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HomeMy WebLinkAbout11-8315SERRATELLI, SCHIFFNIAN & BROWN, P. C. Paige Macdonald-Matthes, Esquire Supreme Court ID No. 66266 2080 Linglestown Road Harrisburg, PA 17110 (717) 540-9170 (717) 540-5481 Facsimile Email: PMacdonald-Matthes@ssbc-law.com Attorneys for Plaintiff, Priority Systems PRIORITY SYSTEMS INC, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff DOCKET NO : V. CIVIL ACTION- IN EQUITY EMERICK M. RADIC, Individually and GREENTRAIL SOLUTIONS, INC., Defendants NOTICE . YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Lawyer Referral Service 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 q',2 Lo to C#5a676 ?a66?9? AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar acci6n dentro de los pr6ximos veinte (20) dias despu6s de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar acci6n como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Cumberland County Lawyer Referral Service 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 SERRATELLI, SCHIFFMAN & BROWN, P. C. Paige Macdonald-Matthes, Esquire Supreme Court ID No. 66266 2080 Linglestown Road Harrisburg, PA 17110 (717) 540-9170 (717) 540-5481 Facsimile Email: PMacdonald-Mattheskssbc-law.com Attorneys for Plaintiff, Priority Systems Inc. PRIORITY SYSTEMS INC., Plaintiff V. EMERICK M. RADIO, Individually and GREENTRAIL SOLUTIONS, INC., Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA DOCKET NO : CIVIL ACTION- IN EQUITY COMPLAINT AND NOW, comes Plaintiff, Priority Systems Inc., by and through its counsel, Serratelli, Schiff nan & Brown, P. C., and files its Complaint against Emerick M. Radic, Individually and GreenTrail Solutions, Inc., and in support thereof avers as follows: Parties 1. Plaintiff, Priority Systems Inc. (hereinafter "Plaintiff') is a Pennsylvania business corporation having a principal place of business located at 2700 Turnpike Road, Middletown, Dauphin County, Pennsylvania 17057. 2. Defendant, Emerick M. Radic (hereinafter "Radic") is an adult individual with a business address located at 717 Market Street, Lemoyne, Cumberland County, PA 17043. ? I 3. Defendant, GreenTrail Solutions, Inc. (hereinafter "GTS") is a Pennsylvania business corporation having its registered place of business located at 635 Hunters Lane, Lewisberry, York County, Pennsylvania 17339. Upon information and belief, Defendant Radic is the president of Defendant Corporation. 4. The Plaintiff, Radic and GTS are sometimes referred to herein collectively as "the Parties." 5. "Defendants" shall mean Radic and GTS, collectively. Jurisdiction and Venue 6. This Court has jurisdiction over the Parties and the subject matter of this litigation pursuant to 42 Pa. C. S. §931. 7. Venue is appropriate in this Court of Common Pleas of Cumberland County, Pennsylvania for the following reasons: a. Pursuant to Pa. R.C.P. 1006(a)(1) in that it is the county where the Defendants may be served; it is the county in which the cause of action arose; and it is the county where the occurrences took place out of which the cause of action arose; and b. Pursuant to Pa. R.C.P. 2179 as Defendants conduct business in Cumberland County, and as Plaintiff's causes of action against Defendants arise out of Defendants business transactions which took place in and about Cumberland County. Arbitration 8. Plaintiff s claims exceed the arbitration limits of this Court. Bac1mround 9. Plaintiff is a Central Pennsylvania based company engaged in providing mailing technology to business customers, including public and private sector entities which include both hardware (i.e. postage meters) and software (i.e. postal pre- sort software). 10. Starting in the early 1990's, as the Software industry began to take shape, Plaintiff added a variety of software to its product offerings and added the tagline of "Mailing and Shipping Technology" to its logo. Since 1990, Plaintiff has aggressively marketed and sold Mailing and Mailing-related Software, including, inter alia, the following: a. Parcel Shipping and Package Tracking- since 1991; b. Address correction and pre-sort software- since 1995; Document Output Creation and Management Software- since 2004; and d. Postal E-Services Software and Related Products- since 2008. 11. On September 21, 2000, Radic entered into an Employment Contract with Plaintiff whereby Defendant agreed to be employed, on an at-will basis, in the position of "Sales Manager". Included in paragraph 1 of the Defendant's Employment Contract is a Confidentiality Agreement and Covenant Not to Compete. A true and correct copy of the Defendant's September 21, 2000 Employment Contract is attached hereto and is marked as Exhibit "A". 12. In his capacity as Sales Manager, Radic's primary duties included, inter alia, managing Plaintiff's sales representatives, locating and/or identifying new A I business opportunities for Plaintiff, and upgrading Plaintiff's existing customers. A comprehensive job description that was provided to Radic by Plaintiff at the time of hire is attached hereto and is marked as Exhibit "B". 13. In early 2011, Radic was given a "Strategic Goal" with a list of ten (10) specific goals to accomplish on Plaintiff's behalf. A true and correct copy of the Strategic Plan that Radic was to accomplish during calendar year 2011 is attached hereto and is marked as Exhibit "C'. 14. During the first quarter of 2011, Plaintiff saw no progress being made by Radic regarding accomplishing the milestones set forth in the 2011 Strategic Plan and thus made several inquiries of Radic to find out what was going on. Radic consistently advised Plaintiff that he was "working on it." 15. In May 2011, Plaintiff inquired of Radic as to whether any progress was being made toward accomplishing one of the delineated milestones, to wit: the hiring of adding two (2) additional outside sales reps to join the Sales Group by the end of the fourth quarter. A true and correct copy of the email chain is attached hereto and is marked as Exhibit "D". 16. In an email dated June 13, 2011, Radic advised Plaintiff that he unilaterally determined to "move the milestones for this project out". A true and correct copy of Radic's June 13, 2011 email is attached hereto and is marked as Exhibit "E" 17. On or about June 20, 2011, Plaintiff met with Radic to discuss the fact that no apparent progress was being made by Radic in accomplishing the objectives he was expected to accomplish in the 2011 Stategic Plan, coupled with the fact that Radic was lagging in sales of product, where he had been previously been strong. Radic offered little or no explanation to Plaintiff for his lack of productivity and instead simply told Plaintiff that the "sales department was broken" (which statement was completely false at the time Radic made the same). 18. On July 15, 2011, Radic sent Plaintiff's principal, Andrew Orons (hereinafter "Orons"), an email resigning his position with Plaintiff, and further requesting that he be permitted to "stay on board through August 31, 2011." A true and correct copy of Radic's July 15, 2011, email is attached hereto and is marked as Exhibit "F". 19. On July 26, 2011, Orons sent Defendant an email accepting Radic's resignation, setting forth a timeline for Radic's departure and transition of files and clients, and further reminding Radic of his obligations under his Employment Contract, to wit: Radic's non-compete agreement. A true and correct copy of the July 26, 2011 email is attached hereto and is marked as Exhibit "G". 20. On July 26, 2011, Radic responded to Orons' email of even date and agreed to the timeline set by Orons and further agreed that he "[would] abide by his employment contract." A true and correct copy of Radic's July 26, 2011, email is attached hereto and is marked as Exhibit "H". 21. On October 3, 2011, Plaintiff discovered that Radic had started a competing company called "GreenTrail Solutions, Inc." (again hereinafter I'M") located at 717 Market Street, Lemoyne, PA 17043- an address which is clearly located within a 50 mile radius of Plaintiff's business and thus is prohibited by the terms of Radic's Employment Contract. Plaintiff discovered the existence of Defendants' competing business when Plaintiff received an email from Krengeltech that was sent to Radic at Radic's Priorty Systems Inc. email account advising that Krengeltech was "ready to proceed with bringing GTS and Radic on as a `reseller"'. Upon receipt of this email, Orons contacted Brian Gilster of Krengeltech who confirmed the veracity of the content of the October 3, 2011 email. A true and correct copy of Krengeltech's October 3, 2011 email is attached hereto and is marked as Exhibit "I". 22. A review of the services that GTS is advertising on its website reveals that Defendants are engaged in the same business as Plaintiff's business, to wit: address correction; package tracking, Document Output Creation Software ("DOCS"); and eCertifed. True and correct copies of the relevant pages from Defendants' website are attached hereto and are collectively marked as Exhibit "J". A chart showing the comparison of services offered by Plaintiff and GTS is attached hereto as Exhibit "K". 23. On October 3, 2011, Orons sent Radic an email at his email address GTS asking him to contact Orons and provide him with an explanation as to Krengeltch. A true and correct copy of the October 3, 2011 email is attached hereto and is marked as Exhibit "L". 24. During a subsequent oral conversation between Radic and Orons on October 3, 2011, Radic confirmed to Plaintiff that he had in fact formed GTS and further that he had in fact been in contact with Plaintiff's existing resellers and suppliers. Orons again reminded Radic of his non-compete agreement and the fact that GTS was formed and was operating in violation of the same. Orons further advised Radic that if he did not stop what he was doing, legal action would be taken against him. 25. In a follow up email of even date, Radic again confirmed that he had been in contact with Plaintiff's resellers and suggested that Plaintiff and Defendants could "come to an agreeable understanding whereas [they] could both benefit from a positive relationship." A true and correct copy of Radic's October 3, 2011 email is attached hereto as Exhibit "M". 26. On November 1, 2011, Plaintiff was advised that Radic has been soliciting another one of Plaintiff s suppliers, to wit: Striata, which supplier is involved in Document Creation, Output Management and Electronic Bill Presentment. Orons was advised by the representative of Striata that Radic had told Striata that Radic and Plaintiff would be "working together"-a statement which is patently false and is deliberately misleading. COUNT I- VIOLATION OF THE PENNSYLVANIA UNIFORM TRADE SECRETS ACT, 12 Pa. C.S.A. 45301 et seq. Plaintiff v. All Defendants 27. The averments set forth in paragraphs 1 through 26 are incorporated by reference as if more fully set forth at length herein. 28. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic agreed that he would not, "either during the term of his employment or at any time thereafter, disclose to any person, firm or corporation any information concerning the business affairs of [Plaintiff] which he may have acquired in the course or incident to his employment hereunder for his own benefit or to the detriment or probable detriment of [Plaintiff]." 29. Radic has a duty to honor the terms of his Employment Contract with Plaintiff. 30. Plaintiff learned for the first time on October 3, 2011, that Radic had breached his duty under his Employment Contract by soliciting one of Plaintiff potential suppliers, Krengeltech during his employment with Plaintiff and further by encouraging those suppliers to utilize the services offered by Defendants' new company by divulging Plaintiff's confidential and/or proprietary pricing and product information. 31. By divulging, inter alia, Plaintiff's confidential and/or proprietary pricing and product information, Plaintiff willfully and maliciously misappropriated Plaintiff's trade secrets, as that term is defined in the Pennsylvania Uniform Trade Secrets Act, 12 Pa. C.S.A.§ 15301 et seq. 32. Defendants engaged in such misappropriation of Plaintiff's trade secrets in order to advance Defendants' own pecuniary interests to the detriment of Plaintiff and thus was done in bad faith. 33. Plaintiff has been substantially and irreparably harmed as a direct and proximate result of Radic's material breach of paragraph 1 of his Employment Contract and corresponding violation of the Trade Secret Act for which injunctive relief may be granted. 12 Pa. C.S.A. 5303(a). 34. Plaintiff's business reputation and client relations have been harmed as a direct and proximate result of Radic's material breach and corresponding violation of the Trade Secret Act for which injunctive relief may be granted. 12 Pa. C.S.A. 5303(a). 35. Plaintiff has been substantially and irreparably harmed as a direct and proximate result of Radic's material breach of paragraph 1 of his Employment Contract and corresponding violation of the Trade Secret Act for which the Court may also award attorneys fees and exemplary (punitive damages). See 12 Pa. C.S.A. §5304 and §5305. WHEREFORE, plaintiff, priority Systems, Inc., respectfully requests that this Honorable Court enter judgment in its favor and against Defendants, jointly and severally, and enter an Order awarding Plaintiff the following relief: a. Payment by Defendants in an amount equal to Plaintiff's actual and consequential damages (which Plaintiff estimates is well in excess of this Court's arbitration limits), as well as exemplary (punitive damages) pursuant to 12 Pa. C.S.A. §5304; b. Payment by Defendants of Plaintiff's counsel fees, as provided for by 12 Pa. C.S.A. §5305; C. Enjoining Defendants from misappropriating Plaintiff: s trade secrets; and d. Further awarding Plaintiff all such other relief as is proper and just. COUNT II- PERMANENT INJUNCTIVE RELIEF. 12 Pa. C.S.A. 45303 Plaintiff v. All Defendants 36. The averments set forth in paragraphs 1 through 35 are incorporated by reference as if more fully set forth at length herein. 