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HomeMy WebLinkAbout08-71245V MICHAEL SCOTT, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff, PENNSYLVANIA VS. NO. 08 - 171A4 & l ?i°,f rr1 WILLIAM A. FRASER, INC. DBA ; CIVIL ACTION-LAW FRASER ADVANCED INFORMATION SYSTEMS Defendant NOTICE TO DEFEND 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 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 other 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 LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING AN ATTONEY. CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE, PA 17013 1-(800)990-9108 (717) 249-3166 a i MICHAEL SCOTT, Plaintiff, VS. WILLIAM A. FRASER, INC. DBA FRASER ADVANCED INFORMATION SYSTEMS Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. d ?l 2 `f Cc„ ?Q / CIVIL ACTION-LAW COMPLAINT AND NOW COMES, the Plaintiff, Michael Scott, by and through his undersigned Attorney, The McShane Firm, LLC and Timothy M. Barrouk , Esquire and avers in support of this Complaint against Defendant as follows: 1. The Plaintiff, Michael Scott, is an adult individual residing at 413 Herman Avenue, Lemoyne, PA 17043. 2. Defendant, William A. Fraser, Inc. DBA Fraser Advanced Information Systems Inc. is a business headquartered at 320 Penn Avenue, West Reading, PA 19611. 3. Defendant, William A. Fraser, Inc. DBA Fraser Advanced Information Systems Inc. is a business with operations located at 5521 Carlisle Pike, Mechanicsburg, PA 17055. 4. Defendant William Fraser is the owner of Fraser Advanced Information Systems. 5. On July 6, 2004, Plaintiff became employed by Defendant as a Digital Consultant Sales Person. 6. Plaintiff and Defendant agreed upon compensation of a salary of thirty thousand dollars a year ($30,000.00), monthly expenses and commissions. (See Exhibit A). 7. Commissions were to be calculated based off of sales volume and gross profit pursuant to the compensation plan. (See Exhibit A). 8. Fraser Advanced Information Systems Sales Compensation Program provides commissions received on equipment sold is based on named accounts or territory lists. The determining factor for credit given will be the location of the decision maker for the equipment purchased. (See Exhibit A). 9. On December 8, 2006, Carlisle Syntec, Inc., issued a Purchase Order for the purchase of two (2) Canon CLC 5100's with Color Pass Z7500 at a price of eighty- seven thousand seven hundred and five dollars ($87,705.00) a piece, two Velocity Licenses at a price of three thousand five hundred dollars ($3,500.00) apiece, an HP5500 PS UV 60 Inch Wide Format Printer at a price of sixteen thousand eight hundred and ninety five dollars ($16,895.00), and for delivery set up and training at a price of four hundred forty-five dollars ($445.00). (See Exhibit B). 10. The total amount of the goods and services in the December 8, 2006 Purchase Order is one hundred ninety-ninety thousand seven hundred and fifty dollars ($199,750.00). See Exhibit B. 11. Plaintiff's territory as a digital consultant/sales representative for Defendant was Cumberland County during all material events leading to the sale with Carlisle Syntec, Inc., and during all material periods during and after the sale. 12. The merchandise listed in Exhibit B was sold and installed at Carlisle Syntec, Inc., which is located in Cumberland County, during the period of Plaintiff's employment as a Digital consultant for Cumberland County. 13. Plaintiff as the digital consultant/sales representative for Cumberland County engaged in meetings with Ken Miller, the individual in charge of the print shop and decision maker as to what equipment will be purchased regarding said sale. 14. Plaintiff, as the digital consultant/sales representative for Cumberland County, engaged in telephone conversations with Mr. Miller regarding the sale of equipment. 15. Plaintiff prepared the Sales Proposal and Sales Agreement for the sale in question with Carlisle Syntech, Inc. 16. The aforementioned Purchase Order resulted in a sale that was invoiced on December 29, 2006. (See Exhibit C.) 17. Prior to the completion of the aforementioned Purchase Order, the account was not a designated named account. Plaintiff received no written notice indicating that the account would no longer be his prior to the sale. 18. The decision of Carlisle Syntec, Inc., to buy the aforementioned equipment contained in the Purchase Order, was made by Ken Miller located in Plaintiffs sales territory, Cumberland County. U 19. A Commission Worksheet was written on December 30, 2006 and signed by Plaintiff on January 2, 2007 and by Joel Martin, Mr. Scott's Manager, on January 3, 2007. (See Exhibit D). 20. The Commission Worksheet has a box in which any splits are supposed to be entered. 21. The box for splits of commission was left blank. 22. The Invoice of Activity for December 2006, which was completed on January 11, 2007, indicates that the gross profit from the Carlisle SyntecInc., deal was twenty- five thousand eight hundred and eighty-eight dollars ($25,888.00). (See Exhibit E). 23. Commission was initially calculated pursuant to the Compensation Agreement. (See Exhibit F). 24. On January 19, 2007, Plaintiff was verbally notified by Vice President of Sales, Joseph Dougherty, that his commission for the Carlisle Syntec, Inc., deal was going to be split with his manager, Joel Martin. 25. Shortly thereafter the Plaintiff sent an email voicing his concerns that this action was not taken pursuant to his agreed upon compensation plan. 26. This is the first occasion that Plaintiff was made aware of any potential split of the Carlisle Syntec, Inc., Commission. 27. All sales that Plaintiff completed to this point (January 19, 2007) had been paid in accordance with the provisions of the Fraser Advanced Information Systems Sales Compensation. 28. Fraser Advanced Information Systems Sales Compensation Program states Fraser AIS reserves the right to alter or change this compensation program in whole or part at any time with thirty (30) days advance notification. 29. Plaintiff was not provided with any notification regarding a change to the Compensation Program. 30. Until the date of this complaint, Defendant has not compensated Plaintiff regarding this matter. COUNTI BREACH OF CONTRACT 31. Averments one (1) through thirty (30) hereof are incorporated by reference as if they were more fully set forth herein. 32. Pursuant to the Sales Compensation Plan, Plaintiff was supposed to be paid the sum of nineteen thousand eight hundred and fifty four dollars and fifty-four cents ($19,854.54). 33. Defendant unilaterally chose to split the commission of December 2006 Carlisle Syntec, Inc., sale with Joel Martin, Plaintiffs manager, and paid Mr. Martin Nine Thousand Nine Hundred Twenty Seven Dollars and Twenty Seven Cents ($9,927.27) of the commission owed to Plaintiff. 34. Defendant provided no written notice indicating that it was altering the Compensation program prior to the time of sale. 35. The commission worksheet completed after the sale and signed by Mr. Martin indicated that there were no splits of commission for the Carlisle Syntec deal. 36. Other deals that Plaintiff sold to Carlisle Syntec, were not subject to splits with Mr. Martin. 37. Plaintiff was the procuring cause and performed all fiduciary responsibilities to the buyers regarding the sale of two (2) Canon CLC 5100's with Color Pass Z7500 at a price of eighty-seven thousand seven hundred and five dollars ($87,705.00) a piece, two Velocity Licenses at a price of three thousand five hundred dollars ($3500.00) apiece, an HP5500 PS LTV 60 Inch Wide Format Printer at a price of sixteen thousand eight hundred and ninety five dollars ($16,895.00), and for delivery set up and training at a price of four hundred forty-five ($445.00). 38. Carlisle Syntec was an unnamed account, located within Plaintiffs Cumberland County sales territory. 39. Ken Miller, the decision maker for Carlisle Syntec, which is located in Cumberland County and as a result is in Plaintiffs sales territory. 40. According to Defendants Sales Compensation Program, Plaintiff is entitled to the full commission of the December Carlisle Syntec Inc sale. 41. As a direct and proximate result of Defendant's failure to pay the proper compensation to the Plaintiff, the Defendant is in breach of the Agreement between the parties. 42. As a direct and proximate result of the Defendant's breach of the Agreement between the parties, the Plaintiff has suffered damages including loss of income. WHEREFORE, Plaintiff, Michael Scott, requests that this Honorable Court, enter judgment in his favor and against the Defendant in an amount in excess of Nine Thousand Nine Hundred Twenty Seven Dollars and Twenty Seven Cents ($9,927.27), plus costs, fees, and other such relief as the Court deems appropriate under the circumstances. COUNT H VIOLATION OF THE WAGE PAYMENT AND COLLECTION LAW 43. Averments one (1) through forty-two (42) hereof are incorporated by reference as if they were more fully set forth at length herein. 44. On December 28, 2007, the Defendant terminated its employment relationship with the Plaintiff. 45. Pursuant to the Wage Payment and Collection Act, 43 P.S. § 260.1 et. seq., an employee is entitled to receive full payment of all back wages upon termination of employment by no later than the next pay period. 46. In Section § 260.2 of the Wage and Collection Act, it states that wages shall include all earnings of an employee regardless of whether determined on time task piece, commission or other method of calculation. 47. The Wage Payment and Collection Act establishes an employee's right to enforce payment of wages and compensation to which an employee is otherwise entitled terms of the existing agreement. Sullivan v. Chartwell Inv. Partners, LP, 973 A.2d 710 (Pa. Super. 2005) 48. Pursuant to 43 P.S. § 260.9 (a) an employee is entitled to costs and reasonable attorney's fees for violation of the Wage Payment and Collection Act. 49. Pursuant to 43 P.S. § 260.10 an employee is also entitled to liquidated damages in an amount equal to twenty-five (25) percent of the total amount of wages due, or Five Hundred Dollars ($500.00) which ever is greater if the employer is found to have unlawfully withheld wages. 50. In Section § 260.7 of the Wage Payment and Collection Act, the Statute strictly prohibits any provision of the Act being, in any way, contravened or set aside by prior agreement. 51. Plaintiff was the procuring cause and performed all fiduciary responsibilities to the buyers regarding the aforementioned sale to Carlisle Syntec Inc. 52. Plaintiff was employed by Defendant during the entire Carlisle Syntec Inc sale. 53. Defendant stated via Defendants Sales Compensation Program that Plaintiff would receive payment of his commission based on the location of the decision maker for the equipment purchaser. 54. Ken Miller was the decision maker for Carlisle Syntec Inc during the December 2006 sale. 55. Ken Miller is located in Cumberland County, and is therefore within Plaintiffs sales territory. 56. Defendant has failed and refused to pay the Plaintiff wages earned and owed constituting an unlawful withholding of wages. 57. As a result of the Defendant unlawfully withholding wages from the Plaintiff, Defendant owes Plaintiff liquidated damages in the amount of twenty-five (25) percent of the wages due plus reasonable costs and attorney's fees as well as the amount due in principal. WHEREFORE, Plaintiff, Michael Scott, requests that this Honorable Court, enter judgment in his favor and against the Defendant in an amount in excess Nine Thousand Nine Hundred Twenty Seven Dollars and Twenty Seven Cents ($9,927.27), plus costs, fees, and other such relief as the Court deems appropriate under the circumstances. Respectfully submitted, The McShane Firm, LLC Date: Timothy M. Barrouk, Esquire Attorney I.D.# 204537 4807 Jonestown Road Suite 148 Harrisburg, Pennsylvania 17109 #717-657-3900 Attorney for Plaintiff MICHAEL SCOTT, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff, PENNSYLVANIA vs. NO. WILLIAM FRASER, Individually, and DIIA CIVIL ACTION-LAW FRASER ADVANCED INFORMATION SYSTEMS, JURY TRIAL DEMANDED Defendant VERIFICATION I, Michael Scott, Plaintiff, in the above-captioned, verify that the statements made in the Complaint are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C. S. A. Section 4904 relating to unsworn falsification to authorities. Michael Scott EXHIBIT A A , r, Fraser Advanced Information Systems Sales Compensation Program Our standard compensation program for all Sales Representatives is both salary and commission based. Commission will be calculated based on orders invoiced with all required paperwork completed and forwarded to Commission Administrator. Commission is paid on paid business. Lease business is considered paid when invoiced with all required paperwork completed and forwarded to Commission Administrator. Snap sales are considered paid if installed with all paperwork completed and forwarded to Commission Administrator. , • Fraser AIS reserves the right to alter or change this compensation program in whole or part at any time with 30 days advance notification?.T]?,s document sets forth Fraser AIS basic compensation policies and is not to be considered an employment contract. • All sales representatives shall sell only Fraser AIS related products. All trade-ins of equipment must be documented with serial number(s) on the original paperwork and become the property of Fraser AIS. All trade-ins must be returned to the West Reading warehouse for inspection before redistribution. Sales reps who fail to comply with these rules are subject to immediate termination. • There are no payroll advances beyond an approved monthly draw and salary. • Commission- reaQiua n„ a ?nmman} cnlrl are based on named accounts or territory lists. The determining factor fnr credit ?;ven will be the lnca inn f rha ?iPC;sion-rriaker for the equipment purchased. • se r maTeting programs requires prior approval of the Operations Manager. • Should a sales Rep leave Fraser AIS with deficit (in other words, owing the Company money), all commissions earned prior to leaving will first go to reduce the deficit. If a deficit still remains, other expenses such as mileage reimbursement owed, telephone expenses, will be deducted. • In addition, it is understood and agreed upon as a sales rep with FAIS that all compensation for any business conducted as a part of the reps role is to be paid by FAIS directly. All third party incentives and compensation must first go to FAIS prior to an equitable distribution to the sales rep. The only exceptions to this agreement will be FAIS approved programs (i.e. Golden Eagle and Exclusively Yours). 