecI pressure to achicvc their
goals. Thercfore, I dccided that someone had to train/coach them so I startcd
doing it. As I was doing it, I learned and thcn brought up with Jack that you
weren't doing your job. It was at that timc that he/wc rcalized that hc did a largc
portion of the salcs training in Kansas City. It showcd up as a problem in
CharloLLc because I cxpected you to be doing that typc of training. Aftcr all, you
werc the Branch Managcr and you werc rcsponsiblc for cvcrything in the branch.
Our/your goal for the first six months was to havc 34 ncw cmployecs for the
CharloLte branch - we currcntly havc 4, only onc of which is a new Charlottc
employee. In fact, we have fewer people now than whcn you startcd bccause fivc
were transferred from the Tampa Ofticc. I felt bad for your rccruitcrs and asked
the other Branch Managers to send their nccds dircctly to your rccruiters so thcy
aJUld make some commission dollars. They thcn hired scveral pcople for the
other branches.
Most companies fire managers who achieve only 90% of thcir goal. Because you
were a valued cmployee in the past, we elected to look past not achieving your
goal in Kansas. City. We also looked past not achieving your goals in CharloLte
thinking you would at least make sales calls and deliver personally even if the
branch can't achieve their goals. Your personal goal was to gcncratc $500,000 in
rcvenue for the year with a guaranteed minimum of $300,000. Sincc nothing has
happcned in the first six months, wc've dccidcd you can't be doing your job.
"
Other issues we're struggling with arc:
1. Randy Einstein's loan and draw Ihat you complelely ignored.
.2. Norm Smith's draw that was completely ignored when he left.
3. Not managing anyone's draw ;lecording to lhe guitlclines set rnrlh in lheir
compensation plans or accortling lo my previous tlirection.
4. Not submitting lime sheets. '
5. When questioned about the time sheets, knowingly submilling lime sheets
with incorrect information.
6. Deceiving us by taking time off (tlays) without approval and never reporting
it.
7. Not taking charge of employee performance issues while ilt the client site:
Greg Story at Pinkerton, Ryan Harris ilt PNC, Charles Storer at Duk..:, Jeff
Gross at Duke. Asking subortlinates to take carc of the managcr's tlirty
work.
8. You forgot about your consultants in Jacksonville anti Atlanlu. STI is well
known for paying close attention lo our consultants in the Iicld hy tuking
them to lunch, communicuting with Itwm, and justmuking them reel purt or
a larger organization.
9. Not enforcing contracts with clients or with ICs.
IO.Not following dircction provided ut our 12/27/97 meeting: focus on
Charlotte - not anywherc else (Randy focusetl on Columbia anti you foeusetl
on Ralcigh); everyonc's work hours were to be 11-5.
II. pctty Cash - keeping $500 on hantl for emergencies; losing $80 two weeks
before the person keeping the petty cash resignetl.
12. Taking an employee, who resigned rrom the company, anti the oflice staff to
lunch to say goodbye and expecting the company to reimburse you for it is
unparalleled and unheard of.
13. The poor/non handling of Mike Passarelli when Charles Storer resigned.
- You had indicated that if Charlotte doesn't work out, perhaps you would consider
going to Altoona or somewhere else as. a Sales Representative. Right now, we
wouldn't allow this to occur. You have dcmonstrated a complete disregard and
lack of respect for SrI. You have demonstrated that you will only do what you
want to do and will do it only when you want. Since that is the way you currently
treat your superiors, we must expect that you will continue along the same path.
In conclusion, if YQu can't hire, place, and start 4 additional employees by August
14, 1998, then your employment will be terminated effective that date. Also,
effective 7/10/98, your annual salary is being rcduced to $75,000 which equates
to $2,884 per pay.
CERTIFICATE OF SERVICE
AND NOW, Ihis 18th day of D('('('I1II,,'r, 1998, I h('r('hy v('rify Ihall h,lv(' caus"d alru" ,lIld
correct cOl-'y of Ihe fOrt'going [)pf"nd,lIlt's Answ('r with N('w Mall('r 10 b(' pla('('d in Ih" U.S. mail, first
class, postage prepaid dnd addrpss(~d .)5 follows:
Via Federal Express - Salurd.1Y Delivery 10:
Allen C. Warshaw, Esquire
1035 McCormick Road
Mechanicshurg, PA 17055
THEODORE A. ADLER, ESQUIRE
Altorney I.D. No. 16267
DEBRA DENISON CANTOR, ESQUIRE
Allorney I.D. No. 66378
" .
SOI.lJTION TECIINOI.O(iIES,
INC..