37. As previously set forth herein, Defendants' actions constitute a violation of the Pennsylvania Trade Secret Act, 12 Pa C.S. A. §5301 et seq. 38. Plaintiff's damages as set forth in the within Complaint and the remedies sought cannot completely remedy the situation, so permanent injunctive relief is necessary to order the Defendants to do the following things: a. Cease and desist all communication of Plaintiff's confidential and/or proprietary information; b. Cease and desist all use of Plaintiff's confidential and/or proprietary information; Cease and desist all efforts to dissuade any person or entity from using, employing or conducting business with Plaintiff or its affiliates; d. Cease and desist all efforts to intentionally disrupt or interfere with, or seek to disrupt or interfere with the business or contractual relationship between Plaintiff and its clients or affiliates; Cease and desist all efforts to engage or attempt to engage in any business activity which is directly or indirectly competitive with, or substantially similar to the Plaintiff s business or its affiliates, within a 50 mile radius of Plaintiff's offices for a period of one (1) year; and f. Radic shall comply with all terms and conditions of his Employment Agreement with Plaintiff, including but not limited to the confidentiality and non-compete provisions set forth therein. 39. The requested injunction should be made permanent following a trial on the merits. 40. The requested injunction is specifically provided for by the Trade Secret Act as an additional remedy that may be imposed by the Court. See 12 Pa.C.S.A. §5303. WHEREFORE, Plaintiff, Priority Systems, Inc. respectfully requests that this Honorable Court enter judgment in its favor and against the Defendants, jointly and severally, by means of permanent injunctive relief as outlined herein, and further award Plaintiff all such other relief as is proper and just. COUNT III- BREACH OF CONFIDENTIALITY AGREEMENT (Plead in the Alternative) Plaintiff v. All Defendants 41. The averments set forth in paragraphs 1 through 40 are incorporated by reference as if more fully set forth at length herein. 42. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic agreed that he would not, "either during the term of his employment or at any time thereafter, disclose to any person, firm or corporation any information concerning the business affairs of [Plaintiff] which he may have acquired in the course or incident to his employment hereunder for his own benefit or to the detriment or probable detriment of [Plaintiff]." 43. Plaintiff learned for the first time on October 3, 2011, that Radic had been soliciting one of Plaintiff potential suppliers, Krengeltech during his employment with Plaintiff and encouraged them to utilize the services offered by Defendants' new company by divulging Plaintiff's confidential and/or proprietary pricing and product information. 44. Plaintiff confirmed the veracity of the information it received from its supplier by way of an oral conversation between Orons and Radic that took place on October 3, 2011. 45. On November 1, 2011, Plaintiff was advised that Radic has been soliciting another one of Plaintiff's suppliers, to wit: Striata, which supplier is involved in Document Creation, Output Management and Electronic Bill Presentment. Orons was advised by the representative of Striata that Radic had told Striata that Radic and Plaintiff would be "working together"-a statement which is patently false and is deliberately misleading. 46. Upon information and belief, Defendants have utilized Plaintiff's confidential and proprietary information for their own purpose and with the express intent of advancing their own pecuniary interests. 47. Alternatively, and upon information and belief (based in large part on the information contained in Defendants' website), Defendants intend to use the Plaintiff's confidential information for their own purpose and to advance their own pecuniary interests. 48. Radic's oral representations and written communications demonstrate Defendants' willful, wanton and intentional plan of causing harm to Plaintiff's business reputation and on-going business concerns. 49. Defendants' actions in utilizing Plaintiff's confidential information, coupled with Defendants' stated intention of using Plaintiff's confidential information constitutes a material breach of Radic's Employment Contract. 50. Plaintiff has been substantially and irreparably harmed as a direct and proximate result of Radic's material breach of paragraph 1 of his Employment Contract. 51. Plaintiff's business reputation and client relations have been harmed as a direct and proximate result of Radic's material breach. WHEREFORE, Plaintiff, Priority Systems, Inc., respectfully requests that this Honorable Court enter judgment in its favor and against Defendants, jointly and severally, in an amount equal to Plaintiff's actual and consequential damages (which Plaintiff estimates is well in excess of this Court's arbitration limits), and further award Plaintiff all such other relief as is proper and just. COUNT IV- BREACH OF COVENANT NOT TO COMPETE (Plead in the Alternative) Plaintiff v. All Defendants 52. The averments set forth in paragraphs 1 through 51 are incorporated by reference as if more fully set forth at length herein. 53. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic agreed that he would not, "engage, on the termination [of his employment] for any cause whatsoever ... in the same or similar line of business as that now carried on by [Plaintiff) or to engage to work in any individual firm or corporation engaged in such a line or similar line of business in a 50 mile radius of any office or branch of Priority Systems, Inc. or Priority Systems of Pittsburgh for a period of one year from the time the employment under [the] Contract ceases." 54. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic further agreed that he would not "solicit or cause any person to solicit the business of the customers of [Plaintiff] appearing on the books of [Plaintiff) on the date of this Agreement, or at the termination of this Agreement." 55. A review of the Pennsylvania Department of State website reveals that Radic formed GTS on August 18, 2011- a date on which Radic was still employed by Plaintiff. A true and correct copy of the relevant webpage is attached hereto and is marked as Exhibit "N". 56. The registered business address of GTS is within a 50 mile radius of Plaintiff's main office, as well as its branch offices. 57. According to Defendants' website, GTS is located at 717 Market Street, Lemoyne, PA which is clearly within a 50 mile radius of Plaintiff's main office. See Exhibit `J". 58. As previously stated herein, a review of the services that GTS is advertising on its website reveal that Defendants are engaged in the same business as Plaintiff's business". See Exhibits "J" and "K". 59. Plaintiff learned for the first time on October 3, 2011, that Radic had been soliciting one of Plaintiff's suppliers, Krengeltech during his employment with Plaintiff and encouraged them to utilize the services offered by Defendants' new company. Plaintiff confirmed the veracity of the information it received from its former customer by way of an oral conversation between Orons and Radic that took place on October 3, 2011. 60. On November 1, 2011, Plaintiff was advised that Radic has been soliciting another one of Plaintiff's suppliers, to wit: Striata, which supplier is involved in Document Creation, Output Management and Electronic Bill Presentment. Orons was advised by the representative of Striata that Radic had told Striata that Radic and Plaintiff would be "working together"-a statement which is patently false and is deliberately misleading. 61. Upon information and belief, Defendants have utilized Plaintiff s confidential and proprietary information for their own purpose and with the express intent of advancing their own pecuniary interests. 62. Alternatively, and upon information and belief (based in large part on the information contained in Defendants' website), Defendants intend to use the Plaintiff's confidential information for their own purpose and to advance their own pecuniary interests, and further intend to disrupt or interfere with the business or contractual relationship between Plaintiff and its customers. 63. Radic's oral representations and written communications demonstrate Defendants' willful, wanton and intentional plan of causing harm to Plaintiff s business reputation and on-going business concerns, and further demonstrate Defendants' intention of disrupting or interfering with the business or contractual relationship between Plaintiff and its customers. 64. Plaintiff has been substantially and irreparably harmed as a direct and proximate result of Radic's material breach of paragraph 1 of his Employment Contract. 65. Plaintiff's business reputation and client relations have been harmed as a direct and proximate result of Defendants' actions. WHEREFORE, Plaintiff, Priority Systems, Inc., respectfully requests that this Honorable Court enter judgment in its favor and against Defendants, jointly and severally, in an amount equal to Plaintiff's actual and consequential damages (which Plaintiff estimates is well in excess of this Court's arbitration limits), and further award Plaintiff all such other relief as is proper and just. Respectfully submitted, Date: November 2, 2011 Paige Macdonald-Matthes, Esquire Attorney I.D. #66266 SERRATELLI, SCHIFFMAN & BROWN, P.C. 2080 Linglestown Road Harrisburg, PA 17110 Telephone: (717) 540-9170 Facsimile: (717) 540-5481 Attorneys for Plaintiff VERIFICATION I, Andrew Orons, President of Priority Systems, Inc., verify that the statements made in the foregoing Complaint are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. PRIORITY SYSTE S, INC. Date: By: Andrew Orons Title: President Frk PrioritySystems MAILING & SHIPPING TECHNOLOGY PO Box 4240 Harrisburg, PA 17111 -0240 717.939.2700 fax 717.939.6180 1005 South Bee Street Employee Contract Pittsburgh, 15220.3406 412.92 2.1116 16 5fax 412.922.0799 AGREEMENT, made this day o `'b etween Priority S tL'YY35; °stagemeters.com Ipc., of Harrisburg, PA, her ' after referred to s `The employer an E? f V . hereinafter referred to as "The Employee". WITNESSETH: WHEREAS, the Employer above named has for many years engaged in the business of servicing and repairing and selling Mailing Equipment and related supplies in the State of Pennsylvania and WHEREAS, the Employer and the Employee are desirous of arranging for the continuance of such relationship between the Employer and the Employee and also to arrange for the rights of the parties after the severance of such relationship: NOW, THEREFORE, for and in consideration of the mutual promises and agreements herein contained, it is agreed by and between the parties hereto as follows: 1. The Employee hereby agrees to devote his entire time, skill, ability, labor and attention to the said employment to the reasonable satisfaction of the Employer during the next year ( or until this contract shall be terminated); to observe and comply with all Personnel Policies, and Operating Policies; not to, either during the term of his employment or at any time thereafter, disclose to any person, ;firm, or corporation any information concerning the business or the affairs of the Employer which he may have acquired in the course of or as incident to his employment hereunder, for his own benefit, or to the detriment or probable detriment of the Employer; not to engage, on the termination for any cause whatsoever of his employment hereunder in the same or similar line of business as that now carried on by the Employer or to engage to work in any individual Finn or corporation engaged in such a line or similar line of business in a 50 mile radius of any office or branch of Priority Systems, Inc.,. or Priority Systems of Pittsburgh for a period of one year from the time the employment under this Contract ceases; not to solicit or cause any other person to solicit the business of the customers of the Employer appearing on the books of the Employer on the date of this Agreement, or at termination of this Agreement. 2. The Employee hereby agrees not to solicit or cause any other person to solicit any employee of the Employer appearing on the books of the Employer on the date of this Agreement, or at termination of this Agreement to leave the employee of the Employer for any reason whatsoever. 3. The salary and other compensation of the said Employee during the term of this Agreement shall be mutually agreed upon by the Employer and the Employee. In addition, (n Employee shall be entitled to vacation days and personal days each year as per the LL Company Policies. Employee agrees to be bound ;by and act within those policies listed in F. Co the Personnel Policies Handbook and any operating Policies and/or Procedures which may z 1% be released and/or amended from time to time. a ® 03131d1S--n 4. The Employer reserves the right to terminate its obligations under paragraph 3 of this Agreement in the event of the death of the Employee or 30 days after such physical or mental disability as would prevent the performance of the duties of this employment, or immediately in the event of any act of dishonesty, fraud, misrepresentation, or other act or moral turpitude. Employee shall not be entitled to any compensation following termination. 5. Employee agrees that in performing her obligations under this Contract in selling and/or offering to sell products and equipment, she will not: (a) misrepresent the manufacturer's specifications and/or capabilities of the products offered; (b) engage in any false or deceptive act or practice; or (c) engage in activities not specifically authorized ;by Employer. 6. Employee agrees that for a period of 90 days from initial hire he will be in a probation period. During this period her work habits and ability will be evaluated by the Employer. The Employer reserves the right to terminate employment within the first 90 days if Employer deems the Employee to be unsuitable for any reason. 7. Employee agrees to reimburse Employer for all direct training and hiring expenses associated with or attributed to the Employee including Agency Fees, Class fees, Special Travel Expenses, Hotel Expenses, etc., should the Employee voluntarily terminate employment during the first year of employment. Employee further agrees to reimburse Employer for all reimbursed and/or directly paid Tuition expenses, as referenced in the company Higher Educational Assistance Policy, should the employee voluntarily terminate employment within one year following the payment of the reimbursement/direct pay to the education institution. By the Employee's signature below the Employee hereby authorizes the company to deduct these reimbursements, as after-tax miscellaneous deductions, from all monies owed to the Employee at the time of termination notice. 