1 / 1 /2006 CONFIDENTIAL Page 4 Fraser Advanced Information Systems COMPENSATION PROGRAM Highlights 1/1/2006 This compensation program is Salary & Commission. It is not a draw or the salary is not accountable. Sales Volume determines the rate taken time the volume to get the commission on the volume. The total profit above the floor is taken times 15% equal the commission on the Gross Profit. (There is a minimum GP needed to qualify for this) New customer bonus as defined Maintenance commission as defined Snap Sales Inter Territorial Sales Trade in Credits/Canon Credits/Sharp Credits Professional Services commission based on the calculations. Printer Partnership Program compensation as defined. Sales at the floor price as defined Special sales situation such as bids or high volume competitive situations CONFIDENTIAL Page 5 A s All requests for Service/Supply price reductions MUST be submitted by email to Jim Pierce prior to the processing of the Maintenance Agreement in OMD. Jim will then reply to your email with an approval or denial of the request. Any sale requested that has a GP % greater than 23% will be denied and the appropriate charge back will be applied to the sale whether or not it was previously approved so please check your deals before you submit them. You only need to send me request for those sales that the pricing is below our published rates. Below is the information I want in the email. Customer Name Make and Model # # of Copies included in the base Overage Rate Type of contract (toner included or excluded) Connected or not connected If you are requesting a special price on the connectivity charges please do this at the same time so we can evaluate the whole sale any request not made at the same time will not be considered. Also any Partnership sale that change the ability to increase the contract in years 2,3,4and 5 without prior approval will result in charge backs to the sale taking all 4 years of lost revenue into consideration. FAIS CONFIDENTIAL Page 6 i Sales at floor if at floor itqualifies-for-a spiff under the guidelines. ;Volume does not get put into the sales volume when at floor pricing. Sales must have profit above the floor to be put in the volume for the month's commission If maintenance is at book it qualifies for maintenance commission. GUIDELINES:, Segment 1 up to 20 CPM $50.00 each i Segment 2 21 to 30 CPM $50.00 each Segment 3 131 to 44 CP:M $50.00 each - Segment 4 ,45 to 69 CPM $75.00 each :Segment 5 X70 to 90 CPM $100.00 each ;Segment 6 91 to Plus CPM $150.00 each These spiff do not have to be signed off because they are a fixed number. 'Any other spiff from special pricing can only be signed off by FFJr. JrMaintenance Commission ' i Paid if maintenance is at book price - 5% of the first year service revenue contract on lease or purchased equipment. 10% of the first year sevice -- contract on Partnership Plan Printer Partnership Program has its own method of compensation for maintenance and does_ not come under this commission program. _ _ INew Customer Bonus 0.005% X the sales volume= a spiff paid on that sale ,The volume goes into the monthly total. A new customer is one that does not currently have an OMD customer number for Hardware or Software - The com from Snap sales:. i p Sharp goes into the monthly volume Adjustments to this comp may need to take place depends on circumstances. InterTerritorial Sales: If Fraser AIS is the selling dealer and we use our equipment then the Rep get full volume. If we are receiving a sale from another dealer then the install fee is the volume credit. 'Trade in Credit Trade in credit is added to the sales volume on the compensation sheet 1/1/2006! CONFIDENTIAL PAGE 2 4 1 i Professional Services Refer to new prices list which list the selling price and floor. You now can put in your own compensation sheet for P/S. Floor pricing is in soaring. The sales volume goes into the grid_ BONUS available if a min. of $9,000.00 in sales in a quarter. Printer Partnership Program The volume and the GP on the hardware portion of the sale go into the grid. The first years maintenance is added in the comp sheet to the volume. To et the commission the sales re must submit the commission worksheet with the first year's volume. It will be the reps responsibility to submit the order and the commission worksheet to the PPP Manager prior to turning in the order to get paid. i All commission sheets must be signed off by Printer Partnership Manager, Melissa Valletta. Guidelines for sales at a loss These are sales on bids or high volume competative situations Predetermined Spiff or Spiff per machine. Rep gets manufactures Points (Golden Eagle - Eversharp) also gets Presidents Club Volume No trade in credit, rebates or discount credit. Rentals In house rentals will be paid the same as they were in 2005. It's volume and gross profit. !Commission is paid up front except on bigger deals. !Charge Ba_cks: Charge backs such as Doc Fees not paid by customer are dollar for dollar. Lead fees will still be charge back to the rep. Special Credits: CSMP and SLG credits are apporved by KO. 1/1/2006 CONFIDENTIAL PAGE 3 Michael Scott Salary $30,000 Auto 270 ! I ,SALES REP COMPENSATION 2006 r GP over the floor Mo. V Rate comm. T GP Rate Qtrly - >$100,000 or over use 0.084 - Min. 16% F - - ( Pro/Services' $100,000 $95,000 0.0840 0.0827 $8,400 $7,855 r $12,000 $11,400 X the GP for the Mo. _ $9,000 Min 12 % x over $90,000 0.0812 $7,310 $10,800 if at min. or _ _ _ Bonus j $85,000 0.0796 $6,765 $10,200 higher _ 80,000 _ 0.0778 $6,220 _ $9,600 min. is at - _--- ? --- ---- - -- $75,000 $70,000 _0.0757 0.0733 $5,675 $5,130 $9,000 $8 400 - 12% over ----Floor ---- ? -- - --- ?--- --- $65,000 0.0705 $4,585 , $7,800 $60,000 0.0673 $4,040 $7,200 $55,000 0.0635 $3,495 $6,600 _ $50,000 0.0590 $2,950 $6,000 $45,000 0.0534 $2,405 $5,400 _ _ $40,000 0.0465 $1,860 $4,800 _ $35,000 0.0376 $1,315 $4,200 -'$ 000 0.0257 $770 $3,600 - $25,000 0.0090 $225 $3,000 $20,000 r 0.0080 $160 _ $2,400 $15,000 $10 000 0.0070 0060 0 $105 $60 $1800,_ $1200 ? , <$10,000 . 0.0050 Also pays 15% of GP if at minor high -? e_r_ min. is at 12 /u over floor t --- --- ---- --- - - ---- -- - ---I - _ f I _ 4 -- i I ; I I - 1/1/2006; i CONFIDENTIAL PAGE 1 EXHIBIT B 12/08/2006 05:30PM Carlisle SynTec Incorporated P.O. Box 7000 Carlisle, PA 17013 (717) 245-7000; Fax (717) 245-7197 Purchase order FRASER ADVANCED INFORMATION SYSTEMS PO Box 7 READING PA 19603-0007 Deliver To: Carlisle SynTec Incorporated 1295 Ritner Highway, Gate #3 Carlisle PA 17013 Attention: MILLER PAGE 001 OF 001 RLI SLE Date 12/08/2006 Vendor No. 25558 Currency USD Payment Terms Net 30 Days Buyer Name R. E. Weimer Buyer Phone 717-245-7061 Contact Person JOEL MARTIN Contact Phone 800-422-8599 Tax Status Tax Exempt Delivery Due Date 12/22/2006 Page 1 of 1 * * * ORDER ACKNOWLEDGEMENT REQUIRED * * * PLEASE REPLY UPON RECEIPT ooot CANON CLC5100 W / EH?i? Requisition #: 20027770 Tracking #: KRM PLEASE NOTE THAT THE FOLLOWING EQUIPMENT IS INCLUDE. OFFSET STACKER BI REV. DOC. FEEDER E3 GRAPHIC ARTS PACKAGE DELIVERY, SET UP 4 HOURS TRAINGING (EACH UNIT) 0002 VELOCITY LICENSE Requisition #: 20027770 Tracking #: KRM ooo3 HP 5500 PS UV 60" WIDE FORMAT PRINTER Requisition #: 20027770 ckin #: KRM 0004 DELIVERY, SET UP & TRAINING Requisition #: 20027770 Tracking #: KRM c11 INSTRUCTIONS TO VENDOR: MSDS, if applicable, must accompany all shipments. Failure to follow routing instructions could result in freight back charges. As of: 12/08/2006 17:24:13 2 EA I 87,705.00 175,410.00 2 EA I 3,500.00 7,000.00 1 EA I 16,895.001 16, 895.00 1 EA 445.001 445.00 Total excl. Tax 1 199,750.00 R. E. Weimer EXHIBIT C 1 t s A a A w N °o 14 k a7 ry a ti H cn co W W W O 3 0 O 0 O 0 n p i n a; D m D v D v c D co D cD 1 CD cD cD r1 cD .Z 1 Z ? Z ? Z ? Z Z r m -I m -' -I m j -4 m , -4 m -4 V, rj) s (n CO) co n K) PO Z Z O D N D ?v D N D N D ° n n o ? n rn n rn n rn n n n n n 00 o z '69 0 o n T1 W DD o N O ? O 00 r - X O 0 Fri °o 69 O 0 O W O O N Q 1 O C m Cl) O A cn ?. = e? w O :t1 °v K) rn c °y O rn 3 n as m p I 0 z 0zn- 0 co > O f!9 -z A 00 o cc = N OD ° 0 r `J 0 0 0 4 O 0 y -4 0 -1 it N O O O v a V9 E A 0 C O OD O A ? 69 fn to . A O V O O w O O O O O Cl P _ E 0 W Q N N o N tea A o CA ° O w 0 6 0 w 0 6 6 W C7 O a1 ° O C O O A O G) o V! _• 4J N 1 VJ N l VJ CO N ? Q CO c N ? Q CO QU O (] N N T LU l Q) T A? III CD l co T o III T S) CD ?D i6 W co co y W N y 0 '? CEO O , b9 N H i i 15' 8 w < 00 b9 in ffl ) 00 o v s v W N - n O O 00 O CCn Cwl7 O 0) -0 0) O O N 0 EA 0 V O co ?4 O 69 O O U7 OD O 00 V O OD SO O CO CO 0 C A A O A O O O A O -4 W A CD O CO O O O O -? -? O v O v O M Cn O O O O GT A O A O A 69 O O 6s 69 °0 69 0 o O Q 0 ° 0 ° O 0 O O O N O O ?rnD c°_u 3 p ? 3 r- 5-0 0 o = o 50 ° y" O 80 O w3 M O n 0 SO O o° o? cn 0 69 O O O icon °o s z to O ° z N n -4 o 0 -0, O N O O C, O o O °o v 0 V V UT O O O &0 ? z w o o z o 0 °o a cm O cna0 'so v O cu r ;u o 3 0 °o 0 O O O O O =D m O N Z 0 w a0 0 cn 3 - °o O O 3 0 •O O 0 O O °o N W O CA O O EXHIBIT D a SALESPERSON Michael Scott FHSC10 CUSTOMER Carlisle S ntec ORDER NUMBER 33 DATE WRITTEN 12/30/2006 ? NEW CUSTOMER 0 CURRENT CUSTOMER NEW PLACEMENT ? CURRENT REPLACEMENT Split DESCRIPTION QUANTITY SALE PRICE FLOOR PRICE Canon CLC-5100 2 $ 192,750.00 $13.3_,535.00 Graphics Arts Feature for Z7000/6000 Offset Stacker-B1 2 $0.00 $6,934.00 RDF-E3 2 j $3,970.00 Z7500 ColorPass 2? $0.00 Velocity Software Package 2 $0.00 HP 5500 PS E-enhance _ 1 $750.00 $15,739.00 - - $750.00 TOTAL SALE PRICE $193,500.00 PLUS; PLUS TRADE CREDIT PLUS PPP MIA VOLUME PLUS OTHER LESS LEASE PAYOFF/RETURN LESS OTHER TOTAL VOLUME $160,928.00 P L. U S M I N U S SPIFF $100.00 APPROVED NEW CUSTOMER BONUS X.005 $0.00 PRESIDENT'S CLUB QUALIFY YES N PROMOTIONS Canon Promo Ud MAINTENANCE SOLD AT LIST[:] YES NO FIRST YEAR MAINTENANCE VOLUME PCT Do Not Include PPP $0.00 SALES REP'S SIGNATURE: ?Lf DATE pZ 7 MANAGER'S SIGNATURE: DATE d I $198,500.00 EXHIBIT E O ; o 0 0 V9, 0 as E M ? M .t M . v O O O O' O It U') LO C5 1-: co LO 0 0 W a0 M co (N 'T N M M °v O °v to O 0 r U> E9 69 co W) N CO O 69 N(fl b9 wV Ep 6s O Q) W co co co U) c' C ? N fB ? ? co N ? N N N co co O m co a: co (D co 0 OT 0' 0 OT cco, 0 o o c c ? o O O o 0 CO 0 c6 C6 V N O O M O O a w M O N N M 0 c0 6 O M N ,O O ? fA b9 ?i V O O O O O O 0) C) 0 00 N 0t 0 r- O 00 V "? m to N C 4) C=? O 0 O O O O LO 00 LO O w 3 V) 00 (D N o rn co 619 b% U C> a a y C m o o a o E 0 0 E O 0 L6 td w V U U)° EA N 69 U) C) Z fV N O_ O E 0- O O O U O N M c 0 O O N O v co J 0 J w O J (D c O a m M U 00 o T 00 N O 69 a d p CV z 'm z CV 2 03 0 V? m 21 c to 02 O OZ 0) OLo ao c = t m zQ a 69 Q y p Q m o 6q U) U U U= U U m in W y w 41 C U U U a p i? Z Z Z co ° CO U (O U cfl U CD °o w Q C) W 0 W C) C) CN W o Q' N N Z< N Z< N Z o CV p W 00 co C Z r N U) IT N CO v N (n v N v S co m z 04 r W r 04 W r W Q H v m Q ?w OR = m J J J ti d ci o o m O U Q U O U EZ O _E N M co co 2 y0 o ?c ?i-k EXHIBIT F r. ' C; fip? 0 N N p er to O ('') 1 O O O O O ?l O N O N 1? L C O O O O , q 50 .t q O O O to CO ° O Q O O E,9 CO QD O Ul) , Lr) p It M 00 O NO c N N 40 ? ? 60 Lf) (O to ?- of ai 69 O H r EA N 6q FA N ? a co CO ? Co ?? co U co ? NCL o \ o 0 ° 0 O 0 O N ' CL O? o o (6 cv) ?= o 0 0 o g g ? a ? M CV) ? Cl 0 H NEfl O M N 0 ? ? °O p O 0 60 O LO N M co N V 64 O E!3 w r ? ? °O p Lf) O 64 co Cl N O O ? FA ? ffl Q' O ?' to ? CL p a a 0 a 0 o o o a Q o °' ? 0 U 0 U •- N 0 0 O 0 0E J d L E!A -1 0 J N D a 'd 69 J 0 E 0 L 64 V U ? U U w U w A c ° 0) E o c? d C) = n O O co o N (D a O C5 LO O LO a p ?A V N C O ._ J O .1 _ N U w J G U O J w ) O LO c i 0 c U? 60 ;t: m U N co d 'v c M c O Z N ? 0 Z c c) E2 Z rn y - M 609 OU E2 14 Z? ° ZZ O Zco ZE c a QD 0 Qa Q 41 N 69 a d o ) Q m Ud 0 69 U N U U= U U CD U Z 04 W O N Q C Z Z Z w Z w U U U o U o U w Q' Q O Q N Q N F Q N Q N C C w O co O N Z U) co N Z } 00 N Z co 0) ? N Z O N p t? Q' co lf U (n A ? C%4 fn " m C14 U) U) N N a N O C ) w r w ti w ? w ti y U) J O O U tl (1) 2 J Z _ R O w cp D Q U c0 Q U co Q U RS Q U M S O ° ? Q N co M co co O co cn y O coN SALES AGREEMENT r? ad in er sy t.,„$ More Choices.... Better Solutions 2DER DATE NEW CUSTOMER 12812006 X CURRENT CUSTOMER s CARLISLE SYNTEC INC L P O BOX 7000 L T CARLISLE, PA PRODUCT CODE N -NEW U " U QTY. ORD. New 2 New 2 New 2 - New 2 New 2 New 2 New 1 New 1 - New 320 Penn Ave. W. Read•+no PA 19611 Reading Office 2158 Avenue C, Bethlehem, PA 18017 Lehigh Valley Area Philadelphia Area 600 Clark Avenue, King of Prussia, PA 1940 Harrisburg Area 5521 Carlisle Pike, Mechanicsburg, PA 17055 Schuylkill County 442 N. Claude A. Lord Blvd, Pottsville, PA 17901 Schuyl CR APPROVALC TAX EXEMPT ornu REF. 'U. a 7171245"7000 7MER NUMBER Sip FH0218 ichael Scott FHSC10 NTEC INC - ARLISLE SY O BOX 7000 TOCARLISLE, PA 17013 17013 DESCRIPTION Canon CLC5100 w Colorpass Z7 offset Stacker B1 Rev. Doc. Feeder E-3 Graphic Arts Package Velocity License Hours Trainin Delivery, Setup I IP 5500 PS UV 4 Hours Trainin Delivery, Setup e-enhance software (Free) PRICE 1!j 87,705.00 $ 1 3,500 00 $ 7,000.vu $ 16,895.00 $ 16,895.00 $ 445.00 $ 445.00 750.00 W u C.O.D. DUE UPON RECEIPT ? OTHER SPECIAL INSTRUCTIONS LEASE RENTAL PARTNERSHIP SALE DROP SHIPMENT 199,750.00 $11,985.00 211,735.00 UNIT PRICE _L _NET PRICE SUPPLIES n„surnY PRODUCT NUMBER DESCRIPTION authorized corporate officer, partner, or proprietor of the above named company with all the necessary authorization to execute this The undersigned warrants that he/she is a duly Title contract. Signature ? S Name (printed) This is a legal agreement to purchase the items ty A A above, and it includes the terms and conditions of the Securi ment lisp ItJ } a Frees EXTENDED WARRANTY AGREEMENT Advanced Information Systems INCONSIDERATION OF FULL PAYMENT. FRASER AIS WILL PERFORM MAINTENANCE SERVICE ON THE EOt1IPMFNT nFSCRIRFn RI IIt1Fr.T Tn TIFF TrPhAA RFi nw TYPE OF PLAN: GOLD Excludes paper, toner collection bottles/bags, staples, fusing oil and network services ? SILVER Excludes paper, toner, toner collection bottles/bags, staples, fusing oil and network services ? BRONZE Excludes paper, toner, developer, drum, fusing rollers, toner collection bottles/bags staples, fusing oil and network services ? 