IN TilE COURT OF COMMON PLEAS OF
ClIMBERLAND COUNTY, PENNSYLVANIA
Plainliff
\'.
CIVil. ACTION - EQUITY
TERRY D. BRODE.
Delcndant
NO. 98-6580 EQUITY TERM
ORDER OF COURT
tL
Z 1 day of Dcccmber. 1998. upon consideration of the attached
AND NOW. this
Ictter from Plaintilrs counsel. Allcn C. Warshaw. Esq., thc hearing schcdulcd for Deccmbcr
23, 1998. is canccllcd, without prejudicc to either party's right to rcqucst that it be
rcschedulcd.
BY THE COURT,
Allen C. Warshaw, Esq.
DUANE, MORRRIS & HECKSCI-IER, LLP
305 North Front Strcct
Filth Floor
P.O. Box 1003
Harrisburg, P A 17108-1003
Attorney for Plaintiff
Theodore A. Adler, Esq.
Debra Denison Cantor, Esq.
2331 Market Street
Camp Hill. PA 17011-4642
Attorneys for Defcndant
. ( l~ft/9S',
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December 23. 199M
VIA FACSIMILE (717) 240-6462
The Honorable Judge Wesley Oler, .Jr.
Cumberland County Courthouse
I Courthouse Square
Carlisle, P A 17013-3387
Rc: SOLUTION TECHNOLOGIES, INe. v. TERRY D. BRODE
Docket No. 98-6580, Action In Equity
Our File No. H1502-0002
Dear Judge Oler:
I am writing to inform you that the parties have reached an agreement which will resolvc
the above-captioned mailer. It is our intention to present you with a proposed order for your
signature early ncxt wcek. That Order should resolve all outstanding issues. Accordingly, we
would very much appreciate your continuing the hearing in the above-captioned matter
schedulcd for today.
Thank you very much for your consideration or this matter. Obviously, iryou have any
questions, please feel free to contact me.
Sincerely,
O/t- (V~
-'
ACW:slw
11IlG\18'JO(),1
cc: Theodore Adler, Esquire
Larry Pull
Allen C. Warshaw
for DUANE, MORRIS & HECKSCHER LLP
;~i~] 3
SOLUTION TECIINOLOOIES,INC.
: IN TIlE COURT OF COMMON PI.EAS
: ClIMBERI.AND COUNTY,PENNSYLVANIA
Plaintifl'
vs.
: No. CJR.65RO
TERRY D.BRODE
: Action in Equity
Defendant
I'I{AECIPE TO D1SCONTINlJE
TO THE PROTHONOTARY:
Please mark the above-captioned action as settled. satisfied, and discontinued.
Respectfully submitted,
Dated: ///1(19
Attorneys for Solution Technologies, Inc.
IIEJG\1945J.1
CEfnlFfCATE OF SElWIn:
On this Illh, of Jmmar)' 11)1)<). I, Shcrry L. Weigcl, a secretary in the lall' offices of
Duanc, Morris & Ilcckschcr !.I,/', hcrch)' cCrlily Ihall have scrved this day truc and correct
copies of'the foregoing f'rllccipc 10 discontinue inlhe ahovc-caplioncd malter, by depositing
same in the Uniled States First Class Mail, postage prepaid. in Harrisburg, Pennsylvania, to those
pcrsons and addresses indicaled bclow:
i
I
Rcager & Adler
Dcborah Cantor, Esquirc
Theodore Adler, Esquire
2331 Market Street
Camp Hill, PA 17011
"
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REAGER & ADLER, I'.C.
BY: THEODORE A. ADLER, ESQUIRE
Allornl'Y I.D. No. 1&2(,7
DEBRA DENISON CANTOR, ESQUIRE
Allorney I.D. No. 66370
2331 Millkel Slrel'1
Camp Hill, PA 17011-4642
TelephOllP: (717) 763-1383
Allorneys for Defl'nd,mt
vs.
No. 98.6580
SOLUTION TECHNOLOGIES, INC.,
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
TERRY D. BRODE,
ACTION IN EQUITY
Defendant
.,
ORDER
ti
AND NOW this ~ day of January, 1999, it is hereby ordered tha.~llfe Settlement Agreement
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reached between the parties. a true and correct copy whir.h is ~tta'ched hereto as Exhibit A and
incorporated herein, is adopted and entered as an Order of Court enforceable by contempt petition.
BY THE COURT:
;'r.
"If.
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J. 'on'J('~:'WI'\\'IS 'l'I.EI\I)'hrtHll'il~nllllt wl'd
Jllnullry -I. I!)!)!)
REAGER & ADlER, P.c.