8. This Agreement constitutes and expresses the whole Agreement of the parties hereto in reference to any employment of the Employee by the Employer and in reference of any of the matters or things herein provided for herein discussed or mentioned in reference to such matter, all promises, representations or understanding relative there to be merged herein. The parties hereto recognizing that irreparable injury will result to the Employer's business and property in the event of a breach of a covenant herein made by the Employee and that the said employment is based primarily upon the covenants and assurances herein made by the Employee and that the said employment is based primarily upon the covenants and assurances herein made and evidenced, it is agreed that in such event the Employer shall be entitled in addition to any other remedies and damages available, to any injunction to restrain the violation thereof by Employee, his partners, agents, servants, employers and employees and all persons acting for or with him. The Employee represents and admits that in the event of the termination of his employment for any cause whatsoever, his experience and capabilities are such that he can obtain employment of business engaged in other lines and/or of a different nature and that the importance of a remedy by way of injunction will not prevent him from earning a livelihood. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. Employer: loyee: Prio y tems, Inc. - 44 Andrew Orons President Outside Software Sales Representative Priority Systems, Inc. - Harrisburg, PA Job Description Priority Systems, Inc.'s Software Sales Representatives are responsible for selling specific business solution products including output management solutions and related software. As a Software Sales Representative, your primary focus will be to sell Priority System's technology-based solutions to companies within Central Pennsylvania. Specific job duties will involve prospecting for new business opportunities and upgrading existing customers. You will be required to achieve 100% of quota through implementing creative sales strategies, performing extensive customer needs analyses and site surveys, meeting with decision makers, understanding corporate goals and the industry of each account, completing an account profile for each account, identifying challenges within the account's document workflow, and continuous customer appointments. You will also be responsible for proposals, presentations, and product demonstrations and recording all activities into our CRM. Desired Skills &_Experience Your qualifications must include a bachelor's degree or equivalent experience with a minimum of 2 years recent office technology industry business to business outside sales experience, strong communication skills including the desire to build solid working relationships with a variety of businesses, an interest in learning new technology in an evolving industry, the ability to work judiciously and excellent time management skills. Previous experience with Planet Press or Docuware is a plus. We will provide you with ongoing training and development to build the foundation for your career. In return, Priority Systems, Inc. offers a competitive compensation package including base salary, commissions, and quarterly bonus opportunities, travel allowance, medical, dental, vision, 401(k) Savings Plan, opportunity to earn incentive trips, vacation, and much more! Company Description Priority Systems, Inc. is celebrating its 25th year of providing quality business solutions in Pennsylvania. We are a strong company with a great support team who is committed to helping our customers achieve their strategic goals. PLAINTIFF'S ? R Writeboard: 2011 Strategic Plan Goal - Establish Success in Software Sales (Version 1) 2011 Strategic Plan Goal - Establish Success in Software Sales A. Programs 1. Ensure Sales Team is Feeding Solutions Team a) Training b) Visibility c) Targets A) Ride-Alongs 2. Must Be Actively Targeting Prospects Now B. Resources 1. Tweardy 2. Radic 3. New Hire 4. Neopost Training C. Milestones 1. Shift GT into Software/ Systems Focus away from Pro-mail Kewill, ESS, Tracking, Data Integration 2. Targeted Calls 3. Hire Dedicated OMS Sales Rep 4. Develop 6 Active P2 or Better Prospects by EOQ2 5. 1 OMS Sale by end of 3rd Quarter 6. 2 Additional OMS Sales by end of 4th Quarter 7. OMS Rep Produces $100K GMD by Year-End 8. GT Achieves $150K GMD in Systems Sales 9. Monthly Forecasts Review 10. Monthly Sales Review ER Plan 6/1 -1 directed him to accelerate that plan In project - we need Milestone steps in the hiring process commerjts https: / / 123.writeboard.com/4fkue9bgIht7apm 5 10/3/114:39 PM PLAINTIFF'S 0 EX D6.0 - Software Systems Sales > Progress? 10/3/114:37 PM D6.0 - Software Systems Sales Priority Systems Progress? From: Andy Orons Date: Mon, 23 May 2011 at 8:52am According to the notes here, this project is has had no progress in May. Is that accurate? Emerick Radic Mon, 23 May at 9:57am From the Linkedln ad we received 3 resumes. I sent you one of them for the Executive Asst position, another's experience wasn't what we were looking for (Major/Minor League Baseball Player), and a third I'll show you this afternoon but it didn't look too good. I don't understand how in this job market we can run three adds and get virtually nothing. I have a meeting set up for June 1 st where I'm meeting a recruiter who finds employees for Xerox and the like. Andy Orons Mon, 23 May at 10:13am We've never advertised here before but how about posting on http:/Iihiresalespeople.com/ ? Laura is out this week so I would encourage you to take it upon yourself. In the meantime, I am pushing all Milestones on this project back by 1 month. Andy Orons Thu, 2 Jun at 6:20am Have we received any further resumes/applicants from ihiresalespeople or any other source? Was the meeting with the recruiter rescheduled? Emerick Radic Thu, 2 Jun at 3:19pm via email No more. Jason and I are rescheduling for next week. Emerick M. Radic Director of Sales Priority Systems, Inc. (o) 717-939-2700 x8161 (m) 717- 903-5579 From: Andy Orons > Reply-To: D6o Software Systems Sales > Date: Thu, 2 Jun 2011 10:20:16 +oooo To: Emerick Radic > Subject: [D6.o - Software Systems Sales] Re: Progress? https: / / prioritysystems.basecamphq.com/ projects/6640918-d6-0-software-systems-sales/ posts/46445894/comments PLAINTIFF'S 1 E IBIT a D6.0 - Software Systems Sales > Develop 6 Active P2 Prospects for OMS 10/3/114:38 PM D6.0 - Software Systems Sales Priority Systems Comments on this milestone (Back to the calendar] Upcoming: Thursday, 5 April 2012 (185 days away) Emerick Radic: Develop 6 Active P2 Prospects for OMS Emerick Radic Mon, 13 Jun at 1:40pm Moved Milestones for this project out. Met Jason from Augustine Recruiting today and he is going to present us with some candidates for the position. I let him know that we want to see resumes asap. PLAINTIFF'S E T https://prioritysystems.basecamphq.com/projects/6640918-d6-0-software-systems-sales/milestones/19989148/comments#118063198 From: Emerick Radic <eradic «@prioritysystems.com> Date: Fri, 15 Jul 201110:56:45 -0400 To: Andrew Orons <aoronsCa)prioritysystems.com> Subject: Letter Andy - I figured you need a letter as well. I cannot thank you enough for everything over the last 10 years. Emerick Page 2 of 2 PLAINTIFF'S EX a July 15, 2011 To: Andrew Orons From: Emerick Radic Re: Resignation Dear Andy - Please accept this as my resignation from Priority Systems, Inc. I want to thank you for giving me the opportunity to be a part of your team for the last 10 years. I will work diligently to make this a smooth transition. I would like to stay on board through August 31, 2011. Sincerely, Emerick M. Radic From: Andrew Orons <aoronsOl2rioritysystems.com> Date: Tue, 26 Jul 201112:36:11 -0400 To: Emerick Radic <eradic(@prioritysystems.com> Subject: Re: Letter Emerick - I regretfully accept your resignation and wish you the best of luck in your future endeavors. If there is anything that I can do to assist you, please feel free to ask. Here is how I see the next couple of weeks playing out: If it is your desire to inform your Sales Staff personally, I would like to see it happen on Monday, August 1. If you don't want to do this, I will. After that, on Monday, I want to spend one-on-one time with Tami Doupe to discuss how this will affect her and what she can look forward to. (Note: after giving the matter some thought, I think it might be better if you do not attend the Town Hall meeting on Wednesday to give Tami the opportunity to present as she feels best) After that, on Monday, I want to spend at least several hours with you reviewing the transition and determining actions that I will need to take or delegate after your departure. This may take us into Tuesday. I expect to need for you to schedule some visits to introduce either Tami or myself (or both) to important customers where you have a strong relationship. This should happen during the first 2 weeks of August. I'm not sure whether or not you are intending to stay with your scheduled vacations in August but you currently have 9 scheduled days and 2 unscheduled days remaining. I think that we can pretty much finish up by August 12, although if you are going to Annapolis on August 5-8, we may need a few more days. In any case, you can use the remainder of your vacation time at the end of August - I think you will find that it is not a lot of fun being a "lame duck" and you will be looking for bigger and better things ASAP. I might need you to attend some meetings in the latter half of the month if they cannot be scheduled in the first 2 weeks. Regarding August deliveries, so long as we can get done what we need to get done, I will consider you to have been here for the month in regard to your personal bonus earning for the month even if we come up a couple of days short. Of course, all of this is assuming that we are going to remain friends as we discussed - and specifically, that you will adhere to the terms of your Employee Contract, particularly in regard to competing with us, working for or consulting for a competitor, sharing any confidential information or soliciting of any of our employees. Can I be assured of that? Andrew Orons President Priority Systems Inc 717-939-2700 Fax 717-939-6180 aoronsftl2rioritvsystems.com PLAINTIFF'S EX IT a From: Emerick Radic <eradicPprioritysystems.com> Datir: Tue, 26 Jul 201114:54:29 -0400 To: Andrew Orons <aorons@prioritysystems.com> Subject: Re: Letter Andy - The timeline makes sense to me. I assure you that I will abide by my employment contract. I truly value our friendship and I hope that we could help each other in the future. I believe I have given all I had in me the last almost 11 years to make Priority Systems the best it could be. I know I'm not the easiest employee you've ever had to deal with but I hope there are no regrets in your decision that made me a part of this company. I'm really going to miss being a part of this team. I don't have to take the vacation day on August 5th but I do need to take a vacation day on the 8th for the Annapolis Trip. Again, I look forward to a long, friendly relationship with you and Priority Systems. We're Celebrating 25 Years! Ask me about our Open House on September 16th Equipment Demos, Food, Prizes & More! Emerick M. Radic Director of Sales Priority Systems Inc Phn 717-939-2700 X 8161 Fax 717-939-6180 Website - www. rp ioritysystems.com Online Store - wwwpno ilysystems.com/catalog Pryer =5MMAILING & SNIPPING TECHNOLOCY PLAINTIFF'S ? EXHI IT In From: Bryan Glister <bailster@krenaeltech.com> Date: Mon, 3 Oct 201106:34:07 -0700 To: Emerick Radic <eradic@orioritvsvstems.com> Subject: Price List Hey Emerick, Attached is a copy of our MSRP Price List. You will receive a 30% discount off all software and services. Give me a shout if you need anything. Regards, Bryan KRENGELTECH Bryan Glister I Channel Sales Manager Phone: 612-284-6896 Cell: 425-753-6937 Email: ballster0krenaeltech.com I Web: www.krenaeltech.com For Immediate support call 612-216-1234 or email dmsugport0krenoeltech.com PLAINTIFF'S EXHIBIT a DocuMailer Price List MSRP KRENGELTECH-COM Product Item Code MSRP DocuMailer Production DMP $12,999.00 DocuMailer Production *(Annual Maintenance Support) DMP-AMS $2,599.80 • DocuMailer Production Bundle - SMA250 DMP-SMA250 $12,199.00 DocuMailer Production Bundle - SMA250 *(Annual Maintenance Support) DMP-SMA250-AMS $4,835.00 DocuMailer Production Bundle - SMA500 DMP-SMA500 $12,699.00 DocuMailer Production Bundle - SMA500 *(Annual Maintenance Support) DMP-SMA500-AMS $6,335.00 DocuMailer Production Bundle - SMA1000 DMP-SMA1000 $13,199.00 DocuMailer Production Bundle - SMA1000 *(Annual Maintenance Support) DMP-SMA1000-AMS $8,835.00 DocuMailer Production Bundle - SMA Unlimited DMP-SMAU $12,699.00 DocuMailer Production Bundle - SMA Unlimited *(Annual Maintenance Support) DMP-SMAU-AMS $11,335.00 DocuMailer Production Bundle - PPO DMP-PPO $19,199.00 DocuMailer Production Bundle - PPO *(Annual Maintenance Support) DMP-PPO-AMS $3,615.00 DocuMailer Production Bundle - PPO-SMA250 DMP-PPO-SMA250 $19,699.00 DocuMailer Production Bundle - PPO-SMA250 *(Annual Maintenance Support) DMP-PPO-SMA250-AMS $6,110.00 DocuMailer Production Bundle - PPO-SMA500 DMP-PPO-SMA500 $20,199.00 DocuMailer Production Bundle - PPO-SMA500 *(Annual Maintenance Support) DMP-PPO-SMA500-AMS $7,610.00 DocuMailer Production Bundle - PPO-SMA1000 DMP-PPO-SMA1000 $20,699.00 DocuMailer Production Bundle - PPO-SMA1000 *(Annual Maintenance Support) DMP-PPO-SMA1000-AMS $10,110.00 DocuMailer Production Bundle - PPO-SMA Unlimited DMP-PPO-SMAU $20,199.00 DocuMailer Production Bundle - PPO-SMA Unlimited *(Annual Maintenance Support) DMP-PPO-SMAU-AMS $12,610.00 DocuMailer Production Bundle - PPP DMP-PPP $24,199.00 DocuMailer Production Bundle - PPP *(Annual Maintenance Support) DMP-PPP-AMS $4,465.00 DocuMailer Production Bundle - PPP-SMA250 DMP-PPP-SMA250 $24,699.00 DocuMailer Production Bundle - PPP-SMA250 *(Annual Maintenance Support) DMP-PPP-SMA250-AMS $6,960.00 DocuMailer Production Bundle - PPP-SMA500 DMP-PPP-SMA500 $25,199.00 DocuMailer Production Bundle - PPP-SMA500 *(Annual Maintenance Support) DMP-PPP-SMA500-AMS $8,460.00 DocuMailer Production Bundle - PPP-SMA1000 DMP-PPP-SMA1000 $25,699.00 DocuMailer Production Bundle - PPP-SMA1000 *(Annual Maintenance Support) DMP-PPP-SMA-AMS $10,960.00 DocuMailer Production Bundle - PPP-SMA Unlimited DMP-PPP-SMAU $25,199.00 DocuMailer Production Bundle - PPP-SMA Unlimited *(Annual Maintenance Support) DMP-PPP-SMAU-AMS $13,460.00 DocuMailei Office DocuMailer Office DMO $3,000.00 DocuMailer Office *(Annual Maintenance Support) DMO-AMS $600.00 DOCLIMailef Office Bundles DocuMailer Office Bundle - PPO DMO-PPO $10,200.00 DocuMailer Office Bundle - PPO *(Annual Maintenance Support) DMO-PPO-AMS $1,815.00 DocuMailer Office Bundle - SBMP DMO-SBMP $3,700.00 DocuMailer Office Bundle - SBMP *(Annual Maintenance Support) DMO-SBMP-AMS $2,235.00 This document contains confidential information - Krengel Technology, Inc. Effective: May 15, 2011 - All prices are USD DocuMailer Price List MSRP KRENGELTECH.COM DocuMailer Office Bundles - Continued DocuMailer Office Bundle - PPO-SBMP DMO-PPO-SBMP $11,200.00 DocuMailer Office Bundle - PPO-SBMP *(Annual Maintenance Support) DMO-PPO-SBMP-AMS $3,510.00 DocuMailer Office Bundle - PPP DMO-PPP $15,200.00 DocuMailer Office Bundle - PPP *(Annual Maintenance Support) DMO-PPP-AMS $2,665.00 DocuMailer Office Bundle - PPP-SBMP DMO-PPP-SBMP $16,200.00 DocuMailer Office Bundle - PPP-SBMP *(Annual Maintenance Support) DMO-PPP-SBMP-AMS $4,360.00 OMR Data Creator - Add-on DM-OMR-AO $699.00 PDF Text Data Extract - Add-on DM-PDF-AO $699.00 NCOALink Cache - Add-on DM-NCOAC-AO $699.00 Document To SQL - Add-on DM-SQL-AO $699.00 DocuMailer Production Remote Implementation DMP-RI $2,700.00 DocuMailer Office Remote Implementation DMO-RI $1,800.00 DocuMailer Post Office Facilitation Assistance DM-POFA $900.00 D. Professional Services Hourly Rate KT-PSHR $225.00 Professional Services Daily Rate KT-PSDR $1,782.00 Professional Services 12+ Hourly Rate KT-PS12HR $221.63 Professional Services 25+ Hourly Rate KT-PS25HR $220.50 Professional Services 50+ Hourly Rate KT-PS50HR $218.25 Professional Services 100+ Hourly Rate KT-PS100HR $216.00 Professional Services 250+ Hourly Rate KT-PS250HR $213.75 Professional Services Per-Diem KT-PSPD $400.00 Professional Services Air-Fare KT-PSAF At Cost *(Annual Maintenance Support) is mandatory for the first year. PPO = PlanetPress Office I PPP = PlanetPress Production I SMA = Satori Mailroom Toolkit Architect I SBMP = Satori Bulk Mailer Pro 250, 500, 1000 refer to the maximum pieces of mailings per year in 1,000s. (ie: 250 = 250,000 mailings) This document contains confidential information - Krengel Technology, Inc. Effective: May 15, 2011 - All prices are USD GreenTrail Solutions, Inc. (5) tJ a ? ? GreenTrail Solutions, Inc. Like S p L U T 1 Q N S Company • Lemoyne, Pennsylvania Wall Info Friend Activity Photos About A Software Solutions Company 127 this Create a Page Get Updates via RSS Report Page Share Information Description A software solutions company dedicating to helping organizations perform better and eliminate waste. Address 717 Market Street Suite 355, Lemoyne, PA 17043 • Get Directions Phone 717-810-6956 Website http://www.greentrailsolutions.com pAnst st 614 Ho ? - Cf 4 iampden ca,Fsie PHce i ? . o+vn'Ghrp b< set Steghon , Ckm?4 ::, ail -. _ `•t":Y•Fr ?'"<0". #d icfP40Th Founded 2011 About A Software Solutions Company Company Overview GreenTrail Solutions, Inc. specializes in helping companies, organizations, schools, colleges and universities reduce costs, improve current processes, and increase revenue through innovative software solutions. Mission To help organizations go green by eliminating waste, improving processes , and generating the revenue they need to remain healthy. Email info@greentrailsolutions.com Browse Places Places ? United States k Pennsylvania ? Lemoyne Recommend This Place Help your friends discover great ,OZKI places to visit by recommending U T I GreenTrail Solutions, Inc. Sponsored See All New Zealand Honeymoon newzealand.com If Adventure is What You Love, New Zealand is the Honeymoon Destination for You! Find Out More Here! EFFEN Vodka Try an EFFEN +.. Cucumber BI Mary! Each o Vodka's thre is perfect for tasty cocktail responsibly. Like Pets in 3D! oody f EFFEN e varieties different Is. Drink Create your own Avatar and adopt a Pet in the best virtual world online. Join for FREE! New York Giants BCA Gear ladyfanatics.com Ladies, Show Your Support for Breast Cancer Awareness Month with New York Giants Pink BCA Shirts, Hats & More at Ladyfanatics.com. Facebook © 2011 • English (US) About • Advertising • Create a Page • Developers • Careers • Privacy • Terms • Help Chat 15 http://www.facebook.com/pages/GreenTrail-Solutions-Inc/ 120918901347783?sk=info 0 Danielle Juran Home 10/4/11 8:35 AM Edit Edit You and GreenTrail Solutions, Inc. Courtney Piazza likes this. PLAINTIFF'S EXHIBIT GreenTrail Solutions Home 10/4/11 11:14 AM GreenTrail Solutions, Inc. is a dynamic solutions provider that specializes in helping organizations reduce costs, improve current processes, and increase revenue through innovative software solutions. Here are some of our solution areas: • Address Correction Software • Address Capture Software • Bulk Mailing Software • eCertified Solutions • Package and Asset Tracking Systems • Document Output Creation Software (DOCS) • Mail Outsourcing Solutions • Mail Reduction Consulting • Paper Reduction Planning • Postal Discounting Software • HIPAA Compliancy Solutions http://greentrailsolutions.com/ Page 1 of 1 c? k* I I 1 i if 1 - s d N 401 (OBI C _yd Ly uN N C ? 0 n? N ? C Lp C C ? d V LI. N y V VN .r2 ? Ti ? ? ` W ? Ol ? i03 lQJ ? 0 10 Ci AL a w Y Z c O Q C G T 2-0 N yy C 4 yC y ? .? ? y` iy?{ ? d ? 4pN may, ? ? ? ??Q (? `" i?t ?( ` C Q .L? W c i7 V 4? d Yry. S' C I+fty I?¢ C, °H' c`3 i.? tn L.9 _ c a4. a Q ri 3 CI'?. LY } ,m I l r ? IDENTICAL SERVICES OFFERED BY PLAINTIFF AND GREENTRAIL SOLUTIONS PRIORITY SYSTEMS • Document Management Software' • Document Workflow Software2 • Address Correction Software3 • Address Capture Software4 • Bulk Mailing Software5 • eCertified Solutions6 • Package and Asset Tracking Systems' • Document Output Creation Software (DOCS)' • Mail Reduction Consulting9 • Postal Discounting Software10 ' Provided since 2004. 2 Provided since 2004. 3 Provided since 1995. 4 Provided since 1995. 5 Provided since 1995. 6 Provided since 2008. Provided since 1991. 8 Provided since 2004. 9 Provided since 2004. 10 Provided since 1995. " See Plaintiffs Exhibit "J" GREENTRAIL SOLUTIONS" • Secure entail • Secure Contact • Secure File Transfer • eForms • Document Management Software • Document Workflow Software • Records Management Software • Document Scanning Software • Address Correction Software • Address Capture Software • Bulk Mailing Software • eCertified Solutions • Package and Asset Tracking Systems • Document Output Creation Software (DOCS) • Information Capturing with Smartpens • Mail Outsourcing Solutions • Mail Reduction Consulting • Paper Reduction Planning PLAINTIFF'S EXHI T { From: Andrew Orons <aorons&2riori sysJems.com> Date: Mon, 3 Oct 201114:33:33 +0000 To: Emerick Radic <eradic@.greentrailsolutions.com> Subject: Objectif Lune/Krengeltech Emerick - Would you care to talk about this? Andrew Orons President Priority Systems Inc 717-939-2700 Fax 717-939-6180 aorons(Dprioritvsvstems.com PLAINTIFF'S EXHIBIT a In From: Emerick Radic <eradic(Mgreentrailsolutions com> Date: Wed, 5 Oct 201107:52:29 -0400 To: Andrew Orons <aorons0grioritysystems com> Subject: Re: Objectif Lune/Krengeltech Andy - I would like to continue our discussion. We've worked together a long time and I think we can come to an agreeable understanding whereas we could both benefit from a positive relationship. Would you care to have lunch with me today? Emerick M. Radic President GreenTrail Solutions, Inc. 717 Market St. Suite 355 Lemoyne, PA 17043 717-810-6956 eradic(cDgreentrailsolutions com PLAINTIFF'S EXHIBIT us,ness -W v n^rtp . nr j1L I.-IT Corporations Online Services I Corporations I Forms I Contact Corporations I Busin=ss 5erv c: s "vaniE c?4ir? fan inC:? Docurnerrls r?E?4 Business Entity Filing History Date: 10/7/2011 (select the link above to view the Business Entity's Filing History) Business Name History Name Name Type GreenTrail Solutions, Inc. Current Name Business Corporation - Domestic - Information Entity Number: 4050557 Status: Active Entity Creation Date: 8/18/2011 State of Business.: PA Registered Office Address: 635 Hunters Lane Lewisberry PA 17339 York Mailing Address: No Address t+J{? 4 Copyright ® 2002 Pennsylvania Department of State. All Rights Reserved. Commonwealth of PA Privacy Statement https://www.corporations.state.pa.us/corp/soskb/Corp.asp?2969088 PLAINTIFF'S EXHIBIT SERRATELLI, SCHIFFMAN & BROWN, P. C. Paige Macdonald-Matthes, Esquire Supreme Court ID No. 66266 2080 Linglestown Road Harrisburg, PA 17110 (717) 540-9170 (717) 540-5481 Facsimile Email: PMacdonald-Matthes(a?ssbc-law com Attorneys for Plaintiff, Priority Systems Inc. PRIORITY SYSTEMS INC., Plaintiff V. INC., 0 -. 01 FF EMERICK M. RADIC, Individually and GREENTRAIL SOLUTIONS, Defendants E T , a -2 J : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA DOCKET NO : //- 43?S elell L 7,o-,,, : CIVIL ACTION- IN EQUITY PLAINTIFF'S MOTION FOR PRELIMINARY INJUNCTION AND NOW, comes Plaintiff, Priority Systems Inc., by and through its counsel, Serratelli, Schiffman & Brown, P. C., and files its Motion for the issuance of a special or preliminary Injunction without hearing, pending a hearing to be held within five (5) business days enjoining the Defendants, Emerick M. Radic, Individually and GreenTrail Solutions, Inc., from doing any of the following: (1) communicating Plaintiff s confidential and/or proprietary information;(2) using Plaintiff s confidential and/or proprietary information in violation of the Pennsylvania Uniform Trade Secret Act, 12 Pa. C.S.A. §5301 et seq.; (3) making any effort to dissuade any person or entity from using, employing or conducting business with Plaintiff or its affiliates; (4) intentionally disrupting or interfering with, or seeking to disrupt or interfere with the business or contractual relationship between Plaintiff and its customers and/or affiliates; (5) engaging or attempting to engage in any business activity which is directly or indirectly competitive with, or substantially similar to the Plaintiff's business or its affiliates within a fifty (50) mile radius of Plaintiff's offices or branch offices, or Priority Systems Pittsburgh for a period of one (1) year from September 1, 2011 or the date of the Court's Order, which ever date provides a longer period; and (6) violating any term or condition of Defendant Radic's Employment Agreement with Plaintiff. This Motion is respectfully submitted for the reasons more fully set forth at length in Plaintiff's Complaint, a true and correct copy of which is attached hereto and marked as Exhibit 44 1 f1 1. Plaintiff, Priority Systems Inc. (hereinafter "Plaintiff") is a Pennsylvania business corporation having a principal place of business located at 2700 Turnpike Road, Middletown, Dauphin County, Pennsylvania 17057. 2. Defendant, Emerick M. Radic (hereinafter "Radic") is an adult individual with a business address located at 717 Market Street, Lemoyne, Cumberland County, PA 17043. 3. Defendant, GreenTrail Solutions, Inc. (hereinafter "GTS") is a Pennsylvania business corporation having its registered place of business located at 635 Hunters Lane, Lewisberry, York County, Pennsylvania 17339. Upon information and belief, Defendant Radic is the president of Defendant Corporation. 4. Plaintiff is a Central Pennsylvania based company engaged in providing mailing technology to business customers, including public and private sector entities which include both hardware (i.e. postage meters) and software (i.e. postal pre- sort software). 2 5. Starting in the early 1990's, as the Software industry began to take shape, Plaintiff added a variety of software to its product offerings and added the tagline of "Mailing and Shipping Technology" to its logo. Since 1990, Plaintiff has aggressively marketed and sold Mailing and Mailing-related Software, including, inter alia, the following: a. Parcel Shipping and Package Tracking- since 1991; b. Address correction and pre-sort software- since 1995; C. Document Output Creation and Management Software- since 2004; and d. Postal E-Services Software and Related Products- since 2008. 6. On September 21, 2000, Radic entered into an Employment Contract with Plaintiff whereby Defendant agreed to be employed, on an at-will basis, in the position of "Sales Manager". Included in paragraph 1 of the Defendant's Employment Contract is a Confidentiality Agreement and Covenant Not to Compete. A true and correct copy of the Defendant's September 21, 2000 Employment Contract is attached hereto and is marked as Exhibit "A". 7. In his capacity as Sales Manager, Radic's primary duties included, inter alia, managing Plaintiff's sales representatives, locating and/or identifying new business opportunities for Plaintiff, and upgrading Plaintiff's existing customers. A comprehensive job description that was provided to Radic by Plaintiff at the time of hire is attached hereto and is marked as Exhibit "B". 8. In early 2011, Radic was given a "Strategic Goal" with a list of ten (10) specific goals to accomplish on Plaintiff's behalf. A true and correct copy of the Strategic Plan that Radic was to accomplish during calendar year 2011 is attached hereto and is marked as Exhibit "C'. 9. During the first quarter of 2011, Plaintiff saw no progress being made by Radic regarding accomplishing the milestones set forth in the 2011 Strategic Plan and thus made several inquiries of Radic to find out what was going on. Radic consistently advised Plaintiff that he was "working on it." 10. In May 2011, Plaintiff inquired of Radic as to whether any progress was being made toward accomplishing one of the delineated milestones, to wit: the hiring of adding two (2) additional outside sales reps to join the Sales Group by the end of the fourth quarter. A true and correct copy of the email chain is attached hereto and is marked as Exhibit "D". 