90 Day Warranty Warranty service only Other EOUIPMENI COVERE D COPIES / SCANS BASE RATE PER OVERAGE BILLED EQUIPMENT ID MODEL ! SERIAL NUMBER BEGINNING INCLUDED IN INVOICE OVERAGE RATE MONTHLY, ACCESSORIES METER READING ALLOWANCE PER MONTH PER COPY/SCAN QUARTERLY OR PER MONTH ANNUALLY CLC 5000 $0.0900 CLC 5100 _ $0.0850 CLC5100 $0.0850 CLC5100 $0.0850 1. This agreement allows for an unlimited number of unscheduled maintenance calls, provided the calls are not a result of operator negligence. Fraser AIS responsibility with this agreement ceases if the equipment covered is repaired or adjusted by any person other than an authorized Fraser AIS technical representative, or the supplies used are not authorized or approved by Fraser AIS 2. Service shall be provided without additional charge 8:00 a.m. to 5:00 p.m. Monday through Friday (except National holidays). 3. The maintenance service plan includes all necessary parts with the following exceptions: a. Cassettes, master units, exit trays, work trays or any item that is not related to the electro-mechanical operation of the equipment. b. Parts damaged by fire, water, other acts of nature, misuse or negligence on the part of the customer or operators of the equipment c. photoconductors (master units) are considered supply items, not parts. Agreements include photoreceptor (drum) unless otherwise specified. d. Any software system or related connectivity support. 4. Maintenance with supplies agreements include toner, developer and master units. These agreements do not include paper and staples. 5. Renews automatically unless cancelled in writing by either party 30 days prior to expiration. Prices subject to change at renewal time. 6. It is the customer/user's responsibility to provide power that meets the specific equipment needs as well as proper service access space around the equipment. If either one or both of these conditions are not met, Fraser AIS reserves the right to suspend this protection plan until the power deficiency is corrected and or adequate service cnarp ie nrnvidarl EQUIPMENT LOCATION CARLISLE SYNTEC INC P O BOX 7000 CARLISLE, PA 17013 CONTACT PHONE FAX EMAIL SPECIAL INSTRUCTIONS BILL TO CARLISLE SYNTEC INC P O BOX 7000 17013 CARLISLE, PA 17013 Ken Miller 7171245-7000 AUTHORIZATION AUTHORIZED BY (PLEASE PRINT): SIGNATURE FOR APPROVAL: SIGNATURE TO DECLINE MAINTENANCE: Terms and Conditions TITLE DATE DATE 1. Term/Renewal: The term of this cost per copy (clicks/scans) agreement is 12 months. This agreement shall automatically renew for successive similar periods at the maintenance rate in effect at the time of renewal. Notice of the renewal rate will appear on the renewal invoice. Customers may terminate this agreement nt the end of anv hillina cycle by aivino 60 riavq nrior written nntirn All mmnliec in cngfnmer'q nnggeqqinn mngt M rehimeA nr invniceA I tnnn cancellatinn of Fraser EXTENDED WARRANTY Advanced Information Systems IN CONSIDERATION OF FULL PAYMENT, FRASER AIS WILL PERFORM MAINTENANCE SERVICE ON THE EQUIPMENT DESCRIBED SIIFLIFCT Tn THE TFRMC RFi OW TYPE OF PLAN: ? GOLD Excludes paper, toner collection bottles/bags, staples, fusing oil and network services ? SILVER Excludes paper, toner, toner collection bottles/bags, staples, fusing oil and network services Q BRONZE Excludes paper, toner, developer, drum, fusing rollers, toner collection bottles/bags staples, fusing oil and network services ? 90 Day Warranty Warranty service only Other EQUIPMEN11 COVERED EQUIPMENT ID COPIES / SCANS BASE RATE OVERAGE BILLED MODEL / BEGINNING INCLUDED IN PER OVERAGE RATE MONTHLY, SERIAL NUMBER INVOICE ACCESSORIES METER READING ALLOWANCE PER COPY/SCAN QUARTERLY OR PER MONTH PER MONTH ANNUALLY P 5500 PS LIV 6 3 year support by HP Next day $2,557.00 N/A i i 1. This agreement allows for an unlimited number of unscheduled maintenance calls, provided the calls are not a result of operator negligence. Fraser AIS responsibility with this agreement ceases if the equipment covered is repaired or adjusted by any person other than an authorized Fraser AIS technical representative, or the supplies used are not authorized or approved by Fraser AIS 2. Service shall be provided without additional charge 8:00 a.m. to 5:00 p.m. Monday through Friday (except National holidays). 3. The maintenance service plan includes all necessary parts with the following exceptions: a. Cassettes, master units, exit trays, work trays or any item that is not related to the electro-mechanical operation of the equipment. b. Parts damaged by fire, water, other acts of filature, misuse or negligence on the part of the customer or operators of the equipment c. photoconductors (master units) are considered supply itgms, not parts. Agreements include photoreceptor (drum) unless otherwise specified. d. Any software system or related connectivity support. 4. Maintenance with supplies agreements include toner, developer and master units. These agreements do not include paper and staples. 5. Renews automatically unless cancelled in writing by either party 30 days prior to expiration. Prices subject to change at renewal time. 6. It is the customer/user's responsibility to provide power that meets the specific equipment needs as well as proper service access space around the equipment. If either one or both of these conditions are not met, Fraser AIS reserves the right to suspend this protection plan until the power deficiency is corrected and or adequate service cnar.P is nrnvidxl. EQUIPMENT LOCATION BILL TO CARLISLE SYNTEC INC CARLISLE SYNTE_C INC P O BOX 7000 P O BOX 7000 CARLISLE, PA 17013 _ 17013 CARLISLE, PA 17013 CONTACT Ken Miller PHONE 717/245-7000 FAX EMAIL SPECIAL INSTRUCTIONS AUTHORIZATION AUTHORIZED BY (PLEASE PRINT): TITLE SIGNATURE FOR APPROVAL: SIGNATURE TO DECLINE MAINTENANCE: Terms and Conditions DATE DATE 1. Term/Renewai: The term of this cost per copy (clicks/scans) agreement is 12 months. This agreement shall automatically renew for successive similar periods at the maintenance rate in effect at the time of renewal. Notice of the renewal rate will appear on the renewal invoice. Customers may terminate this agreement at the, end of anv hillino rvele. by oivino Ftl love minr written nntire All cnnnlie,c in rnctnme,r'c nnacecainn meet hr re,tnrneri nr invnired T innn ranrellatinn of 00 ?o ?p ,,C C``s rv j a rr '? 0 SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2008-07124 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND SCOTT MICHAEL VS FRASER WILLIAM A INC ET AL R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: WILLIAM A FRASER INC D/B/A FRASER ADV INFORMATION SYSTEMS but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of BERKS County, Pennsylvania, to serve the within COMPLAINT & NOTICE On January 22nd , 2009 this office was in receipt of the attached return from BERKS Sheriff's Costs: So answer, Docketing 6.00 Out of County 9.00 Surcharge 10.00 R. Thoma i Dep Berks County 29.85 Sheriff of Cumberland County 01/22/2009 MCSHANE FIRM LLC Sworn and subscribe to before me this day of A. D. _? t 1 SHERIFF'S RETURN - REGULAR CASE NO: 2008-07124 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND SCOTT MICHAEL VS FRASER WILLIAM A INC ET AL NOAH CLINE , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon WILLIAM A FRASER INC D/B/A FRASER ADV INFORMATION SYSTEMS the DEFENDANT , at 0945:00 HOURS, on the 15th day of December-, 2008 at 5521 CARLISLE PIKE MECHANICSBURG, PA 17055 by handing to JOEL MARTIN, SALESMANAGER ADULT IN CHARGE a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge Sworn and Subscibed to before me this of So Answers: 18.00 9.90 .00 10.00 R. Thomas Kline .00 37.90 01/22/2009 MCSHANE FIRM LLC By: - ?? day Deputy Sheriff A.D. 71- : It In The Court of Common Pleas of Cumberland County, Pennsylvania Michael Scott VS. William A. Fraser No. 2008-7124 Civil Now, 1 2 / 5 / 0 8 , I, SHERIFF OF CUMBERLAND COUNTY, PA, do hereby deputize the Sheriff of Berks Co County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. ?j Sheriff of Cumberland County, PA Please mail return of service to Cumberland County Sheriff. Thank you. Affidavit of Service !r Now, within upon _ 20 , at o'clock M. served the at by handing to a copy of the original and made known to the contents thereof. So answers, Sheriff of Sworn and subscribed before me this day of , 20 COSTS SERVICE - MILEAGE AFFIDAVIT County, PA COUNTY OF BERKS, PENNSYLVANIA ??tiRTY*J SHERIFF'S DEPARTMENT w Nd?? '° Courthouse- 3 Floor 633 Court Street Phone: 610.478.6240 610.478.6222 Reading, PA 19601 7? $ Eric J. Weaknecht, Sheriff Anthony Damore, Chief Deputy AFFIDAVIT OF SERVICE DOCKET NO. 08-CIV-7124 COMMONWEALTH OF PENNSYLVANIA: COUNTY OF BERKS Personally appeared before me, MICHAEL KAUFMAN, Deputy for Eric J. Weaknecht, Sheriff of Berks County, 633 Court Street, Reading, Pennsylvania, who being duly sworn according to law, deposes and says that on DECEMBER 29, 2008 at 9:23 AM, he served the annexed COMPLAINT IN CIVIL ACTION upon WILLIAM A. FRASER, within named defendant, by handing a copy thereof to PAM WOLFGANG, PERSON IN CHARGE, at 320 PENN AVENUE, WEST READING, Berks County, Pa., and made known to defendant the contents thereof. DEPMTSHERIfF UFBERKS CO., PA Sworn and subscribed before me t1his 9TH day JANUARY, 2009 OTARY HUWff , REA G, BERKS CO., PA NOTARIAL SEAL REBECCA OXENREIDER Notary Public READING CITY, BERKS COUNTY My Commission Expires Feb 22, 2012 Service made as set forth above. So Answers, SHERI OF BERKS COUNTY, PA Sheriff's Costs in Above Proceedings $ 75.00 DEPOSIT $ 29.85 ACTUAL COST OF CASE $ 45.15 AMOUNT OF REFUND All Sheriff s Costs shall be due and payable when services are performed, and it shall be lawful for him to demand and receive from the party instituting the proceedings, or any part liable for the costs thereof, all unpaid sheriffs fees on the same before he shall be obligated by law to make return thereof. Sec. 2, Act of June 20, 1911, P.L/ 1072 Dedicated to public service with integrity, virtue & excellence www.countvofberks.com/sheriff PETERS & WASILEFSKI By: Charles E. Wasilefski, Esquire Attorney ID #21027 2931 North Front Street Harrisburg, Pennsylvania 17110-1250 [717] 238-7555, Ext. 110 Attorney for Defendant, William A. Fraser, Inc. d/b/a Fraser Advanced Information Systems MICHAEL SCOTT, IN THE COURT OF Plaintiff COMMON PLEAS FOR CUMBERLAND COUNTY, V. PENNSLYVANIA WILLIAM A. FRASER, INC. No. 08-7124 Civil Term d/b/a FRASER ADVANCED INFORMATION SYSTEMS, CIVIL ACTION - LAW Defendant NOTICE TO PLEAD TO: PLAINTIFF AND HIS COUNSEL YOU ARE REQUIRED to plead to the within Answer with New Matter within twenty (20) days of service hereof, or a default judgment may be entered against you. PETERS & WASILEFSKI CHARLES E. WASILEFSKI Attorney ID #21027 2931 North Front Street Harrisburg, PA 17110 [717] 238-7555 Attorney for Defendant Dated: February 9, 2009 I I PETERS & WASILEFSKI By: Charles E. Wasilefski, Esquire Attorney ID #21027 2931 North Front Street Harrisburg, Pennsylvania 17110-1250 [7171238-7555, Ext. 110 Attorney for Defendant, William A. Fraser, Inc. d/b/a Fraser Advanced Information Systems MICHAEL SCOTT, Plaintiff V. WILLIAM A. FRASER, INC. . d/b/a FRASER ADVANCED INFORMATION SYSTEMS, Defendant IN THE COURT OF COMMON PLEAS FOR CUMBERLAND COUNTY, PENNSLYVANIA No. 08-7124 Civil Term CIVIL ACTION - LAW ANSWER WITH NEW MATTER FILED BY DEFENDANT, WILLIAM A. FRASER, INC. d/b/b FRASER ADVANCED INFORMAITON SYSTEMS, TO PLAINTIFF'S COMPLAINT NOW COMES, Defendant, William A. Fraser, Inc. d/b/a Fraser Advanced Information Systems ("Fraser"), by and through its attorneys, Peters & Wasilefski, and answers Plaintiff's Complaint as follows: 1. Defendant, Fraser, denies the allegations contained in Paragraph 1 of Plaintiffs Complaint. After reasonable investigation, Defendant, Fraser, is without knowledge or information sufficient to form a belief as to the truth of said allegations and proof thereof is demanded at trial. In further answer, Defendant, Fraser, denies said allegations pursuant to Pa. R. C.P. 1029(e). 2. Defendant, Fraser, admits the allegations contained in Paragraph 2 of Plaintiff s Complaint. 3. Defendant, Fraser, admits the allegations contained in Paragraph 3 of Plaintiff's Complaint. 4. Defendant, Fraser, admits the allegations contained in Paragraph 4 of Plaintiff's Complaint. 5. Defendant, Fraser, admits the allegations contained in Paragraph 5 of Plaintiff's Complaint. In further answer, Plaintiff was employed by Defendant, Fraser, pursuant to an Employment and Non-Compete Agreement dated June 22, 2004 that was signed on June 30, 2004. A copy of the Employment and Non-Compete Agreement is attached hereto as Exhibit "1". 6. Defendant, Fraser, denies the allegations contained in Paragraph 6 of Plaintiff's Complaint as stated. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. Further, said allegations are an interpretation of a written agreement that speaks for itself. To the extent that an answer may be necessary, Defendant, Fraser, states that in accordance with Section 3 of the Employment Agreement, any compensation package "... is subject to periodic revision by Employer at Employer's discretion." Additionally, also applicable to the employees compensation is that "He shall only be entitled to commissions if Employer so informs him in writing". Additionally, Plaintiff had been informed that compensation would be made in accordance with a Sales Compensation Program, which would be a part of the Employment Agreement. See Fraser Advanced Information 2 Systems Sales Compensation Program 2006 ("Compensation Program") attached hereto as Exhibit "2". For the time in question in this matter, the relevant Compensation Program included the following provision: The company reserves the right to make any final decisions in any interpretation of the plan. Management reserves the rights ! under any and all circumstances or conditions whatsoever to alter, rezone, re-assign, appoint agents, dealers, special representatives; to create, divide and assign new territories; to change commission rates, alter, withhold commissions, adjust and charge back over- allowance, or sell direct, create special or house accounts and meet competition at Management's discretion. Any situation not covered in this plan will be handled at Management's discretion. 7. Defendant, Fraser, denies the allegations contained in Paragraph 7 of Plaintiff's Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required.!, Further, said allegations are an attempt to interpret a written document which speaks for, itself. To the extent that a further answer may be necessary, the pertinent Compensation Program specifically states that: Commission will be calculated based on orders invoiced with all required paperwork completed and forwarded to Comrlnission Administrator. Commission is paid on paid business. 