BY: THEODORE A. ADLER, ESQUIRE
Attornl'Y I.D. No. ](,267
DEBRA DENISON CANTOR, ESQUIRE
Attorney I.D. No. 66378
2331 Market StH.'l't
Camp Hill, PA 17011-4642
Telephone: (717) 763.1383
Attorneys for Defendan'
SOlUTION TECHNOLOGIES, INC.,
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYlVANIA
Plaintiff
vs.
No. 98-6580
TERRY D. BRODE,
ACTION IN EQUITY
Defendant
SETTlEMENT AGREEMENT AND RELEASE
WHEREAS, Terry D. Brode, (herein "Brode"), was an employee of Solution Technologies
Incorporated, (herein "STI"), commencing his employment March 6, 1989; and
WHEREAS, Brode terminated his employment from STI on October 14, 1998; and
WHEREAS, STI instituted the above captioned action against Brode seeking equitable relief in
the nature of a preliminary and permanent injunction enjoining Brode from being employed by Ajilon
Services Incorporated for a period of twelve (12) months from the date of Brode's termination; and
WHEREAS, Brode filed a counterclaim seeking damages for breach of contract and violation
of the Wage Payment and Collections Act.
".,
J '(WFj(:I-:'WII\\'I~'III.t-:AI)'''rUlII'.;I~rIlllll "'IMI
Jlll1unry -I. !!I!I!)
WHEREAS, ,III(',Jrin~ on S rl\ Million fllr P",limin,JrY Injunrlilln \V,IS" 11('dull'd for DI'l't'mber
23, 1998, bl'fo,,' tll(' Honor,lbll' J. WI'\II'Y Oll'r, II. in Ihl' Court of Common Pll'oIs of Cumberl,lI1d
Counly: ,1(ul
WHEREAS, Brodl' ,lI1d STI dl'sirl' to compromisl', "'solve, ,1Ild sl'lIll' fully .III disputes oInd
differences which molY exist between thl'm, both oIssl'rted ,lI1d 1lI101sserted, oIIising out of, in connection
with, and relating to Brodp's employnll'nt wilh STI.
NOW THEREFORE, the polrlips in considpr,llion of till' terms ,lI1d condilions sel forth herein.
the sufficiency of which is hereby acknowlpdged. ,lI1d intending to be legollly bound thereby, hereby
stipulate and agree as follows:
1. Brode hereby agrees that for 01 period of twelve (12) months from December 23,1998,
he will not work directly or indirectly on the following accounts; Harley Davidson,
PHEM, Highmark, Donegal, Penn DOT, EDS, PHICO, and UGI. Brode further agrees
that he shall not call upon, solicit, or initiate business contacts in any manner with any
person employed by the entities identified above.
2.
Brode further agrees that he will not disparage or discuss STl's business practices with
any customer or prospective customer. Brode further agrees that he shall not recruit
or cause to be recruited, any of STl's employees for employment at Ajilon Services
Incorporated.
3. Brode further agrees to relieve STI from any and all claims which he may have, both
asserted and unasserted. Brode specifically releases STI from any claims for breach of
contract or violation of the Wage Payment and Collections Act.
4. STI hereby agrees to relieve Brode from the terms, conditions, and restrictive covenants
contained in the Employment and Non Compete Agreement signed by Brode on March
6, 1989, subject to the limitations outlined in paragraphs #1 and #2 of this Agreement.
2
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J '(In'IC~'':'\\'I'WI:-;\I'I.'':,\IJ\ll''HII' .I.:rllllll wI"i
Jl1nUilr)'t. I!~J!J
5. STI .w...., to di,,'ontinu.' till' .lboVl' ("I'lion,'d 1.II"uit .lIld Motion for I'r..lirnin.lry
Injunction with prt'judin' lllld to rplil'vl' Brodp of L1ny {llirns it 11111Y IMve c:tgainst him,
both ,.ss..rt..d ,lI1d un.l"..rt!'d.
6. Except ds specificdlly 51'1 forth 11l'r!'in, !'.lCh of tl1l' polities dOl" h!'reby rerni,e, r!'lieve,
ilnd forpver disdhlrt.W Ilw olhpr from cHld ,'lg,linst ,lilY ,md allllctions.
7. The parties hereby agre!' that this Settlen1l'nt Agreement shall be entered as an Order
of Court.
IN WITNESSED WHEREOF, the pdrti!'s hereto have executed this Settlement Agreement on the
1- day of January, 1999.
( 7'
,,/~)A~t .CvL-
ness /)
L/
~M'.c~
T~RRY -E'l: BRODE
SOLUTION TECHNOLOGIES, INC.
~ -r iJ~$ By:
Witness
3