11. In an email dated June 13, 2011, Radic advised Plaintiff that he unilaterally determined to "move the milestones for this project out". A true and correct copy of Radic's June 13, 2011 email is attached hereto and is marked as Exhibit «E„ 12. On or about June 20, 2011, Plaintiff met with Radic to discuss the fact that no apparent progress was being made by Radic in accomplishing the objectives he was expected to accomplish in the 2011 Stategic Plan, coupled with the fact that Radic was lagging in sales of product, where he had been previously been strong. Radic offered little or no explanation to Plaintiff for his lack of productivity and instead simply told Plaintiff that the "sales department was broken" (which statement was completely false at the time Radic made the same). 4 13. On July 15, 2011, Radic sent Plaintiff's principal, Andrew Orons (hereinafter "Orons"), an email resigning his position with Plaintiff, and further requesting that he be permitted to "stay on board through August 31, 2011." A true and correct copy of Radic's July 15, 2011, email is attached hereto and is marked as Exhibit " F". 14. On July 26, 2011, Orons sent Defendant an email accepting Radic's resignation, setting forth a timeline for Radic's departure and transition of files and clients, and further reminding Radic of his obligations under his Employment Contract, to wit: Radic's non-compete agreement. A true and correct copy of the July 26, 2011 email is attached hereto and is marked as Exhibit "G". 15. On July 26, 2011, Radic responded to Orons' email of even date and agreed to the timeline set by Orons and further agreed that he "[would] abide by his employment contract." A true and correct copy of Radic's July 26, 2011, email is attached hereto and is marked as Exhibit "H". 16. On October 3, 2011, Plaintiff discovered that Radic had started a competing company called "GreenTrail Solutions, Inc." (again hereinafter "GTS") located at 717 Market Street, Lemoyne, PA 17043- an address which is clearly located within a 50 mile radius of Plaintiff's business and thus is prohibited by the terms of Radic's Employment Contract. Plaintiff discovered the existence of Defendants' competing business when Plaintiff received an email from Krengeltech that was sent to Radic at Radic's Priority Systems Inc. email account advising that Krengeltech was "ready to proceed with bringing GTS and Radic on as a `reseller"'. Upon receipt of this email, Orons contacted Brian 5 Gilster of Krengeltech who confirmed the veracity of the content of the October 3, 2011 email. A true and correct copy of Krengeltech's October 3, 2011 email is attached hereto and is marked as Exhibit "I". 17. A review of the services that GTS is advertising on its website reveals that Defendants are engaged in the same business as Plaintiff's business, to wit: address correction; package tracking, Document Output Creation Software ("DOCS"); and eCertifed. True and correct copies of the relevant pages from Defendants' website are attached hereto and are collectively marked as Exhibit "J". A chart showing the comparison of services offered by Plaintiff and GTS is attached hereto as Exhibit "K". 18. On October 3, 2011, Orons sent Radic an email at his email address GTS asking him to contact Orons and provide him with an explanation as to Krengeltech. A true and correct copy of the October 3, 2011 email is attached hereto and is marked as Exhibit "U. 19. During a subsequent oral conversation between Radic and Orons on October 3, 2011, Radic confirmed to Plaintiff that he had in fact formed GTS and further that he had in fact been in contact with Plaintiff's existing resellers and suppliers. Orons again reminded Radic of his non-compete agreement and the fact that GTS was formed and was operating in violation of the same. Orons further advised Radic that if he did not stop what he was doing, legal action would be taken against him. 20. In a follow up email of even date, Radic again confirmed that he had been in contact with Plaintiff's resellers and suppliers and suggested that Plaintiff and 6 Defendants could "come to an agreeable understanding whereas [they] could both benefit from a positive relationship." A true and correct copy of Radic's October 3, 2011 email is attached hereto as Exhibit "M". 21. On November 1, 2011, Plaintiff was advised that Radic has been soliciting another one of Plaintiff's suppliers, to wit: Striata, which supplier is involved in Document Creation, Output Management and Electronic Bill Presentment. Orons was advised by the representative of Striata that Radic had told Striata that Radic and Plaintiff would be "working together"-a statement which is patently false and is deliberately misleading. 22. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic agreed that he would not, "either during the term of his employment or at any time thereafter, disclose to any person, firm or corporation any information concerning the business affairs of [Plaintiff] which he may have acquired in the course or incident to his employment hereunder for his own benefit or to the detriment or probable detriment of [Plaintiff]." 23. Upon information and belief, Defendants have utilized Plaintiff's confidential and proprietary information for their own purpose and with the express intent of advancing their own pecuniary interests and in bad faith. 24. By utilizing Plaintiff's business formula and/or plan, customer lists, programs, devices and methods, all of which are proprietary in nature and thus expressly prohibited from being disseminated by Defendants pursuant to paragraph 1 of Radic's Employment Agreement, Defendants have violated the Pennsylvania Uniform Trade Secret Act, 12 Pa. C.S.A. §5301 et seq. 7 25. Alternatively, and upon information and belief (based in large part on the information contained in Defendants' website), Defendants intend to use the Plaintiffs confidential information for their own purpose and to advance their own pecuniary interests and in bad faith, all of which constitutes a violation of the Trade Secrets Act. 26. Radic's oral representations and written communications demonstrate Defendants' willful, wanton and intentional plan of causing harm to Plaintiff's business reputation and on-going business concerns. 27. Defendants' actions in utilizing Plaintiff's confidential information, coupled with Defendants' stated intention of using Plaintiff's confidential information constitutes a material breach of Radic's Employment Contract. 28. Plaintiff has been substantially and irreparably harmed as a direct and proximate result of Radic's material breach of paragraph 1 of his Employment Contract. 29. Plaintiff's business reputation and client relations have been harmed as a direct and proximate result of Radic's material breach. 30. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic agreed that he would not, "engage, on the termination [of his employment] for any cause whatsoever ... in the same or similar line of business as that now carried on by [Plaintiff] or to engage to work in any individual firm or corporation engaged in such a line or similar line of business in a 50 mile radius of any office or branch of Priority Systems, Inc. or Priority Systems of Pittsburgh for a period of one year from the time the employment under [the] Contract ceases." 8 31. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic further agreed that he would not "solicit or cause any person to solicit the business of the customers of [Plaintiff] appearing on the books of [Plaintiff] on the date of this Agreement, or at the termination of this Agreement." 32. A review of the Pennsylvania Department of State website reveals that Radic formed GTS on August 18, 2011- a date on which Radic was still employed by Plaintiff. A true and correct copy of the relevant webpage is attached hereto and is marked as Exhibit "N". 33. The registered business address of GTS is within a 50 mile radius of Plaintiffs main office, as well as its branch offices. 34. According to Defendants' website, GTS is located at 717 Market Street, Lemoyne, PA which is clearly within a 50 mile radius of Plaintiff s main office. See Exhibit `J". 35. As previously stated herein, a review of the services that GTS is advertising on its website reveal that Defendants are engaged in the same business as Plaintiffs business". See Exhibits "J" and "K". 36. Plaintiff learned for the first time on October 3, 2011, that Radic had been soliciting one of Plaintiffs resellers, Krengeltech during his employment with Plaintiff and encouraged them to utilize the services offered by Defendants' new company. Plaintiff confirmed the veracity of the information it received from its former customer by way of an oral conversation between Orons and Radic that took place on October 3, 2011. 9 37. On November 1, 2011, Plaintiff was advised that Radic has been soliciting another one of Plaintiff's suppliers, to wit: Striata, which supplier is involved in Document Creation, Output Management and Electronic Bill Presentment. Orons was advised by the representative of Striata that Radic had told Striata that Radic and Plaintiff would be "working together"-a statement which is patently false and is deliberately misleading. 38. Upon information and belief, Defendants have utilized Plaintiff's confidential and proprietary information for their own purpose and with the express intent of advancing their own pecuniary interests. 39. Alternatively, and upon information and belief (based in large part on the information contained in Defendants' website), Defendants intend to use the Plaintiff's confidential information for their own purpose and to advance their own pecuniary interests, and further intend to disrupt or interfere with the business or contractual relationship between Plaintiff and its customers. 40. Radic's oral representations and written communications demonstrate Defendants' willful, wanton and intentional plan of causing harm to Plaintiff's business reputation and on-going business concerns, and further demonstrate Defendants' intention of disrupting or interfering with the business or contractual relationship between Plaintiff and its customers. 41. Plaintiff has been substantially and irreparably harmed as a direct and proximate result of Radic's material breach of paragraph 1 of his Employment Contract. Plaintiffs business reputation and client relations have been harmed as a direct and proximate result of Defendants' actions. 10 42. Defendants' conduct in violating the terms and conditions of the Employment Agreement has caused and will continue to cause Plaintiff significant damages, not all of which can be recouped in the form of a monetary award. 43. Preliminary injunctive relief is a remedy specifically provided for by the Pennsylvania Uniform Trade Secrets Act, 12 Pa. C.S.A. §5303. 44. Preliminary injunctive relief is necessary to prevent immediate and irreparable harm to Plaintiff which could not otherwise be compensated by damages. 45. Greater injury will result by refusing the injunctive relief than by granting it. 46. The requested injunctive relief will restore the Parties to the status quo as it existed immediately prior to the Defendants' wrongful conduct. 47. The activity sought to be restrained is actionable and the requested injunction is reasonably suited to abate such activity. 48. The Plaintiff's right to relief is clear and the alleged wrong is manifest. WHEREFORE, Plaintiff, Priority Systems, Inc., respectfully requests that this Honorable Court grant Plaintiff's Motion for Special or Preliminary Injunction pursuant to 12 Pa. C.S.A.§5303, and enter an Order as follows: a. Cease and desist all communication of Plaintiff s confidential and/or proprietary information; b. Cease and desist all use of Plaintiff s confidential and/or proprietary information; C. Cease and desist all efforts to dissuade any person or entity from using, employing or conducting business with Plaintiff or its affiliates; 11 d. Cease and desist all efforts to intentionally disrupt or interfere with, or seek to disrupt or interfere with the business or contractual relationship between Plaintiff and its clients or affiliates; e. Cease and desist all efforts to engage or attempt to engage in any business activity which is directly or indirectly competitive with, or substantially similar to the Plaintiff s business or its affiliates, within a 50 mile radius of Plaintiff's offices for a period of one (1) year from September 1, 2011 or the date of this Order, whichever date provides a longer period; and f. Radic shall comply with all terms and conditions of his Employment Agreement with Plaintiff, including but not limited to the confidentiality and non-compete provisions set forth therein. Respectfully submitted, Date: November 2, 2011„e Paige Macdonald-Matthes, Esquire Attorney I.D. #66266 SERRATELLI, SCHIFFMAN & BROWN, P.C. 2080 Linglestown Road Harrisburg, PA 17110 Telephone: (717) 540-9170 Facsimile: (717) 540-5481 Attorneys for Plaintiff 12 VERIFICATION I, Andrew Orons, President of Priority Systems, Inc., verify that the statements made in the foregoing Motion are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. Date: /'r "-J -// PRIORITY SYSTEMS NC. By: Andrew Orons Title: President ?X+??'