8. Defendant, Fraser, denies the allegations contained in Paragraph 8 of Plaintiff s Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. Further, said allegations are an attempt to interpret a written document which speaks for itself. To the extent that a further answer may be necessary, it should be noted that said description of 3 compensation is subject to the limiting provisions set forth in the section on Plan Revisions, which states: Management reserves the rights under any and all circumstances or conditions whatsoever to alter, rezone, re-assign, appoint ajgents, dealers, special representatives; to create, divide and assign new territories; to change commission rates, alter, withhold commissions, adjust and charge back over-allowance... Depending upon the circumstances, Defendant, Fraser, reserved the right to "change commission rates, alter, withhold commissions" and in the instant matter, circumstances existed that required Defendant, Fraser, to impose this provision. 9. Defendant, Fraser, admits the allegations contained in Paragraph 9 of Plaintiff's Complaint. However, it should be noted that Plaintiff was riot the person responsible for making this sale and was at best only a minor secondary player in this transaction. 10. Defendant, Fraser, admits the allegations contained in Paragraph 10 of Plaintiff's Complaint. However, it should be noted that Plaintiff was not the person responsible for making this sale and was at best only a minor secondary) player in this transaction. 11. Defendant, Fraser, admits the allegations contained in Paragraph 11 of Plaintiff's Complaint. However, territory is only one criteria in determining whether a sales person is entitled to a commission on a sale. As indicated above, management has the right to "change commission rates, alter or withhold commissions" depending upon the circumstances of the sale. 12. Defendant, Fraser, admits the allegations contained in Paragraph 12 of 4 Plaintiffs Complaint. . However, it should be noted that Plaintiff was not the person responsible for making this sale and was at best only a minor secondary player in this transaction. 13. Defendant, Fraser, admits in part and denies in part the allegations contained in Paragraph 13 of Plaintiff's Complaint. It is admitted that Plaintiff attended a few meetings with Mr. Miller along with his supervisor, Joel Martin, but did not attend all meetings involving this account. In further answer, it was Joel Marti that was the lead sales person on this account and responsible for making this sale. It Iis denied that Plaintiff attended all meetings with Mr. Miller. It is further denied than Plaintiff was instrumental in making this sale. At best, he was a secondary player and performed clerical work at the close of the sale. 14. Defendant, Fraser, denies the allegations contained in P Plaintiff's Complaint. After reasonable investigation, Defendant, Fra knowledge or information sufficient to form a belief as to the truth of said proof thereof is demanded at trial. In further answer, if such conversat they were to perform clerical work and schedule meetings for Mr. N Miller. graph 14 of , is without egations and s took place ;in with Mr. 15. Defendant, Fraser, admits the allegations contained in Paragraph 15 of Plaintiffs Complaint. As indicated above, Plaintiff performed this clerical function and prepared the documentation that was submitted to Mr. Miller. 16. Defendant, Fraser, admits the allegations contained in Paragraph 16 of Plaintiff's Complaint. However, it should be noted that Plaintiff was not the person 5 responsible for making this sale and was at best only a minor secondary player in this transaction. It should be further noted that this item set forth on Exhibit "C'P to Plaintiff's Complaint specifically has a note that states: "Per mgmt. split this commission 50/50 w/Joel Martin." This was done in accordance with management's ri4ht to review circumstances and "change commission rates, alter, withhold commissions" to meet the circumstances of the sale. 17. Defendant, Fraser, admits the allegations contained in Pa?agraph 17 of Plaintiff's Complaint. However, it should be noted that Plaintiff was not the person responsible for making this sale and was at best only a minor secondary player in this transaction. It was Joel Martin that was responsible for making this sale. 18. Defendant, Fraser, admits the allegations contained in P4agraph 18 of Plaintiff's Complaint. However, it should be noted that Plaintiff was responsible for making this sale and was at best only a minor transaction. It was Joel Martin that was responsible for making this sale. 19. Defendant, Fraser, admits the allegations contained in Plaintiff's Complaint. 20. Defendant, Fraser, admits the allegations contained in the person player in this 19 of 20 of Plaintiff's Complaint. In further answer, upon review of the Commission Work Sheet, upper management made the determination that the sale was actually (made by Joel Martin and made the discretionary decision to split this commission as stated on Exhibit "C" to Plaintiff's Complaint. 21. Defendant, Fraser, admits the allegations contained in Paragraph 21 of 6 Plaintiff's Complaint. In further answer, upon review of the Commission! Work Sheet, upper management made the determination that the sale was actually made by Joel Martin and made the discretionary decision to split this commission as stated on Exhibit "C" to Plaintiff's Complaint. 22. Defendant, Fraser, admits the allegations contained in Pa?agraph 22 of Plaintiff's Complaint. 23. Defendant, Fraser, denies the allegations contained in Pkagraph 23 of Plaintiff's Complaint. To the contrary, no commission was due on thO basis of the Invoice Activity Statement attached to the Complaint as Exhibit "E". To the contrary, at that point no commission is due until payment is made on the invoices. 'Therefore, no commission was calculated that was due at that time. 24. Defendant, Fraser, admits the allegations contained in Paragraph 24 of Plaintiff's Complaint. In further answer, said determination as to the split in the commission was made in accordance with the Compensation Program then ?in existence. 25. Defendant, Fraser, denies the allegations contained in Pa?agraph 25 of Plaintiff's Complaint. After reasonable investigation, Defendant, Fraser, is without knowledge or information sufficient to form a belief as to the truth of said allegations and proof thereof is demanded at trial. 26. Defendant, Fraser, denies the allegations contained in Paragraph 26 of Plaintiffs Complaint. After reasonable investigation, Defendant, Fraser, is without knowledge or information sufficient to form a belief as to the truth of said allegations and proof thereof is demanded at trial. However, Plaintiff should have been a*are of the fact 7 that he was not responsible for the sale in question. 27. Defendant, Fraser, admits the allegations contained in Paragraph 27 of Plaintiff's Complaint. In further answer, the commission on this sale was., also made in accordance with the provisions of the Compensation Program. 28. Defendant, Fraser, admits the allegations contained in Paragraph 28 of Plaintiff s Complaint. However, the Compensation Program also provided that management, at its discretion, may "change commission rates, alter, withhold commissions" if it is determined that circumstances require such action. 29. Defendant, Fraser, admits the allegations contained in Paragraph 29 of Plaintiffs Complaint. However, it is stated that the Compensation Program was not changed. 30. Defendant, Fraser, denies the allegations contained in Paragraph 30 of Plaintiffs Complaint. Plaintiff was paid his commission in accordance w?th the January Commission Statement that is Exhibit "F" to Plaintiff s Complaint. COUNTI BREACH OF CONTRACT 31. Defendant, Fraser, incorporates its answers as contained i? Paragraphs 1 through 30 above as if fully rewritten herein in response to Paragraph 31 of Plaintiffs Complaint. 32. Defendant, Fraser, denies the allegations contained in Paragraph 32 of Plaintiff s Complaint. To the contrary, in accordance with the applicable Sales 8 Compensation Plan, Plaintiff was paid Nine Thousand Nine Hundred twenty-seven Dollars and Twenty-seven Cents ($9,927.27), which represented his commission on the sale in question. 33. Defendant, Fraser, denies the allegations contained in Pa?agraph 33 of Plaintiffs Complaint. To the contrary, any payment made to Joel accordance with the provisions of the applicable Compensation Plan. unilateral decision. 34. Defendant, Fraser, admits the allegations contained in was in It was not a 34 of Plaintiff s Complaint. In further answer, there was no change in the Sales Compensation Plan and any commission payments were made in accordance with the previsions of the applicable Compensation Plan. 35. Defendant, Fraser, admits the allegations contained in Paragraph 35 of Plaintiffs Complaint. In further answer, upon review of the Commission Work Sheet, upper management made the determination that the sale was actually made by Joel Martin and made the discretionary decision to split this commission as stated on Exhibit "C" to Plaintiff s Complaint. 36. Defendant, Fraser, admits the allegations contained in Paragraph 36 of Plaintiffs Complaint. It should be noted that on the other sales, Plaintiff was the salesman responsible for the sale. In the instant matter, Joel Martin was primarily responsible for making the subject sale and Plaintiff only provid$d clerical or administrative actions to support the sale made by Mr. Martin. 37. Defendant, Fraser, denies the allegations contained in Paragraph 37 of 9 Plaintiff's Complaint. To the contrary, Joel Martin was the person responsible for making this sale. Plaintiff played only a secondary role in the sale and performed only clerical and administrative functions to support the sale made by Mr. Martin. 38. Defendant, Fraser, admits the allegations contained in Paragraph 38 of Plaintiffs Complaint. However, it should be noted that Plaintiff was not the person responsible for making this sale and was at best only a minor secondary player in this transaction. 39. Defendant, Fraser, admits the allegations contained in Paragraph 39 of Plaintiff's Complaint. However, it should be noted that Plaintiff was not the person responsible for making this sale and was at best only a minor secondary player in this transaction. 40. Defendant, Fraser, denies the allegations contained in Paragraph 40 of Plaintiff's Complaint. To the contrary, in accordance with the applicable Sales Compensation Program, Plaintiff was entitled to Nine Thousand Nine Hundred Twenty- seven Dollars and Twenty-seven Cents ($9,927.27), on a sale that was made by Joel Martin. 41. Defendant, Fraser, denies the allegations contained in Paragraph 41 of Plaintiffs Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. To the extent that an answer may be necessary, it is specifically denied that Defendant, Fraser, breached its contract with Plaintiff. To the contrary, Plaintiff was paid an appropriate commission in accordance with the applicable Compensation Program. 10 42. Defendant, Fraser, denies the allegations contained in Paragraph 42 of Plaintiffs Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. To the extent that an answer may be necessary, it is specifically denied that Defendant, Fraser, breached its contract with Plaintiff. To the contrary, Plaintiff was paid an appropriate commission in accordance with the applicable Compensation Program. It is further denied that Plaintiff suffered any loss of income. To the contrary, Plaintiff was paid all income that was due to him as a result of the subject sale. WHEREFORE, Defendant, Fraser, demands that Plaintiffs Complaint be dismissed. COUNT II VIOLATION OF THE WAGE PAYMENT AND COLLECTION LAW 43. Defendant, Fraser, incorporates its answers as contained in Paragraphs 1 through 42 above as if fully rewritten herein in response to Paragraph 43 of Plaintiffs Complaint. 44. Defendant, Fraser, admits the allegations contained in Paragraph 44 of Plaintiff s Complaint. 45. Defendant, Fraser, denies the allegations contained in Paragraph 45 of Plaintiffs Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. Further, said allegations are a self serving interpretation of a specific law of the Commonwealth of 11 Pennsylvania. To the extent that an answer may be necessary, it is denied that Plaintiff is due any wages under the facts and circumstances of this case and therefore the Wage Payment and Collection Act, 43 P.S. Section 260.1 et seq. has no application to the facts and circumstances of this case. 46. Defendant, Fraser, denies the allegations contained in Paragraph 46 of Plaintiff's Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. Further, said allegations are a self serving interpretation of a specific law of the Commonwealth of Pennsylvania. To the extent that an answer may be necessary, the definition of "Wages" pursuant to the Wage Payment and Collection Act "includes all earnings of an employee, regardless of whether determined on time, task, piece, commission or other method of calculation...." 43 P.S. Section 260.2a. However, it is denied that Plaintiff is due any wages under the facts and circumstances of this case and therefore the Wage Payment and Collection Act, 43 P.S. Section 260.1 et seq. has no application to the facts and circumstances of this case. 47. Defendant, Fraser, denies the allegations contained in Paragraph 47 of Plaintiff's Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. Further, said allegations are a self serving interpretation of a specific law of the Commonwealth of Pennsylvania. To the extent that an answer may be necessary, it is denied that Plaintiff is due any wages under the facts and circumstances of this case and therefore the Wage Payment and Collection Act, 43 P.S. Section 260.1 et seq. has no application to the facts 12 and circumstances of this case. 48. Defendant, Fraser, denies the allegations contained in Paragraph 48 of Plaintiff's Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. Further, said allegations are a self serving interpretation of a specific law of the Commonwealth of Pennsylvania. To the extent that an answer may be necessary, it is denied that Plaintiff is due any wages under the facts and circumstances of this case and therefore the Wage Payment and Collection Act, 43 P.S. Section 260.1 et seq. has no application to the facts and circumstances of this case. 49. Defendant, Fraser, denies the allegations contained in Paragraph 49 of Plaintiff's Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. Further, said allegations are a self serving interpretation of a specific law of the Commonwealth of Pennsylvania. To the extent that an answer may be necessary, it is denied that Plaintiff is due any wages under the facts and circumstances of this case and therefore the Wage Payment and Collection Act, 43 P.S. Section 260.1 et seq. has no application to the facts and circumstances of this case. 50. Defendant, Fraser, denies the allegations contained in Paragraph 50 of Plaintiff's Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. Further, said allegations are a self serving interpretation of a specific law of the Commonwealth of Pennsylvania. To the extent that an answer may be necessary, it is denied that Plaintiff is 13 due any wages under the facts and circumstances of this case and therefore the Wage Payment and Collection Act, 43 P.S. Section 260.1 et seq. has no application to the facts and circumstances of this case. Further, the section cited specifically relates to circumstances where there is an attempt to circumvent the Act through an agreement. In the instant case, the Agreement between the parties establishes the basis for any commission and the rights of management to establish commission rates related to specific transactions. The provision cited by Plaintiff has no application to the facts and circumstances in this case. 51. Defendant, Fraser, denies the allegations contained in Paragraph 51 of Plaintiff's Complaint. To the contrary, Joel Martin was the person responsible for making this sale. Plaintiff played only a secondary role in the sale and performed only clerical and administrative functions to support the sale made by Mr. Martin. 52. Defendant, Fraser, admits the allegations contained in Paragraph 52 of Plaintiff's Complaint. However, it should be noted that Plaintiff was not the person responsible for making this sale and was at best only a minor secondary player in this transaction. 53. Defendant, Fraser, admits the allegations contained in Paragraph 53 of Plaintiff's Complaint. However, it should be noted that Plaintiff was not the person responsible for making this sale and was at best only a minor secondary player in this transaction. 54. Defendant, Fraser, admits the allegations contained in Paragraph 54 of Plaintiff's Complaint. However, it should be noted that Plaintiff was not the person 14 responsible for making this sale and was at best only a minor secondary player in this transaction. 55. Defendant, Fraser, admits the allegations contained in Paragraph 55 of Plaintiff's Complaint. However, it should be noted that Plaintiff was not the person responsible for making this sale and was at best only a minor secondary player in this transaction. 56. Defendant, Fraser, denies the allegations contained in Paragraph 56 of Plaintiff's Complaint. To the contrary, Plaintiff was paid commission on the subject sale in accordance with the applicable Compensation Plan and is not due or owing any additional wages. It is further denied that Defendant, Fraser, is unlawfully withholding wages from Plaintiff. To the contrary, Defendant, Fraser, has fully compensated and paid all wages due and owing to Plaintiff. 57. Defendant, Fraser, denies the allegations contained in Paragraph 57 of Plaintiff's Complaint. Defendant, Fraser, is advised and therefore avers that said allegations are conclusions of law to which no further answer is required. To the extent that an answer may be necessary, Defendant, Fraser, specifically denies that it has unlawfully withheld wages from Plaintiff. To the contrary, Defendant, Fraser, has fully paid all wages to Plaintiff and does not owe any additional wages to Plaintiff. It is further denied that Defendant, Fraser, owes liquidated damages in an amount equal to twenty- five percent (25%) of alleged wages due plus attorneys' fees and costs. To the contrary, under the facts and circumstances of this case, Defendant, Fraser, does not owe any wages to Plaintiff and therefore does not owe liquidated damages. In further answer, 15 because there are no wages owed to Plaintiff, the Wage Payment and Collection Act has no application to the facts and circumstances of this case. WHEREFORE, Defendant, Fraser, demands that Plaintiff's Complaint be dismissed. NEW MATTER 58. On or about June 30, 2004, Plaintiff and Defendant, Fraser, entered into an Employment and Non-Compete Agreement, attached hereto and marked Exhibit "1". 59. It is stated in the Employment and Non-Compete Agreement that: The following provisions also apply to employees' compensation: (a) He shall only be entitled to commissions if Employer so informs him in writing; 60. For the year 2006, the compensation program for sales personnel employed by Defendant, Fraser, is contained in the Compensation Program, attached hereto and marked Exhibit 112". 61. At all times relevant to this matter, Plaintiff's compensation was based upon the Compensation Program, attached hereto and marked Exhibit "2". 62. The Compensation Plan provided that: The company reserves the right to make any final decisions in any interpretation of the plan. The company reserves the right to alter or discontinue the plan at any time. Management reserves the rights under any and all circumstances or conditions whatsoever to alter, rezone, re-assign, appoint agents, dealers, special representatives; to create, divide and assign new territories; to change commission rates, alter, withhold commissions, adjust and charge back over-allowance, or sell direct, create special or house 16 accounts and meet competition at Management's discretion. Any situation not covered in this plan will be handled at Management's discretion. [Emphasis added]. 63. On the sale in question in this matter, the primary sales person was Joel Martin. Mr. Martin was the lead person in all discussions and negotiations with the customer, Carlisle Syntec. 64. The relationship with the customer, Carlisle Syntec, and all discussions leading to the sale were controlled by Joel Martin. 65. Mr. Martin expended significant energy in developing the relationships and in making this sale. 66. Plaintiff performed mostly administrative functions with regard to the sale in question and was not instrumental in making this sale. 67. As a result of this situation, upon reviewing the circumstances surrounding this sale and based upon the management discretion set forth in the Compensation Plan, a Vice President of Defendant, Fraser, made the decision to split the commission. Plaintiff was given a portion of the commission only because the sale was made in his territory. He was not given a commission on this sale because of any affirmative actions on his part to make the sale. 68. Plaintiff was paid commission on the subject sale in accordance with his Employment Agreement and the Compensation Plan. 69. Defendant, Fraser, did not breach its agreement with Plaintiff. 70. Defendant, Fraser, is not liable to Plaintiff pursuant to the provisions of the Wage Payment and Collections Act, 43 P.S. Section 260.1 et seq. 17 71. When Plaintiff left the employment with Defendant, Fraser, he had been paid all compensation due and owing to him, including all commissions earned pursuant to the Compensation Plan. 72. Under the circumstances of this case, the Wage Payment and Collections Act, 43 P.S. Section 260.1 et seq. has no application. WHEREFORE, Defendant, Fraser, demands that Plaintiff's Complaint be dismissed. PETERS & WASILEFSKI By: (3" 1 Charles E. Wasilefski Attorney ID #21027 2931 North Front Street Harrisburg, PA 17110-1250 [717] 238-7555, Ext. 110 Attorney for Defendant, Fraser Advanced Information Systems, Inc. Date: February 9, 2009 18 VERIFICATION I hereby affirm that the following facts are correct: William A. Fraser, Inc. d/b/a Fraser Advanced Information Systems is a Defendant in the foregoing action and I am authorized to execute this verification on their behalf. The attached Answer with New Matter is based upon information which I have furnished to my counsel and information which has been gathered by my counsel in preparation of the defense of the lawsuit. The language of the Answer with New Matter is that of counsel and not of me. I have read the Answer with New Matter and to the extent that the Answer with New Matter is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent that the content of the Answer with New Matter is that of counsel, I have relied upon counsel in making this verification. I hereby acknowledge that the facts set forth in the aforesaid Answer with New Matter are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Dated:.), '' CERTIFICATE OF SERVICE This is to certify that I, Pamela J. Crum, a Le all Assistant in the law offices of Peters & Wasilefski, have this day of , 2009, served a true and correct copy of the foregoing ANSWER WITH NEW MATTER FILED BY DEFENDANT, WILLIAM A. FRASER, INC., d/b/a FRASER ADVANCED INFORMATION SYSTEMS, TO PLAINTIFF'S COMPLAINT upon all parties by depositing same, at Harrisburg, Pennsylvania, in the United States mail, first class, postage prepaid, addressed as follows: Timothy M. Barrouk, Esquire THE McSHANE FIRM, LLC 4807 Jonestown Road Suite 148 Harrisburg, Pennsylvania 17109 Pamela J. Crum EMPLOYMENT AGREEMENT AND NON-COMPETE AGREEMENT Agreement- made this 22nd day of June, ,.2004 by and between William A. Fraser, Inc. ("Employer"), a Pennsylvania corporation trading as "Fraser Advanced Information Systems" with principal places of business at 320 Penn Avenue, West Reading, PA 19611 , 2158 Avenue C., Bethlehem, PA 18017, 600 Clark Avenue, King of Prussia, PA 19406, and 5521 Carlisle Pike, Mechanicsburg, PA 17055 and Michael T. Scott ("Employee") an individual residing at 413 Herman Avenue, Lemoyne, PA 17043. BACKGROUND Employee is hereby employed by Employer as a digital sales consultant. In connection with such employment, Employee has learned certain valuable Information regarding Employer's business. Employer and Employee have agreed it Is In their mutual best interests to enter this Agreement. Employee acknowledges he/she has been advised in advance of the taking of this employment of the terms of this Agreement, and further acknowledges that he/she has been advised of the request to enter into this Agreement before, taking this employment. initial 1 JO _ Date: G ?d d 7 Now, THEREFORE, and intending to be legally bound hereby, the parties hereto agree as follows: Section 1. EMPLOYMENT. Subject to the terms and conditions hereof, Employer hereby employs Employee. Employee shall carry out the duties normally associated with such position, as per the job description, subject, however, in all cases to the direction and control of Employer's President and Board of Directors. Employee warrants that all information provided by employee in applying for employment is true and correct. Section 2. STANDARD OF PERFORMANCE. Employee accepts employment with Employer on the terms and conditions herein set forth. Employee agrees to serve Employer diligently and faithfully, to perform all duties to the best of hls/her ability, and to devote full time and best efforts to the conduct of Employer's business. Employee agrees at all times during the performance of this Agreement strictly to adhere to and obey all of the rules and regulations now in effect or subsequently modified governing the conduct of the company's Employees. Employee agrees to perform to the best of his or her ability and experience, all of the duties and obligations either expressly or implicitly required by the terms of this Agreement at all times loyally and conscientiously. Section 3. COMPENSATION. During Employee's employment by Employer, Employee shall be compensated in accordance with schedule A, which Is attached hereto and which is subject to periodic revision by Employer at Employer's discretion. Compensation shall be paid to Employee at such intervals as Employer regularly compensates Its other employees. The following provisions also apply to employees' compensation: (a) He shall only be entitled to commissions If Employer so informs him in writing; (b) No commission ''will be earned or payable until the goods or services underlying such commission have been performed, shipped, installed and paid for in full; (c) No commission will be earned or payable on goods or services refused or returned by the customer thereof (the decision of whether to accept any such return or refusal shall be exclusively made by Employer in its sole discretion); (d) if goods or services underlying a commission are returned following the payment of any commission, Employee shall either return such commission to Employer or, at Employer's election, permit Employer to credit any such commission against amounts otherwise due Employee; (e) In the event Employee's employment with Employer is terminated for any reason, no commission of any nature shall be payable unless fully earned in accordance with the terms of this Agreement. Payment of such fully earned commission shall be made at the next regular pay day for such commissions, but only after appropriate adjustments for returns, refusals, cancellations, allowances, delinquent accounts or any other adjustments have been made. Any accounts for goods and services not paid within one hundred and twenty (120) days of such termination shall be deemed delinquent and no commission shall be payable thereon. In the event Employee generates any unperformed orders prior to the termination of his employment with Employer that would otherwise generate a commission to Employee, employee shall only be paid, as aforesaid, one-half of such commission; (f) He will not hold Employer liable or have any claim agairTst Employer based, on commissions, or otherwise, as a result of; (i) Employer's failure to. meet a delivery date; (ii) defects in goods or services of Employer; or, (III) other factors which may cause nonpayment or a reduced payment on any sale generated by Employee; and (g) In the event Employee's employment with Employer is terminated for any reason, Employee shall, upon the request of Employer, immediately remit to Employer all advances or draws that Employer has paid to Employee in excess of any commission earned by Employee, if any, in accordance