? y Supreme C County For Proik enotary Use Only: l Docket No : , The information collected on this form is used solely.for court administration purposes. This form does not suDDlement or replace the filinp, and .service of nlnndinoc nr nthor nnnorc Commencement of Action: 0 Complaint ? Writ of Summons ® Petition ? Transfer from Another Jurisdiction ? Declaration of Taking Lead Plaintiffs Name: Lead Defendant's Name: Priority Systems, Inc. Emerick Radicand GreenTrail Solutions Are money damages requested? Yes ? No Dollar Amount Requested: awithin arbitration limits (check one) ?x outside arbitration limits Is this a Class Action Suit? ® Yes 0 No Is this an MDJAppeal? ® Yes 0 No Name of Plaintiff/Appellant's Attorney: Paige Macdonald-Matthes, Esquire ? Check here if you have no attorney (are a Self-Represented [.Pro Sel Litigant) Xatttre.W the Case: Place an "X" to the left of the ONE case category that most accurately` describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) ? Intentional ? Malicious Prosecution ? Motor Vehicle ? Nuisance ? Premises Liability ? Product Liability (does not include mass tort) ? Slander/Libel/ Defamation 13Other: MASS TORT ? Asbestos 13 Tobacco ? Toxic Tort - DES ? Toxic Tort - Implant ? Toxic Waste ? Other: PROFESSIONAL LIABLITY ? Dental ? Legal ? Medical Q Other Professional: CONTRACT (do not include Judgments) ? Buyer Plaintiff © Debt Collection: Credit Card ? Debt Collection: Other © Employment Dispute: Discrimination Employment Dispute: Other Breach of Non-Compete/ Confidentiality Clause Other: REAL PROPERTY ? Ejectment ? Eminent Domain/Condemnation © Ground Rent Landlord/Tenant Dispute Mortgage Foreclosure: Residential ? Mortgage Foreclosure: Commercial Q Partition ? Quiet Title ® Other: CIVIL APPEALS Administrative Agencies ® Board of Assessment Board of Elections Dept. of Transportation Statutory Appeal: Other ? Zoning Board ® Other: MISCELLANEOUS Common Law/Statutory Arbitration ? Declaratory Judgment Mandamus Non-Domestic Relations Restraining Order Quo Warranto Replevin 0 Other: Updated 1/1/2011 SERRATELLI, SCHIFFMAN & BROWN, P. C. Paige Macdonald-Matthes, Esquire Supreme Court ID No. 66266 2080 Linglestown Road Harrisburg, PA 17110 (717) 540-9170 (717) 540-5481 Facsimile Email: PMacdonald-Mattheskssbc-law.com Attorneys for Plaintiff, Priority Systems PRIORITY SYSTEMS INC, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff : DOCKET NO : V. EMERICK M. RADIC, Individually and GREENTRAIL SOLUTIONS, INC., Defendants : CIVIL ACTION- IN EQUITY NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Lawyer Referral Service 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mds adelante en las siguientes pdginas, debe tomar acci6n dentro de los pr6ximos veinte (20) dias despu6s de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar acci6n como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier sums de dinero reclamada en la demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mds aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Cumberland County Lawyer Referral Service 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 SERRATELLI, SCHIFFMAN & BROWN, P. C. Paige Macdonald-Matthes, Esquire Supreme Court ID No. 66266 2080 Linglestown Road Harrisburg, PA 17110 (717) 540-9170 (717) 540-5481 Facsimile Email: PMacdonald-Mattheskssbc-law.com Attorneys for Plaintiff, Priority Systems Inc. PRIORITY SYSTEMS INC., Plaintiff V. EMERICK M. RADIO, Individually and GREENTRAIL SOLUTIONS, INC., Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : DOCKET NO : CIVIL ACTION- IN EQUITY COMPLAINT AND NOW, comes Plaintiff, Priority Systems Inc., by and through its counsel, Serratelli, Schiffman & Brown, P. C., and files its Complaint against Emerick M. Radic, Individually and GreenTrail Solutions, Inc., and in support thereof avers as follows: Parties 1. Plaintiff, Priority Systems Inc. (hereinafter "Plaintiff') is a Pennsylvania business corporation having a principal place of business located at 2700 Turnpike Road, Middletown, Dauphin County, Pennsylvania 17057. 2. Defendant, Emerick M. Radic (hereinafter "Radic") is an adult individual with a business address located at 717 Market Street, Lemoyne, Cumberland County, PA 17043. 3. Defendant, GreenTrail Solutions, Inc. (hereinafter "GTS") is a Pennsylvania business corporation having its registered place of business located at 635 Hunters Lane, Lewisberry, York County, Pennsylvania 17339. Upon information and belief, Defendant Radic is the president of Defendant Corporation. 4. The Plaintiff, Radic and GTS are sometimes referred to herein collectively as "the Parties." 5. "Defendants" shall mean Radic and GTS, collectively. Jurisdiction and Venue 6. This Court has jurisdiction over the Parties and the subject matter of this litigation pursuant to 42 Pa. C. S. §931. 7. Venue is appropriate in this Court of Common Pleas of Cumberland County, Pennsylvania for the following reasons: a. Pursuant to Pa. R.C.P. 1006(a)(1) in that it is the county where the Defendants may be served; it is the county in which the cause of action arose; and it is the county where the occurrences took place out of which the cause of action arose; and b. Pursuant to Pa. R.C.P. 2179 as Defendants conduct business in Cumberland County, and as Plaintiff's causes of action against Defendants arise out of Defendants business transactions which took place in and about Cumberland County. Arbitration 8. Plaintiff's claims exceed the arbitration limits of this Court. Background 9. Plaintiff is a Central Pennsylvania based company engaged in providing mailing technology to business customers, including public and private sector entities which include both hardware (i.e. postage meters) and software (i.e. postal pre- sort software). 10. Starting in the early 1990's, as the Software industry began to take shape, Plaintiff added a variety of software to its product offerings and added the tagline of "Mailing and Shipping Technology" to its logo. Since 1990, Plaintiff has aggressively marketed and sold Mailing and Mailing-related Software, including, inter alia, the following: a. Parcel Shipping and Package Tracking- since 1991; b. Address correction and pre-sort software- since 1995; C. Document Output Creation and Management Software- since 2004; and d. Postal E-Services Software and Related Products- since 2008. 11. On September 21, 2000, Radic entered into an Employment Contract with Plaintiff whereby Defendant agreed to be employed, on an at-will basis, in the position of "Sales Manager". Included in paragraph 1 of the Defendant's Employment Contract is a Confidentiality Agreement and Covenant Not to Compete. A true and correct copy of the Defendant's September 21, 2000 Employment Contract is attached hereto and is marked as Exhibit "A". 12. In his capacity as Sales Manager, Radic's primary duties included, inter alia, managing Plaintiff's sales representatives, locating and/or identifying new business opportunities for Plaintiff, and upgrading Plaintiff s existing customers. A comprehensive job description that was provided to Radic by Plaintiff at the time of hire is attached hereto and is marked as Exhibit "B". 13. In early 2011, Radic was given a "Strategic Goal" with a list of ten (10) specific goals to accomplish on Plaintiff s behalf. A true and correct copy of the Strategic Plan that Radic was to accomplish during calendar year 2011 is attached hereto and is marked as Exhibit "C'. 14. During the first quarter of 2011, Plaintiff saw no progress being made by Radic regarding accomplishing the milestones set forth in the 2011 Strategic Plan and thus made several inquiries of Radic to find out what was going on. Radic consistently advised Plaintiff that he was "working on it." 15. In May 2011, Plaintiff inquired of Radic as to whether any progress was being made toward accomplishing one of the delineated milestones, to wit: the hiring of adding two (2) additional outside sales reps to join the Sales Group by the end of the fourth quarter. A true and correct copy of the email chain is attached hereto and is marked as Exhibit "D". 16. In an email dated June 13, 2011, Radic advised Plaintiff that he unilaterally determined to "move the milestones for this project out". A true and correct copy of Radic's June 13, 2011 email is attached hereto and is marked as Exhibit «E„ 17. On or about June 20, 2011, Plaintiff met with Radic to discuss the fact that no apparent progress was being made by Radic in accomplishing the objectives he was expected to accomplish in the 2011 Stategic Plan, coupled with the fact that Radic was lagging in sales of product, where he had been previously been strong. Radic offered little or no explanation to Plaintiff for his lack of productivity and instead simply told Plaintiff that the "sales department was broken" (which statement was completely false at the time Radic made the same). 18. On July 15, 2011, Radic sent Plaintiff's principal, Andrew Orons (hereinafter "Orons"), an email resigning his position with Plaintiff, and further requesting that he be permitted to "stay on board through August 31, 2011." A true and correct copy of Radic's July 15, 2011, email is attached hereto and is marked as Exhibit 'T". 19. On July 26, 2011, Orons sent Defendant an email accepting Radic's resignation, setting forth a timeline for Radic's departure and transition of files and clients, and further reminding Radic of his obligations under his Employment Contract, to wit: Radic's non-compete agreement. A true and correct copy of the July 26, 2011 email is attached hereto and is marked as Exhibit "G". 20. On July 26, 2011, Radic responded to Orons' email of even date and agreed to the timeline set by Orons and further agreed that he "[would] abide by his employment contract." A true and correct copy of Radic's July 26, 2011, email is attached hereto and is marked as Exhibit "H". 21. On October 3, 2011, Plaintiff discovered that Radic had started a competing company called "GreenTrail Solutions, Inc." (again hereinafter "GTS") located at 717 Market Street, Lemoyne, PA 17043- an address which is clearly located within a 50 mile radius of Plaintiff's business and thus is prohibited by the terms of Radic's Employment Contract. Plaintiff discovered the existence of Defendants' competing business when Plaintiff received an email from Krengeltech that was sent to Radic at Radic's Priorty Systems Inc. email account advising that Krengeltech was "ready to proceed with bringing GTS and Radic on as a `reseller"'. Upon receipt of this email, Orons contacted Brian Gilster of Krengeltech who confirmed the veracity of the content of the October 3, 2011 email. A true and correct copy of Krengeltech's October 3, 2011 email is attached hereto and is marked as Exhibit "I". 22. A review of the services that GTS is advertising on its website reveals that Defendants are engaged in the same business as Plaintiff's business, to wit: address correction; package tracking, Document Output Creation Software ("DOCS"); and eCertifed. True and correct copies of the relevant pages from Defendants' website are attached hereto and are collectively marked as Exhibit "J". A chart showing the comparison of services offered by Plaintiff and GTS is attached hereto as Exhibit "K". 23. On October 3, 2011, Orons sent Radic an email at his email address GTS asking him to contact Orons and provide him with an explanation as to Krengeltch. A true and correct copy of the October 3, 2011 email is attached hereto and is marked as Exhibit 'T". 24. During a subsequent oral conversation between Radic and Orons on October 3, 2011, Radic confirmed to Plaintiff that he had in fact formed GTS and further that he had in fact been in contact with Plaintiff's existing resellers and suppliers. Orons again reminded Radic of his non-compete agreement and the fact that GTS was formed and was operating in violation of the same. Orons further advised Radic that if he did not stop what he was doing, legal action would be taken against him. 25. In a follow up email of even date, Radic again confirmed that he had been in contact with Plaintiff's resellers and suggested that Plaintiff and Defendants could "come to an agreeable understanding whereas [they] could both benefit from a positive relationship." A true and correct copy of Radic's October 3, 2011 email is attached hereto as Exhibit "M". 26. On November 1, 2011, Plaintiff was advised that Radic has been soliciting another one of Plaintiffs suppliers, to wit: Striata, which supplier is involved in Document Creation, Output Management and Electronic Bill Presentment. Orons was advised by the representative of Striata that Radic had told Striata that Radic and Plaintiff would be "working together"-a statement which is patently false and is deliberately misleading. COUNT I- VIOLATION OF THE PENNSYLVANIA UNIFORM TRADE SECRETS ACT, 12 Pa. C.S.A. $5301 et seq. Plaintiff v. All Defendants 27. The averments set forth in paragraphs 1 through 26 are incorporated by reference as if more fully set forth at length herein. 28. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic agreed that he would not, "either during the term of his employment or at any time thereafter, disclose to any person, firm or corporation any information concerning the business affairs of [Plaintiff] which he may have acquired in the course or incident to his employment hereunder for his own benefit or to the detriment or probable detriment of [PlaintiffJ." 29. Radic has a duty to honor the terms of his Employment Contract with Plaintiff. 30. Plaintiff learned for the first time on October 3, 2011, that Radic had breached his duty under his Employment Contract by soliciting one of Plaintiff' otential suppliers, Krengeltech during his employment with Plaintiff and further by encouraging those suppliers to utilize the services offered by Defendants' new company by divulging Plaintiff's confidential and/or proprietary pricing and product information. 31. By divulging, inter alia, Plaintiff's confidential and/or proprietary pricing and product information, Plaintiff willfully and maliciously misappropriated Plaintiff's trade secrets, as that term is defined in the Pennsylvania Uniform Trade Secrets Act, 12 Pa. C.S.A.§ 15301 et seq. 32. Defendants engaged in such misappropriation of Plaintiff's trade secrets in order to advance Defendants' own pecuniary interests to the detriment of Plaintiff and thus was done in bad faith. 33. Plaintiff has been substantially and irreparably harmed as a direct and proximate result of Radic's material breach of paragraph 1 of his Employment Contract and corresponding violation of the Trade Secret Act for which injunctive relief may be granted. 12 Pa. C.S.A. 5303(a). 34. Plaintiff's business reputation and client relations have been harmed as a direct and proximate result of Radic's material breach and corresponding violation of the Trade Secret Act for which injunctive relief may be granted. 12 Pa. C.S.A. 5303(a). 