herewith. Employer may, at its election, credit any such excess draws or commissions against any amounts, if any, payable to Employee pursuant to sub-section (e) above. Section 4. TERMINATION AT WILL. Employee understands and agrees that Employee's employment with Employer Is at will and may be terminated at any time. Nothing in this Employment Agreement or any subsequent modification or variation hereto shall confer upon the Employee any right to continue his/her employment with the Employer and shall Interfere with or restrain in any way the right hereby expressly reserved by the Employer to terminate Employee's employment at any time for any reason whatsoever, with or. without cause, and with or without advance notice. Employee shall not be entitled to any severance pay or comparable payment upon any such termination, unless otherwise expressly set forth in written policies of Employer In effect from time to time. Accordingly, except as expressly set forth herein, Employee's right to any form of compensation or car allowance shall stop as of the date of such termination, in no event shall Employee be entitled to any trips, bonus or contest award payments not paid or taken prior to the termination of his employment with Employer. It is expressly understood and agreed that the termination of this.Agreement shall not effect the Employee's obligations under paragraphs 4 through 7 of this Agreement. Section 5. OWNERSHIP MATERIAL. (a) All right, title and interest of every kind in and to all formulae, methods, inventions, patents, trademarks, customer lists, marketing information, copyrights, computer software, improvements, developments, modifications, literary works, creations and properties, regardless of reduction to practice or patentability fail of the foregoing shall herein collectively and singularly be referred to as "Inventions") developed, created, produced or Invented by Employee during his employment with Employer shall, as all purposes of Employer. The foregoing shall apply (1) whether the Inventions were conceived solely by Employee or by Employee jointly with others and (ii) whether or not the inventions were created during normal-;working hours. Employee shall have no right, title and interest of any kind or nature in or to such inventions, or In and to any proceeds therefrom. (b), Employee agrees to promptly, without request or upon request, disclose to Employer all inventions, which Employee solely or jointly conceives during his employment with Employer or during one year thereafter, or in which Employee acquires any property interest during his employment with Employer or during one year thereafter. (c) Employee hereby assigns and transfers to Employer all Inventions, conceived or developed by Employee (whether solely by Employed or jointly with others) during his employment with Employer and during one year thereafter. Employee represents and agrees that all Inventions, formulae, patents, patent applications, trademarks, copyrights, ideas and products that Employee has either developed or come to own prior to this employment with Employer or that Employer and Employee have agreed not to make subject to this Agreement are as follows: (d) All records, reports, plots, sketches, pians,,notes, diaries or other documents and copies of any of the foregoing, relating to Employer's operations, business or any Inventions, made by or otherwise acquired by Employee during his employment with Employer shall be the exclusive property of Employer. Employee shall surrender all such plots, sketches, plans, records, reports, notes, diaries and other documents to Employer upon the termination of Employee's employment by Employer or before if so requested by Employer. Employee shall keep such records, diaries, logs and other reports as Employer requests relating to Employee's services to Employer or relating to any invention Employee solely, or jointly with others, conceives during his employment by Employer or during the one year period referred to above. (e) Employee agrees during and after his employment with Employer to execute any and all documents that Employer may deem necessary and appropriate to effectuate the provisions of the Section 4. Without limitation to the foregoing sentence, Employee shall execute all documents and render such assistance as may be reasonably requested by Employer for the purpose of securing and enforcing United states (federal and state) and foreign patents, copyrights, trademarks and other legal protections covering the Inventions that become Employer's property pursuant to the terms of this Section 4 and to take other steps reasonably requested by Employer in order to protect and enforce Employer's rights to such Inventions. (f) In the event Employee's employment with Employer Is terminated for any reason, Employee shall immediately return to Employer all property of Employer in the possession of Employee, including, without limitation, all records, manuals, sales and promotional materials, equipment and supplies. if Employee fails to so deliver such property, Employer may, in Its sole discretion, charge Employer or credit any amounts due Employee, Employer's list price for any such equipment and supplies and/or one Hundred Dollars ($100.00) for any such sales and promotional materials. Section 6. BUSINESS SECRETS. Employer is in the business of marketing, distributing, selling and servicing office machines, equipment and supplies and has built up an established and extensive trade and reputation In the Industry. Employee acknowledges that (a) the identity and particular needs of Employer's customers are not generally known in the industry; (b) Employer has a proprietary Interest in its customer information, including customer lists; (c) documents and information regarding Employer's customers are highly confidential and constitute trade secrets ("confidential Information'), and (d) Employee will have access to all of the foregoing In the course of employment relationship. Employee agrees that he will not during his employment by employer or any time thereafter, make use of or divulge to any other person, firm or corporation any trade or business secret, or any confidential Invention, research, formula, apparatus, customer information, data, marketing information, process, method or means, or any other confidential information concerning the business or policies of Employer or Its affiliates, that Employee may have learned as a result of his employment by Employer. Section 7. RESTRICTIVE COVENANT. For a period -of one year after the termination of Employee's employment with employer (regardless of the cause of such termination), Employee shall not, with a radius of twenty (20) miles from either of Employer's above-described places of business, directly or indirectly, own, manage, operate, control, be employed by, participate In, or be connected In any manner with the ownership, management, operation, or control of any business competitive with or similar to the type of business conducted or planned to be conducted by Employer at the time of such termination. Moreover, during the two-year,perlod following the termination for any reason of Employee's employment with Employer, Employee shall not: (a) directly or indirectly request any of Employer's or any of Employer's affiliates customers to curtail or cancel their business with Employer or such affiliate or; (b) directly or indirectly, solicit or accept any business from any person or entity that was a customer of Employer or Employer's affiliates during the time of or at the termination of Employee's employment with Employer. If Employee voluntarily terminates his employment with Employer at any time, Employee shall reimburse Employer upon demand for all expenses incurred by employer within six (6) months prior to such termination in connection with the training of Employee. Section 8. ENFORCEMENT. A. Reasonableness of Restrictions. Employee acknowledges that compliance with all covenants and agreements set forth in this Agreement is reasonable and necessary to protect the legitimate business interests of Employer, Including the Employer's goodwill. B. Irreparable Harm. Employee acknowledges that a breach of employee's obligations hereunder will result in irreparable and continuing damage to Employer for which there is no adequate remedy at law, c. Extension of Covenants. in the event of the violation by Employee of any one or more of the covenants contained in paragraph 6 through 8, it Is agreed that the terms of each such covenants so violated shall be automatically extended for a period of eighteen (18) months from the date on which Employee permanently ceases such violation or for a period of eighteen (18) months from the date of the entry by a court of competent jurisdiction of a final order or judgment enforcing such covenant(s), whichever period Is later. D. I lunctive Relief. Employee agrees that in the event of any breach of restrictive covenants contained herein, Employer shall be entitled to seek, from any court of competent jurisdiction, preliminary and permanent injunctive relief to restrain the violation of the terms hereof by Employee, and all persons acting for or on Employee's behalf. E. Attorneys Fees, In the event it becomes necessary for Employer to institute a suit at law or In equity for the purposes of enforcing any of the provisions of this Agreement, Employer shall be entitled to recover from Employee, Employer's reasonable attorneys' fees plus court costs and expenses. section 9. REIMBURSEMENT TO EMPLOYER. A. Training Costs. Employer agrees to provide Employee with such training as is necessary to the Employee's performance of his or her duties at Employer's expense. However, in the event that employment is terminated by either Employer or Employee for any reason within one (1) year of such training, Employee shall reimburse Employer pro rata for the cost of said training. this provision is not to be construed as a promise of continued employment for one (1) year, or for any period whatsoever. B. Placement/Relocation Expenses. In the event that employment is terminated by either party for any reason within the first 12 months, Employee agrees to reimburse Employer pro rata for any placement fee or relocation fee paid by the Employer for or on behalf of Employee. C. Withholdina from Final Paycheck. Employee expressly authorized Employer to withhold and deduct from Employee's final wages any amounts owed by Employee to Employer at the time of Employee's termination of employment, Including but not limited to, any draw deficiencies, reimbursement for unearned commissions, the value of unreturned or damaged company property, any parts, supply and/or Inventory shortages responsibility of which has been placed in the hands of Employee and, if employment is terminated for any reason within the first 12 months, the pro rata costs of training and reimbursement for any placement or relocation-fee paid by Employer for or on behalf of Employee. Employee further expressly agrees to repay to Employer any additional sums owed by Employee to Employer (above'that which can be withheld or on behalf of Employee. Employee further expressly agrees to repay to Employer any additional sums owed by Employee to Employer (above that which can be withheld) Immediately upon termination of Employee's employment. Employee agrees that this paragraph waives and supersedes any federal, state or local laws to the contrary. Section 10. MISCELLANEOUS COVENANTS. (a) Employee agrees that for so long as he is employed by Employer he will devote his full time and best efforts to the performance of his duties with Employer and will not engage in any other employment or occupation without Employer's prior written approval. (b) Employee shall make no representations or warranties relating to the operations, business or any Inventions of Employer, or any product offered by Employer, without the prior written consent in each case of Employer's President and Board of Directors. In no event shall Employee in any way contractually bind or attempt to contractually bind Employer without first obtaining Employer's written consent. (c) This Agreement shall inure to the benefit of and shall be binding upon the heirs, personal representatives, successors and assigns of the parties hereto. (d) This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. (e) All of the provisions of this Agreement shall survive the termination of Employee's employment by Employer, regardless of the reason for such termination. (f) The parties hereto recognize that the covenants set forth in this Agreement are special and unique and, in the event there Is a breach hereof by Employee, Employer, will suffer irreparable harm, the amount of which will be impossible to ascertain and as a result of which the remedy at law will be inadequate. Accordingly, Employer shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either at law or in equity, to obtain damages for any breach or to enforce specific performance of the provisions or to enjoin Employee from committing any act in breach of this Agreement. The rights granted Employer in this Section 7 (f) are cumulative and are in addition to other rights and remedies available to Employer at law or in equity. (g) If any term or provision of this Agreement or the application thereof to any- person or circumstances shall, to any extent, be Invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held Invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. If any of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, scope, activity or subject, It shall be construed by limiting and reducing It, so as to be enforceable to the extent compatible with the applicable law or the determination by a court of competent jurisdiction. (h) Indemnification. in the event that Employee is a former employee of a competitor of Employer, Employee warrants and represents that he has not violated any of the terms or conditions of any employment agreement, restrictive covenant, or other agreement entered into by him while in the employment of such competitor, and that he has not given to employer at any time any customer list, trade secret, or any other item of confidential information, obtained or received while in the employment of such competitor. In the event any legal action is commenced against the Employee, Employer or both, arising out of Employee's former employment by employer's competition, Employee agrees to Indemnify Employer for all damages, costs and expenses, Including attorney's fees, which employer may have to pay in connection with such legal action. (1) Waive Failure of the Employer to exercise or otherwise act with respect to any of its rights hereunder in the event of a breach shall not be construed as a waiver of such breach, nor prevent the Employer from thereafter enforcing strict compliance with any and all terms hereof. 0) No oral Aareements This Agreement continues all the understandings and agreements between the parties concerning Employee's employment. Employee acknowledges that no person who is either an agent or Employee of Employer may orally or by conduct modify, delete, vary, or contradict, the terms and conditions set forth herein. Any modification or waiver of this Agreement shall only be enforceable If expressly made in writing and executed by the Employee and an officer of Employer. Section 11. EMPLOYEE'S ACKNOWLEDGMENT Employee hereby acknowledges that prior to accepting the terms of employment with Employer, he/she was advised of the terms and conditions of this Employment Agreement. Employee acknowledges that he/she was fully advised of the terms and conditions of this Agreement before accepting the position of employment referred to herein, and has had an adequate opportunity to review this Agreement before signing it. Further, Employee acknowledges and represents that he/she has signed this Agreement the day and year first written on page 1. IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of the date and year first above written. W TNESS: WILLIAM A. FRASER, INC. By: (-ba'ffl'-' C' K!? ??- , COMMONWEALTH OF PENNSYLVANIA f? ?i?f"U ) ) SS: COUNTY OF On this, the ay of 200, before me, the undersigned officer, personally appeared, " . known to me (or satisfactorily proven) to be the person whose name is sub cr be to the within Instrument, and acknowledged that he/she executed the same for the purposes therein contained and subscribed his/her name on the date hereof. IN WITNESS WHEREOF, 1 have hereunto set my hand and official seal. w My Commissi n Expires: VInwt Pdwft, West Readn9 wit Member OT i Revpar4/6-5-03 I A • e J Fraser Advanced Information Systems Sales Compensation Program 2006 Our standard compensation _ program for all sales representatives is both salary and commission based. Commission will be calculated based on orders invoiced with all required paperwork completed and forwarded to Commission Administrator. Commission is paid on paid business. Lease business is considered paid business if we invoice the leasing company with all necessary required paperwork to get funded. SNAP sales are considered paid if installed with all paperwork completed and forwarded to Commission Administrator. • Fraser AIS reserves the right to alter or change this compensation program in whole or part at anytime with (30) days advance notification. This document sets forth Fraser AIS basic compensation policies and is not to be considered an employment contract. • All sales representatives shall sell only Fraser AIS related products. All trade- ins of equipment must be documented with serial number(s) on the original paperwork and become the property of Fraser AIS. All trade-ins must be returned to the West Reading warehouse for inspection before redistribution. Sales reps who fail to comply with these rules are subject to immediate termination: • There are no payroll advances beyond an approved monthly draw and salary. • Commissions received on equipment sold are based on named accounts or territory. lists. The determining factor for credit given will be the location of the decision- maker for the equipment purchased. • Use of vendor marketing programs requires prior approval of the Operations Manager. • Should a sales rep leave Fraser AIS with deficit (in other words, owing the Company money), all commissions earned prior to leaving will first go to reduce the deficit. If a deficit still remains, other expenses such as mileage reimbursement owed, telephone expenses, will be deducted. • In addition, it is understood and agreed upon as a sales rep with FAIS that all compensation for any business conducted as a part of the reps role into be paid by FAIS directly. All third party incentives and compensation must first go to FAIS prior to an equitable distribution to the sales rep. The only exceptions to this agreement will be FAIS approved programs (i.e. Golden Eagle and Exclusively Yours). Page 1 • *% 10 Commission Explanation Maintenance Commission MPS (Printer Partnership Programs): Must be at book price and have 30% in prints to qualify for commission. 3 yr or more contracts 15% of the first year revenue maintenance agreement portion. 2 yr contract 10% of the first year revenue maintenance agreement. 1 yr contract 5% of the first year revenue maintenance agreement. Up grades and renewal of the PPP will pay 5% of the first year revenue when there's no increase in prints. 7% if there's an increase in the number of prints as determined by management. 1 yr contract renewed pays 5% of the first year revenue only if there is no decrease in the number of prints. Maintenance Agreements: Agreements written at book price will be compensated at 5% of the first year revenue. Sales at the Floor or below If sold at the floor or below it qualifies for s spiff under the guidelines listed below. Volume goes into President Club Volume. Sales at the floor or below must be approved by Vice President of Sales. 5piff amount is paid over and above draw. Guidelines: Segment 1 up to 20 CPM $ 50.00 each Segment 2 21 to 30 CPM $ 50.00 each Segment 3 31 to 44 CPM $ 50.00 each Segment 4 45 to 69 CPM $ 75.00 each Segment 5 70 to 90 CPM $100.00 each Segment 6 91 to Plus CPM $150.00 each Sales at a loss Sales on bids or high volume competitive situations sold at a loss come under the guidelines below: Guidelines: Predetermined Spiff or 5piff per machine. Paid over and above draw. No trade in credit, rebates or discount credit Presidents Club volume Manufactures Points (Canon Golden Eagle and Sharp Eversharp) Page 2 4 13 Rentals In house rentals will be paid the same as they were in 2005. Charge Backs Charge backs such as doc fees not paid by customer are dollar for dollar. Lead fees will be charged back to the rep. Special Credits C5MP and SLG credits are approved by management. SNAP Sales The comp from Sharp goes into the monthly volume and is considered a Gross Profit. Inter-Territorial Sales If FAIS is the selling dealer and we use our equipment then the rep gets full volume in Presidents Club. If we are receiving a sale from another dealer then the install fee is considered a gross profit. Trade-in Credit Trade-in credit is added to the sales volume on the compensation sheet. Doc Fees After being funded and Fraser Advanced Information Systems make payment to the leasing company for and unpaid Doc Fee, there will be a charge back. Charge back will be from commission, dollar for dollar and not a volume charge back. Page 3 6 ,s i) I. Maintenance Request Information All requests for Service/Supply price reductions MUST be submitted by email to Jim Pierce prior to the processing of the Maintenance Agreement in OMD. Jim will then reply to your email with an approval or denial of the request. Any sale requested that has a GP percentage greater than 23% will be denied and the appropriate charge back will be applied to the sale whether or not. it was previously approved so please check your deals before you submit them. You only need to send me requests for those sales that the pricing is below our published rates. Below is the information I want in the email; Customer Name Make and Model # # of Copies included -in the base Overage Rate Type of contract (toner included or excluded) Connected or not connected If you are requesting a special price on the connectivity charges please do this at the same time so we can evaluate the whole sale. Any request not made at the same time will not be considered. Also, any Partnership sale that changes the ability to increase the contract in years 2, 3, 4, and 5 without prior approval will result in charge backs to the sale taking all 4 years of lost revenue into consideration. Page 4 6 tI PLAN REVISIONS The company reserves the right to make any final decisions in any interpretation of the plan. The company reserves the right to alter or discontinue the plan at any time. Management reserves the rights under any and all circumstances or conditions whatsoever to alter, rezone, re-assign, appoint agents, dealers, special representatives; to create, divide and assign new territories; to change commission rates, alter, withhold commissions, adjust and charge back over-allowance, or sell direct, create special or house accounts and meet competition at Management's discretion. Any situation not covered in this plan will be handled at Management's discretion. FFJR 1/1/06 Page 5 Michael Scott Salary $30,000 Auto 270 SALES REP COMPENSATION 2006-- GP over the floor Mo. Vol. Rate Comm. GP Rate Qtrl >$100,004 or over use 0.084 Min. 15% ProlServices $100,000 0.0840 $8,400 $12,000 X the GP $9,000 Min $95,000 0.0827- $7,855 $11,400 for the Mo. 12% x over $90,000 0:0812 $7,310 $10,800 if at min. or Bonus $85,000 0.0796 $6,765 $10,200 higher $80,000 0.0778 $6,220 $9,600 min. Is at $75,000 0.0757 $5,675 $9,000 12% over $70,000 0.0733 $5,130 $8,400 Floor $65,000 0.0705 $4,585 $7,800 $60;000 - 0.0673 $4,040 $7,200 $55,000 0.0635 $3,495 $6,600 $50,000 0.0590 $2,950 $6,000 $ 45,000 0.0534 $2,405 $5,400 $ 40,000 0.0465 $1,860 $4,800 $ 35,000 0.0376 $1,315 $4,200 $ 30,000 0.0257 $770 $3,600 $ 25,000 0.0090 $225 $3,000 $ 20,000 0.0080 $160 $2,400 $ 15,000 0.0070 $105 $1,800 $ 10,000 0.0060 $60 $1,200 <$10,000 0.0050 Also pays 15% of GP if at min. or higher min. is at 12% over floor w - FFJR 1/1/06 1/112006 CONFIDENTIAL PAGE 1 Ia 1 i I ?. ..T??., .- (? i"17 j ??__... ? t // (??( '.J l? ?,:....? .y' 4 l .?? PETERS & WASILEFSKI By: Charles E. Wasilefski, Esquire Attorney ID #21027 2931 North Front Street Harrisburg, Pennsylvania 17110-1250 17171238-7555, Ext. 110 Attorney for Defendants, William A. Fraser, Inc. d/b/a Fraser Advanced Information Systems MICHAEL SCOTT, IN THE COURT OF Plaintiff COMMON PLEAS FOR CUMBERLAND COUNTY, V. PENNSYLVANIA WILLIAM A. FRASER, INC. No. 08-7124 Civil Term d/b/a FRASER ADVANCED INFORMATION SYSTEMS, CIVIL ACTION - LAW Defendant PRAECIPE TO SUBSTITUTE VERIFICATION OF DEFENDANT, WILLIAM A. FRASER, INC. d/b/a FRASER ADVANCED INFORMATION SYSTEMS TO ITS ANSWER WITH NEW MATTER TO: THE PROTHONOTARY, CUMBERLAND COUNTY, PENNSYLVANIA: Kindly replace the Verification previously filed with the Answer with New Matter of Defendant, William A. Fraser, Inc. d/b/a Fraser Advanced Information Systems, with the attached Verification. PETERS & WASILEFSKI B• CHARLES E. WASILEFS Attorney ID #21027 2931 North Front Street Harrisburg, PA 17110 [717] 238-7555 Attorney for Defendant Dated: February 19, 2009 CERTIFICATE OF SERVICE This is to certify that I, Pamela J. Crum, a Legal Assistant in the law offices of Peters & Wasilefski, have this _N?3 day of , 2009, served a true and correct copy of the foregoing PRAECIPE TO SUBSTITUTE VERIFICATION OF DEFENDANT, WILLIAM A. FRASER, INC., d/b/a FRASER ADVANCED INFORMATION SYSTEMS, TO ITS ANSWER WITH NEW MATTER upon all parties by depositing same, at Harrisburg, Pennsylvania, in the United States mail, first class, postage prepaid, addressed as follows: Timothy M. Barrouk, Esquire THE McSHANE FIRM, LLC 4807 Jonestown Road Suite 148 Harrisburg, Pennsylvania 17109 Pamela J. Crum VERIFICATION I hereby affirm that the following facts are correct: William A. Fraser, Inc. d/b/a Fraser Advanced Information Systems is a Defendant in the foregoing action and I am authorized to execute this verification on their behalf. The attached Answer with New Matter is based upon information which I have furnished to my counsel and information which has been gathered by my counsel in preparation of the defense of the lawsuit. The language of the Answer with New Matter is that of counsel and not of me. I have read the Answer with New Matter and to the extent that the Answer with New Matter is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent that the content of the Answer with New Matter is that of counsel, I have relied upon counsel in making this verification. I hereby acknowledge that the facts set forth in the aforesaid Answer with New Matter are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Dated:., ?, c C-n I4J T`4 ? QTR V ? THE MCSHANE FIRM, LLC By: Timothy M. Barrouk, Esquire Attorney I.D. #204537 4807 Jonestown Road Harrisburg, Pennsylvania 17109 (717)991-2124 Attorney for Plaintiff, Michael Scott MICHAEL SCOTT, Plaintiff, VS. WILLIAM A. FRASER, INC. DBA FRASER ADVANCED INFORMATION SYSTEMS Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-7124 Civil Term CIVIL ACTION-LAW PLAINTIFF'S REPLY TO DEFENDANT'S NEW MATTER AND NOW this 2°d day of March, 2008, comes the Plaintiff, Michael Scott, by and through his undersigned Attorney, The McShane Firm, LLC and Timothy M. Barrouk, Esquire and avers in support of their Reply to Defendant's New Matter as Follows: REPLY TO NEW MATTER 58. Admitted 59. Admitted 60. Admitted 61. Plaintiff, Michael Scott, denies the allegations contained in Paragraph 61 of Defendant's Answer with New Matter. Plaintiff, Michael Scott, is advised and therefore avers that said allegations are conclusions of law to which no responsive pleading is required. Further, said allegations are an attempt to interpret a written document which speaks for itself. 62. Plaintiff, Michael Scott, denies the allegations contained in Paragraph 62 of Defendant's Answer with New Matter. Plaintiff, Michael Scott, is advised and therefore avers that said allegations are conclusions of law to which no responsive pleading is required. Further, said allegations are an attempt to interpret a written document which speaks for itself. Further, the provision highlighted in this paragraph is a self serving snippet of the contract as a whole. Additionally, the highlighted language in Paragraph constitutes an illusory promise. 63. Denied. Plaintiff was the primary sales person in this matter. Joel Martin performed duties consistent with those of Plaintiffs manager. 64. Denied. Plaintiff was involved in discussions with Carlisle Syntec. Joel Martin's involvement in the sale including discussions was consistent with that of a managers involvement in a major account. 