35. Plaintiff has been substantially and irreparably harmed as a direct and proximate result of Radic's material breach of paragraph 1 of his Employment Contract and corresponding violation of the Trade Secret Act for which the Court may also award attorneys fees and exemplary (punitive damages). See 12 Pa. C.S.A. §5304 and §5305. WHEREFORE, Plaintiff, Priority Systems, Inc., respectfully requests that this Honorable Court enter judgment in its favor and against Defendants, jointly and severally, and enter an Order awarding Plaintiff the following relief: a. Payment by Defendants in an amount equal to Plaintiff's actual and consequential damages (which Plaintiff estimates is well in excess of this Court's arbitration limits), as well as exemplary (punitive damages) pursuant to 12 Pa. C.S.A. §5304; b. Payment by Defendants of Plaintiff's counsel fees, as provided for by 12 Pa. C.S.A. §5305; C. Enjoining Defendants from misappropriating plaintiff s trade secrets; and d. Further awarding Plaintiff all such other relief as is proper and just. COUNT II- PERMANENT INJUNCTIVE RELIEF. 12 Pa C S A 45303 Plaintiff v. All Defendants 36. The averments set forth in paragraphs 1 through 35 are incorporated by reference as if more fully set forth at length herein. 37. As previously set forth herein, Defendants' actions constitute a violation of the Pennsylvania Trade Secret Act, 12 Pa C.S. A. §5301 et seq. 38. Plaintiff's damages as set forth in the within Complaint and the remedies sought cannot completely remedy the situation, so permanent injunctive relief is necessary to order the Defendants to do the following things: a. Cease and desist all communication of Plaintiff's confidential and/or proprietary information; b. Cease and desist all use of Plaintiff's confidential and/or proprietary information; C. Cease and desist all efforts to dissuade any person or entity from using, employing or conducting business with Plaintiff or its affiliates; d. Cease and desist all efforts to intentionally disrupt or interfere with, or seek to disrupt or interfere with the business or contractual relationship between Plaintiff and its clients or affiliates; e. Cease and desist all efforts to engage or attempt to engage in any business activity which is directly or indirectly competitive with, or substantially similar to the Plaintiff's business or its affiliates, within a 50 mile radius of Plaintiff's offices for a period of one (1) year; and f. Radic shall comply with all terms and conditions of his Employment Agreement with Plaintiff, including but not limited to the confidentiality and non-compete provisions set forth therein. 39. The requested injunction should be made permanent following a trial on the merits. 40. The requested injunction is specifically provided for by the Trade Secret Act as an additional remedy that may be imposed by the Court. See 12 Pa.C.S.A. §5303. WHEREFORE, Plaintiff, Priority Systems, Inc. respectfully requests that this Honorable Court enter judgment in its favor and against the Defendants, jointly and severally, by means of permanent injunctive relief as outlined herein, and further award Plaintiff all such other relief as is proper and just. COUNT III- BREACH OF CONFIDENTIALITY AGREEMENT (Plead in the Alternative) Plaintiff v. All Defendants 41. The averments set forth in paragraphs 1 through 40 are incorporated by reference as if more fully set forth at length herein. 42. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic agreed that he would not, "either during the term of his employment or at any time thereafter, disclose to any person, firm or corporation any information concerning the business affairs of [Plaintiff] which he may have acquired in the course or incident to his employment hereunder for his own benefit or to the detriment or probable detriment of [PlaintiffJ." 43. Plaintiff learned for the first time on October 3, 2011, that Radic had been soliciting one of Plaintiff potential suppliers, Krengeltech during his employment with Plaintiff and encouraged them to utilize the services offered by Defendants' new company by divulging Plaintiff's confidential and/or proprietary pricing and product information. 44. Plaintiff confirmed the veracity of the information it received from its supplier by way of an oral conversation between Orons and Radic that took place on October 3, 2011. 45. On November 1, 2011, Plaintiff was advised that Radic has been soliciting another one of Plaintiff's suppliers, to wit: Striata, which supplier is involved in Document Creation, Output Management and Electronic Bill Presentment. Orons was advised by the representative of Striata that Radic had told Striata that Radic and Plaintiff would be "working together"-a statement which is patently false and is deliberately misleading. 46. Upon information and belief, Defendants have utilized Plaintiffs confidential and proprietary information for their own purpose and with the express intent of advancing their own pecuniary interests. 47. Alternatively, and upon information and belief (based in large part on the information contained in Defendants' website), Defendants intend to use the Plaintiff s confidential information for their own purpose and to advance their own pecuniary interests. 48. Radic's oral representations and written communications demonstrate Defendants' willful, wanton and intentional plan of causing harm to Plaintiff s business reputation and on-going business concerns. 49. Defendants' actions in utilizing Plaintiff's confidential information, coupled with Defendants' stated intention of using Plaintiff's confidential information constitutes a material breach of Radic's Employment Contract. 50. Plaintiff has been substantially and irreparably harmed as a direct and proximate result of Radic's material breach of paragraph 1 of his Employment Contract. 51. Plaintiff's business reputation and client relations have been harmed as a direct and proximate result of Radic's material breach. WHEREFORE, plaintiff, priority Systems, Inc., respectfully requests that this Honorable Court enter judgment in its favor and against Defendants, jointly and severally, in an amount equal to Plaintiff's actual and consequential damages (which Plaintiff estimates is well in excess of this Court's arbitration limits), and further award Plaintiff all such other relief as is proper and just. COUNT IV- BREACH OF COVENANT NOT TO COMPETE Plead in the Alternative Plaintiff v. All Defendants 52. The averments set forth in paragraphs 1 through 51 are incorporated by reference as if more fully set forth at length herein. 53. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic agreed that he would not, "engage, on the termination [of his employment] for any cause whatsoever ... in the same or similar line of business as that now carried on by [Plaintiff] or to engage to work in any individual firm or corporation engaged in such a line or similar line of business in a 50 mile radius of any office or branch of Priority Systems, Inc. or Priority Systems of Pittsburgh for a period of one year from the time the employment under [the] Contract ceases." 54. Pursuant to the terms set forth in paragraph 1 of Radic's Employment Contract, Radic further agreed that he would not "solicit or cause any person to solicit the business of the customers of [Plaintiff) appearing on the books of [Plaintiff) on the date of this Agreement, or at the termination of this Agreement." 55. A review of the Pennsylvania Department of State website reveals that Radic formed GTS on August 18, 2011- a date on which Radic was still employed by Plaintiff. A true and correct copy of the relevant webpage is attached hereto and is marked as Exhibit "N". 56. The registered business address of GTS is within a 50 mile radius of Plaintiff's main office, as well as its branch offices. 57. According to Defendants' website, GTS is located at 717 Market Street, Lemoyne, PA which is clearly within a 50 mile radius of Plaintiff s main office. See Exhibit `J'. 58. As previously stated herein, a review of the services that GTS is advertising on its website reveal that Defendants are engaged in the same business as Plaintiff's business". See Exhibits 'T' and "K". 59. Plaintiff learned for the first time on October 3, 2011, that Radic had been soliciting one of Plaintiff's suppliers, Krengeltech during his employment with Plaintiff and encouraged them to utilize the services offered by Defendants' new company. Plaintiff confirmed the veracity of the information it received from its former customer by way of an oral conversation between Orons and Radic that took place on October 3, 2011. 60. On November 1, 2011, Plaintiff was advised that Radic has been soliciting another one of Plaintiff's suppliers, to wit: Striata, which supplier is involved in Document Creation, Output Management and Electronic Bill Presentment. Orons was advised by the representative of Striata that Radic had told Striata that Radic and Plaintiff would be "working together"--a statement which is patently false and is deliberately misleading. 61. Upon information and belief, Defendants have utilized Plaintiffs confidential and proprietary information for their own purpose and with the express intent of advancing their own pecuniary interests. 62. Alternatively, and upon information and belief (based in large part on the information contained in Defendants' website), Defendants intend to use the Plaintiff's confidential information for their own purpose and to advance their own pecuniary interests, and further intend to disrupt or interfere with the business or contractual relationship between Plaintiff and its customers. 63. Radic's oral representations and written communications demonstrate Defendants' willful, wanton and intentional plan of causing harm to Plaintiff's business reputation and on-going business concerns, and further demonstrate Defendants' intention of disrupting or interfering with the business or contractual relationship between Plaintiff and its customers. 64. Plaintiff has been substantially and irreparably harmed as a direct and proximate result of Radic's material breach of paragraph 1 of his Employment Contract. 65. Plaintiff's business reputation and client relations have been harmed as a direct and proximate result of Defendants' actions. WHEREFORE, Plaintiff, Priority Systems, Inc., respectfully requests that this Honorable Court enter judgment in its favor and against Defendants, jointly and severally, in an amount equal to Plaintiff's actual and consequential damages (which Plaintiff estimates is well in excess of this Court's arbitration limits), and further award Plaintiff all such other relief as is proper and just. Respectfully submitted, Date: November 2, 2011 ti-A7, WK&, .., ? ? Paige Macdonald-Matthes, Esquire Attorney I.D. #66266 SERRATELLI, SCHIFFMAN & BROWN, P.C. 2080 Linglestown Road Harrisburg, PA 17110 Telephone: (717) 540-9170 Facsimile: (717) 540-5481 Attorneys for Plaintiff VERIFICATION I, Andrew Orons, President of Priority Systems, Inc., verify that the statements made in the foregoing Complaint are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. PRIORITY SYSTE S, INC. Date: // J-1 i By: Andrew Orons Title: President FW--.-] PrioritySystems 2?3?IAAILING Sr SHIPPING TECHNOLOGY PO Box 4240 Harrisburg, PA 17111.0'_40 717.939.2700 fax 717.939.6180 1005 South Bee Street Employee Contract Pittsburgh, 15220.3406 412.92 2.1 116 6 fax 412.922.0799 AGREEMENT, made this day o `` ?"tbetween Priority t ;P°stagemeters.com 1j??c., of Harrisburg, PA, her ' aft?rred to s `The employer an z;= f V hereinafter referred to as "The Employee". ' WITNESSETH: WHEREAS, the Employer above named has for many years engaged in the business of servicing and repairing and selling Mailing Equipment and related supplies in the State of Pennsylvania and WHEREAS, the Employer and the Employee are desirous of arranging for the continuance of such relationship between the Employer and the Employee and also to arrange for the rights of the parties after the severance of such relationship: NOW, THEREFORE, for and in consideration of the mutual promises and agreements herein contained, it is agreed by and between the parties hereto as follows: 1. The Employee hereby agrees to devote his entire time, skill, ability, labor and attention to the said employment to the reasonable satisfaction of the Employer during the next year ( or until this contract shall be terminated); to observe and comply with all Personnel Policies, and Operating Policies; not to, either during the term of his employment or at any time thereafter, disclose to any person, ;firm, or corporation any information concerning the business or the affairs of the Employer which he may have acquired in the course of or as incident to his employment hereunder, for his own benefit, or to the detriment or probable detriment of the Employer; not to engage, on the termination for any cause whatsoever of his employment hereunder in the same or similar line of business as that now carried on by the Employer or to engage to work in any individual firm or corporation engaged in such a line or similar line of business in a SO mile radius of any office or branch of Priority Systems, Inc.,. or Priority Systems of Pittsburgh for a period of one year from the time the employment under this Contract ceases; not to solicit or cause any other person to solicit the business of the customers of the Employer appearing on the books of the Employer on the date of this Agreement, or at termination of this Agreement. 2. The Employee hereby agrees not to solicit or cause any other person to solicit any employee of the Employer appearing on the books of the Employer on the date of this Agreement, or at termination of this Agreement to leave the employee of the Employer for any reason whatsoever. 3. The salary and other compensation of the said Employee during the term of this Agreement shall be mutually agreed upon by the Employer and the Employee. In addition, [W931 Employee shall be entitled to vacation days and personal days each year as per the . Company Policies. Employee agrees to be bound ;by and act within those policies listed in the Personnel Policies Handbook and any operating Policies and/or Procedures which may K be released and/or amended from time to time. w 31d1STIM 4. The Employer reserves the right to terminate its obligations under paragraph 3 of this Agreement in the event of the death of the Employee or 30 days after such physical or mental disability as would prevent the performance of the duties of this employment, or immediately in the event of any act of dishonesty, fraud, misrepresentation, or other act or moral turpitude. Employee shall not be entitled to any compensation following termination. 