65. Denied. Specific proof demanded. Plaintiff expanded significant effort and energy in developing a relationship with Ken Miller and other individuals involved in the decision making process for Carlisle Syntec. Additionally, Carlise Syntec was a pre- existing customer of the Defendant at the time both Plaintiff and Joel Martin began their respective employment. 66. Plaintiff, Michael Scott, denies the allegations contained in Paragraph 66 of Defendant's Answer with New Matter. Plaintiff, Michael Scott, is advised and therefore avers that said allegations are a conclusion of law to which no finther answer is required. To the extent further answer maybe necessary, Plaintiff avers that he was instrumental in the sale and performed more than merely administrative functions. 67. Plaintiff, Michael Scott, denies the allegations contained in Paragraph 67 of Defendant's Answer with New Matter. Plaintiff, Michael Scott, is advised and therefore avers that said allegations are a conclusion of law to which no further answer is required. To the extent that further answer maybe necessary, Plaintiff is without sufficient knowledge or information to form belief as to the truth of said allegations and specific proof is demanded at trial. 68. Plaintiff, Michael Scott, denies the allegations contained in Paragraph 68 of Defendant's Answer with New Matter. Plaintiff, Michael Scott, is advised and therefore avers that said allegations are conclusions of law to which no responsive pleading is required. Further, said allegations are an attempt to interpret a written document which speaks for. itself. To the extent that further answer is necessary, the sale of the equipment in this matter was to Carlisle Syntec which was located in Plaintiffs territory, Cumberland County. The equipment was installed at the Carlisle Syntec Location. At no time prior to the sale was the compensation plan altered. Plaintiff, Michael Scott, was entitled to the full amount of commission and there was no contractual basis to split the commission with Joel Martin. 69. Plaintiff, Michael Scott, denies the allegations contained in Paragraph 69 of Defendant's Answer with New Matter. Plaintiff, Michael Scott, is advised and therefore avers that said allegations are a conclusion of law to which no fin-ther answer is required. To the extent that further answer maybe necessary, Plaintiff avers that Defendant was in breach of its agreement with Plaintiff. 70. Plaintiff, Michael Scott, denies the allegations contained in Paragraph 70 of Defendant's Answer with New Matter. Plaintiff, Michael Scott, is advised and therefore avers that said allegations are a conclusion of law to which no fiuther answer is required. To the extent that further answer maybe necessary, Plaintiff avers that Defendant, Fraser, is liable to Plaintiff pursuant to the provisions of the Wage Payment Collections Act, 43 P.S. Section 260.1 et seq. 71. Denied. When Plaintiff left the employment of Defendant, Fraser, he had not been paid all compensation due and owing him. He was owed the sum of nine thousand nine hundred twenty-seven dollars and twenty seven cents ($9,927.27) for the sale to Carlisle Syntec as more fully outlined in Plaintiffs complaint. 72. Plaintiff, Michael Scott, denies the allegations contained in Paragraph 72 of Defendant's Answer with New Matter. Plaintiff, Michael Scott, is advised and therefore avers that said allegations are a conclusion of law to which no further answer is required. To the extent that ftnther answer maybe necessary, Plaintiff avers that the Wage Payment and Collections Act, 43 P.S. Section 260.1 is applicable to the present matter. This Act includes the payment of commissions and Plaintiff was entitled to commission to the sale with Carlisle Syntec as more fully outlined in Plaintiff s Complaint. WHEREFORE, Plaintiff, Michael Scott, requests that this Honorable Court, enter judgment in his favor and against the Defendant in an amount in excess Nine Thousand Nine Hundred Twenty Seven Dollars and Twenty Seven Cents ($9,927.27), plus costs, fees, and other such relief as the Court deems appropriate under the circumstances. Respectfully submitted, The McShane Firm, LLC Cr-- Z L.. Date:- CA Timothy M. Barrouk, Esquire Attorney I.D.# 204537 4807 Jonestown Road Suite 148 Harrisburg, Pennsylvania 17109 #717-657-3900 Attorney for Plaintiff MICHAEL SCOTT, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff, PENNSYLVANIA VS. NO. 08-17-7124 Civil Term WILLIAM A. FRASER, INC. DBA ; CIVIL ACTION-LAW FRASER ADVANCED INFORMATION SYSTEMS Defendant VERIFICATION I, Michael Scott, Plaintiff, in the above-captioned, verify that the statements made in the Answer to Defendant's Answer with New Matter are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C. S. A. Section 4904 relating to unsworn falsification to authorities. Michael Scott MICHAEL SCOTT, Plaintiff, VS. WILLIAM A. FRASER, INC. DBA FRASER ADVANCED INFORMATION SYSTEMS Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-7124 Civil Term CIVIL ACTION-LAW TO THE HONORABLE JUDGES OF SAID COURT: CERTIFICATE OF SERVICE I, Timothy M. Barrouk, Esquire, hereby certify do hereby certify that I served a true and correct copy of the attached Plaintiff's Answer to Defendant's New Matter, by United States Mail, First Class, postage prepaid upon the counsel listed below:: Charles Wasilefski Peterts and Wasilefski 2931 North Front Street Harrisburg, PA 17110 Respectfully submitted, The McShane Firm, LLC Timothy M. Barrouk, Esquire Attorney ID # 204537 Attorney for the Petitioner 4807 Jonestown Road Suite 148 Harrisburg, PA 17109-1739 Telephone: 717-657-3900 Facsimile: 717-657-2060 r-, C" r,? e:as +..sa a.:.:? ,1 _.. , . .-tJ ''1 - ? _y ; 4,." ! i ? m ::r L : t ko FH?7f i1$1v i MICHAEL SCOTT 12 S F -6 Pti 2` 22 WILLIAM A.s FRASER, INC. I,U1,1,9 ,U1,1,9ERLAHD COUNT lwNNsYLVANIA CIVIL D?B?A FRASER ADVANCED INFORMA7ION SYSTEMS-,- Statement of Intention to Proceed To the Court: Plaintiff, Michael Scott 08-7124 Civil Term ACTION - LAW intends to proceed with the above captioned matter. r? Print Name Timothy M. BarrOUk Sign Name Date: September 4, 2012 Attorney for Michael Scott Explanatory Comment The Supreme Court of Pennsylvania has promulgated new Rule of Civil Procedure 230.2 governing the termination of inactive cases and amended Rule of Judicial Administration 1901. Two aspects of the recommendation merit comment. 1. Rule, of civil Procedure New Rule of Civil Procedure 230.2 has been promulgated to govern the termination of inactive cases within the scope of the Pennsylvania Rules of Civil Procedure. The termination of these cases for inactivity was previously governed by Rule of Judicial Administration 1901 and local rules promulgated pursuant to it. New Rule 230.2 is tailored to the needs of civil actions. It provides a complete procedure and a uniform statewide practice, preempting local rules. This rule was promulgated in response to the decision of the Supreme Court in Shop v. Eagle, 551 Pa. 360,710 A.2d 1104 (1998) in which the court held that "prejudice to the defendant as a result of delay in prosecution is required before a case may be dismissed pursuant to local rules implementing Rule of Judicial Administration 1901." Rule of Judicial Administration 1901(b) has been amended to accommodate the new rule of civil procedure. The general policy of the prompt disposition of matters set forth in subdivision (a) of that rule continues to be applicable. 11 Inactive Cases The purpose of Rule 230.2 is to eliminate inactive cases from the judicial system. The process is initiated by the court. After giving notice of intent to terminate an action for inactivity, the course of the procedure is with the parties. If the parties do riot wish to pursue the case, they will take no action and "the Prothonotary shall enter an order as of course terminating the matter with prejudice for failure to prosecute." If a party wishes to pursue the matter, he or she will file a notice of intention to proceed and the action shall continue. a. Where the action has been terminated If the action is terminated when a party believes that it should not have been terminated, that party may proceed under'Rule230(d) for relief from the order of termination. An example of such an occurrence might be the termination of a viable action when the aggrieved party did not receive the notice of intent to terminate and thus did not timely file the notice of intention to proceed. The timing of the filing of the petition to reinstate the action is important. If the petition is filed within thirty days of the entry of the order of termination on the docket, subdivision (d)(2) provides that the court must grant the petition and reinstate the action. If the petition is filed later than the thirty-day period, subdivision (d)(3) requires that the plaintiff must make a showing to the court that the petition was promptly filed and that there is a reasonable explanation or legitimate excuse both for the failure to file the notice of intention to proceed prior to the entry of the order of termination on the docket and for the failure to file the petition within the thirty-day period under subdivision (d)(2). 13. Where the action has not been terminated An action which has not been terminated but which continues upon the filing of a notice of intention to proceed may have been the subject of inordinate delay. In such an instance, the aggrieved party may pursue the remedy of a common law non pros which exits independently of termination under Rule 230.2. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA MICHAEL SCOTT • • Plaintiff NO.08-7124 CIVIL TERM VS • r-,.a 7 WILLIAM A.FRASER,INC.DBA FRASER ADVANCED INFORMATION SYSTEMS a: m Defendant t=)rn c—a ' i23 --i cr)r` ;C.} RULE 1312-1 The Petition for Appointment of Arbitrators shall be substantially in the—<> o following form: ►` THE PETITION FOR APPOINTMENT OF ARBITRATORS X1. TO THE HONORABLE,THE JUDGES OF SAID COURT: -< "-" Shawn M. Dorward , counsel for the plaintiff/defendant in the above action(or actions),respectfully represents that: 1. The above-captioned action(or actions)is(are)at issue. 2. The claim of plaintiff in the action is$9,927.27 plus punitive damages and attorney's fees. The counterclaim of the defendant in the action is The following attorneys are interested in the case(s)as counsel or are otherwise disqualified to sit as arbitrators: Shawn M. Dorward, Charles E. Wasilefski WHEREFORE,your petitioner prays your Honorable Court to appoint three(3) arbitrators to whom the case shall be submitted. Respectfully submitted, sa8.56pda�l� ORDER OF COURT �vea Stdoci lo9� AND NOW, , 20 , in consideration of the foregoing petition, Esq.,and Esq.,and Esq., are appointed arbitrators in the above captioned action(or actions)as prayed for. By the Court, KEVIN A.HESS,P.J. CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Petition for Appointment of Arbitrators was mailed to counsel for Defendant on October 11, 2013, to: Charles Wasilefski, Esquire Peters and Wasilefski 2931 North Front St. Harrisburg, PA 17110 Date Shawn M. Dorward, Esquire MICHAEL SCOTT, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA: vs. : CIVIL ACTION—LAW : NO. 08-7124 CIVIL WILLIAM A. FRAISER, INC. and : FRAISER ADVANCED INFORMATION SYSTEMS, • Defendants • ORDER AND NOW,this Z P✓ day of October, 2013,the appointment of Edmund Berger, Esquire, Chairman.of the Board of Arbitrators in the above-captioned case is VACATED. Rob Bleecher, Esquire,,is appointed in his place. BY THE COURT, A zpAL Kevi . Hess, P. J. Rob Bleecher, Esquire Chairman Court Administrator • :rlm r .T r- MICHAEL SCOTT In the Court of Common Pleas of Cumberland WILLIAM A. FRASER, INC. EPfliX.f. County, Pennsylvania No. 2008 _7124 Defendant Civil Action—Law. Oath We do so - y swear(or affirm)that we will support, obey and defend the Constitution of the United States and t•Agifi itution of this Commonwealth and th/a% • charge the duties of ou f ce ith fi lit . Att S'_natu Signature Signature R. . : eecher Mark C. Duffie Hannah White-Gibson Name (Chairman) Name Name Pecht & Associates, P.C. Johnson, Duffie, et al. Saidis, Sullivan et al. Law Firm Law Firm Law Firm 650 N. 12th St., Suite 100 301 Market Street 635 N. 12th St., Suite 400 Address Address Address Lemoyne, PA 17043 Lemoyne, PA 17043 Lemoyne, PA 17043 City, Zip City, Zip City, Zip Award We,the undersigned arbitrators, having been duly appointed and sworn (or affirmed),make the following award: (Note: If damages for delay are awarded,they shall be separately stated.) .Arbitrator, dissents. (Insert name if applicable.) Date of Hearing: j /ic/i`1 V48 M2 a Date of Award: 11164/4 tifark e+. (Chairman) Notice of Entry of Award Now,the a/s" day of Q , 20 /V , at � Yto. /4 .M.,the above award was entered upon the docket alfid notice given by mail to the parties or their attorneys. Arbitrators' compensation to be paid upon appeal: $ 1//4 "Diume..C1 ‘p) 9/(02-Ate*-7-- _ Prot onotary Deputy rl 7=j rr'P Jpf 21 I ')1 A ;• - , 1 PENNS YLVA NI 6A2CA) M. 1:00tA-- -ret, e4411. -.S e " taS;(ers"k eePi eS 014.1 ee/ id?by PETERS & WASILEFSKI By: Charles E. Wasilefski, Esquire Attorney ID #21027 2931 North Front Street Harrisburg, Pennsylvania 17110-1250 17171 238-7555, Ext. 110 Attorney for Defendants, William A. Fraser, Inc. d/b/a Fraser Advanced Information Systems MICHAEL SCOTT, Plaintiff V. WILLIAM A. FRASER, INC. d/b/a FRASER ADVANCED INFORMATION SYSTEMS, Defendant 17101/ 0 TA 4.204 NAY 12 CUNBERL PSAND 'OUNTY I; LVAN1A IN THE COURT OF COMMON PLEAS FOR CUMBERLAND COUNTY, PENNSYLVANIA No. 08-7124 Civil Term CIVIL ACTION — LAW PRAECIPE TO SETTLE, END AND DISCONTINUE TO THE PROTHONOTARY, CUMBERLAND COUNTY, PA: Please mark this matter settled, ended and discontinued. THE McSHANE FIRM, LLC Shawn M. Dorward Attorney ID # 3601 Vartan Way, rd Floor Harrisburg, PA 17110 [717] 657-3900 Attorney for Plaintiff Dated: 5700/ MICHAEL SCOTT, Plaintiff V. WILLIAM A. FRASER, INC. d/b/a FRASER ADVANCED INFORMATION SYSTEMS, Defendant IN THE COURT OF COMMON PLEAS FOR CUMBERLAND COUNTY, PENNSYLVANIA No. 08-7124 Civil Term CIVIL ACTION — LAW CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing PRAECIPE TO SETTLE, END AND DISCONTINUE, has been served on all parties of interest by placing the same in the United States mail, first-class postage pre -paid, at Harrisburg, I\ Pennsylvania on this Wday of follows: , 2014, and addressed as Shawn M. Dorward, Esquire THE McSHANE FIRM, LLC 3601 Vartan Way 2nd Floor Harrisburg, Pennsylvania 17110 Peters & Wasilefski