5. Employee agrees that in performing her obligations under this Contract in selling and/or offering to sell products and equipment, she will not: (a) misrepresent the manufacturer's specifications and/or capabilities of the products offered; (b) engage in any false or deceptive act or practice; or (c) engage in activities not specifically authorized ;by Employer. 6. Employee agrees that for a period of 90 days from initial hire he will be in a probation period. During this period her work habits and ability will be evaluated by the Employer. The Employer reserves the right to terminate employment within the first 90 days if Employer deems the Employee to be unsuitable for any reason. 7. Employee agrees to reimburse Employer for all direct training and hiring expenses associated with or attributed to the Employee including Agency Fees, Class fees, Special Travel Expenses, Hotel Expenses, etc., should the Employee voluntarily terminate employment during the first year of employment. Employee further agrees to reimburse Employer for all reimbursed and/or directly paid Tuition expenses, as referenced in the company Higher Educational Assistance Policy, should the employee voluntarily terminate employment within one year following the payment of the reimbursement/direct pay to the education institution. By the Employee's signature below the Employee hereby authorizes the company to deduct these reimbursements, as after-tax miscellaneous deductions, from all monies owed to the Employee at the time of termination notice. 8. This Agreement constitutes and expresses the whole Agreement of the parties hereto in reference to any employment of the Employee by the Employer and in reference of any of the matters or things herein provided for herein discussed or mentioned in reference to such matter, all promises, representations or understanding relative there to be merged herein. The parties hereto recognizing that irreparable injury will result to the Employer's business and property in the event of a breach of a covenant herein made by the Employee and that the said employment is based primarily upon the covenants and assurances herein made by the Employee and that the said employment is based primarily upon the covenants and assurances herein made and evidenced, it is agreed that in such event the Employer shall be entitled in addition to any other remedies and damages available, to any injunction to restrain the violation thereof by Employee, his partners, agents, servants, employers and employees and all persons acting for or with him. The Employee represents and admits that in the event of the termination of his employment for any cause whatsoever, his experience and capabilities are such that he can obtain employment of business engaged in other lines and/or of a different nature and that the importance of a remedy by way of injunction will not prevent him from earning a livelihood. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. Employer: loyee: s Prio y tems, Inc. Andrew Orons President Outside Software Sales Representative Priority Systems, Inc. - Harrisburg, PA Job Description Priority Systems, Inc.'s Software Sales Representatives are responsible for selling specific business solution products including output management solutions and related software. As a Software Sales Representative, your primary focus will be to sell Priority System's technology-based solutions to companies within Central Pennsylvania. Specific job duties will involve prospecting for new business opportunities and upgrading existing customers. You will be required to achieve 100% of quota through implementing creative sales strategies, performing extensive customer needs analyses and site surveys, meeting with decision makers, understanding corporate goals and the industry of each account, completing an account profile for each account, identifying challenges within the account's document workflow, and continuous customer appointments. You will also be responsible for proposals, presentations, and product demonstrations and recording all activities into our CRM. Desired Skills &_Experience Your qualifications must include a bachelor's degree or equivalent experience with a minimum of 2 years recent office technology industry business to business outside sales experience, strong communication skills including the desire to build solid working relationships with a variety of businesses, an interest in learning new technology in an evolving industry, the ability to work judiciously and excellent time management skills. Previous experience with Planet Press or Docuware is a plus. We will provide you with ongoing training and development to build the foundation for your career. In return, Priority Systems, Inc. offers a competitive compensation package including base salary, commissions, and quarterly bonus opportunities, travel allowance, medical, dental, vision, 401(k) Savings Plan, opportunity to earn incentive trips, vacation, and much more! Company Description Priority Systems, Inc. is celebrating its 25th year of providing quality business solutions in Pennsylvania. We are a strong company with a great support team who is committed to helping our customers achieve their strategic goals. PLAINTIFF'S ? R a Writeboard: 2011 Strategic Plan Goal - Establish Success in Software Sales (Version 1) 2011 Strategic Plan Goal - Establish Success in Software Sales A. Programs 1. Ensure Sales Team is Feeding Solutions Team a) Training b) Visibility c) Targets A) Ride-Alongs 2. Must Be Actively Targeting Prospects Now B. Resources 1. Tweardy 2. Radic 3. New Hire 4. Neopost Training C. Milestones 1. Shift GT into Software/Systems Focus away from Pro-mail Kewill, ESS, Tracking, Data Integration 2. Targeted Calls 3. Hire Dedicated OMS Sales Rep 4. Develop 6 Active P2 or Better Prospects by EOQ2 5. 1 OMS Sale by end of 3rd Quarter 6. 2 Additional OMS Sales by end of 4th Quarter 7. OMS Rep Produces $100K GMD by Year-End 8. GT Achieves $150K GMD in Systems Sales 9. Monthly Forecasts Review 10. Monthly Sales Review ER Plan 6/1 - I directed him to accelerate that plan 10/3/114:39 PM In project - we need Milestone steps in the hiring process Comments https:// 123.writeboard.com/4fkue9bglht7apm5 PLAINTIFF'S D6.0 - Software Systems Sales > Progress? 10/3/114:37 PM D6.0 - Software Systems Sales Priority Systems Progress? From: Andy Orons Date: Mon, 23 May 2011 at 8:52am According to the notes here, this project is has had no progress in May. Is that accurate? Emerick Radic Mon, 23 May at 9:57am 01 From the Linked In ad we received 3 resumes. I sent you one of them for the Executive Asst position, another's experience wasn't what we were looking for (Major/Minor League Baseball Player), and a third I'll show you this afternoon but it didn't look too good. I don't understand how in this job market we can run three adds and get virtually nothing. I have a meeting set up for June 1 st where I'm meeting a recruiter who finds employees for Xerox and the like. Andy Orons Mon, 23 May at 10:13am We've never advertised here before but how about posting on http:/fihiresalespeople.com/ ? Laura is out this week so I would encourage you to take it upon yourself. In the meantime, I am pushing all Milestones on this project back by 1 month. Andy Orons Thu, 2 Jun at 6:20am Have we received any further resumes/applicants from ihiresalespeople or any other source? Was the meeting with the recruiter rescheduled? Emerick Radic Thu, 2 Jun at 3:19pm via email No more. Jason and I are rescheduling for next week. Emerick M. Radic Director of Sales Priority Systems, Inc. (o) 717-939-2700 x816i (m) 717- 903-5579 From: Andy Orons > Reply-To: D6o Software Systems Sales > Date: Thu, 2 Jun 2011 10:20:16 +oooo To: Emerick Radic > Subject: [D6.o - Software Systems Sales] Re: Progress? https:// prioritysystems.basecamphq.com/projects/6640918-d6-0-software-systems-sales/posts/46445894/comments AINTIFF'S rK PL D6.0 - Software Systems Sales > Develop 6 Active P2 Prospects for OMS 10/31114:38 PM D6.0 - Software Systems Sales Priority Systems Comments on this milestone (Back to the calendar] Upcoming: Thursday, 5 April 2012 (185 days away) Emerick Radic: Develop 6 Active P2 Prospects for OMS Emerick Radic Mon, 13 Jun at 1:40pm Moved Milestones for this project out. Met Jason from Augustine Recruiting today and he is going to present us with some candidates for the position. I let him know that we want to see resumes asap. PLAINTIFF'S https:// prioritysystems.basecamphq.com/projects/6640918-d6-0-software-systems-sales/milestones/19989148/comments#118063198 I R From: Emerick Radic <eradic@prioritysystems.com> Date: Fri, 15 Jul 201110:56:45 -0400 To: Andrew Orons <aorons@prioritysystems.com> Subject: Letter Andy - I figured you need a letter as well. I cannot thank you enough for everything over the last 10 years. Emerick Page 2 of 2 PLAINTIFF'S EX July 15, 2011 To: Andrew Orons From: Emerick Radic Re: Resignation Dear Andy - Please accept this as my resignation from Priority Systems, Inc. I want to thank you for giving me the opportunity to be a part of your team for the last 10 years. I will work diligently to make this a smooth transition. I would like to stay on board through August 31, 2011. Sincerely, Emerick M. Radic From: Andrew Orons <aorons(@r)rioritysystems com> Date: Tue, 26 Jul 201112:36:11 -0400 To: Emerick Radic <eradic(@prioritysystems.com> Subject: Re: Letter Emerick - I regretfully accept your resignation and wish you the best of luck in your future endeavors. If there is anything that I can do to assist you, please feel free to ask. Here is how I see the next couple of weeks playing out: If it is your desire to inform your Sales Staff personally, I would like to see it happen on Monday, August 1. If you don't want to do this, I will. After that, on Monday, I want to spend one-on-one time with Tami Doupe to discuss how this will affect her and what she can look forward to. (Note: after giving the matter some thought, I think it might be better if you do not attend the Town Hall meeting on Wednesday to give Tami the opportunity to present as she feels best) After that, on Monday, I want to spend at least several hours with you reviewing the transition and determining actions that I will need to take or delegate after your departure. This may take us into Tuesday. I expect to need for you to schedule some visits to introduce either Tami or myself (or both) to important customers where you have a strong relationship. This should happen during the first 2 weeks of August. I'm not sure whether or not you are intending to stay with your scheduled vacations in August but you currently have 9 scheduled days and 2 unscheduled days remaining. I think that we can pretty much finish up by August 12, although if you are going to Annapolis on August 5-8, we may need a few more days. In any case, you can use the remainder of your vacation time at the end of August - I think you will find that it is not a lot of fun being a "lame duck" and you will be looking for bigger and better things ASAP. I might need you to attend some meetings in the latter half of the month if they cannot be scheduled in the first 2 weeks. Regarding August deliveries, so long as we can get done what we need to get done, I will consider you to have been here for the month in regard to your personal bonus earning for the month even if we come up a couple of days short. Of course, all of this is assuming that we are going to remain friends as we discussed - and specifically, that you will adhere to the terms of your Employee Contract, particularly in regard to competing with us, working for or consulting for a competitor, sharing any confidential information or soliciting of any of our employees. Can I be assured of that? Andrew Orons President Priority Systems Inc 717-939-2700 Fax 717-939-6180 aorons0prioritysystems.com PLAINTIFF'S EX IT r From: Emerick Radic <eradicPprioritysystems.com> Date: Tue, 26 Jul 201114:54:29 -0400 To: Andrew Orons <aorons(@prioritysystems.com> Subject: Re: Letter Andy- The timeline makes sense to me. I assure you that I will abide by my employment contract. I truly value our friendship and I hope that we could help each other in the future. I believe I have given all I had in me the last almost 11 years to make Priority Systems the best it could be. I know I'm not the easiest employee you've ever had to deal with but I hope there are no regrets in your decision that made me a part of this company. I'm really going to miss being a part of this team. I don't have to take the vacation day on August 5th but I do need to take a vacation day on the 8th for the Annapolis Trip. Again, I look forward to a long, friendly relationship with you and Priority Systems. We're Celebrating 25 Years! Ask me about our Open House on September 16th Equipment Demos, Food, Prizes & More! Emerick M. Radic Director of Sales Priority Systems Inc Phn 717-939-2700 X 8161 Fax 717-939-6180 Website - www.priorilysystems.com Online Store - www.priorilysystems.com/catalog S +elnis 2AMIMAIUNG & SHIPPING TECHNOLOGY PLAINTIFF'S EXHf R From: Bryan Glister <bailster0krengeltech.com> Date: Mon, 3 Oct 201106:34:07 -0700 To: Emerick Radic <eradic0Prioritvsystems.com> Subject: Price List Hey Emerick, Attached is a copy of our MSRP Price List. You will receive a 30% discount off all software and services. Give me a shout if you need anything. Regards, Bryan KRENGELTECH Bryan Glister Channel Sales Manager Phone: 612-284-6896 Cell: 425-753-6937 Email: balister0krengeltech.com I Web: www.krenueltech.com For Immediate support call 612-216-1234 or email dmsupport(cDkrengeltech.com PLAINTIFF'S EXHIBIT , Z __ DocuMailer Price List MSRP KRENGELTECH.COM Product Item Code MS RP DocuMadet •Pioduction DocuMailer Production DMP $12,999.00 DocuMailer Production *(Annual Maintenance Support) DMP-AMS $2,599.80 •. DocuMailer Production Bundle - SMA250 DMP-SMA250 $12,199.00 DocuMailer Production Bundle - SMA250 *(Annual Maintenance Support) DMP-SMA250-AMS $4,835.00 DocuMailer Production Bundle - SMA500 DMP-SMA500 $12,699.00 DocuMailer Production Bundle - SMA500 *(Annual Maintenance Support) DMP-SMA500-AMS $6,335.00 DocuMailer Production Bundle - SMA1000 DMP-SMA1000 $13,199.00 DocuMailer Production Bundle - SMA1000 *(Annual Maintenance Support) DMP-SMA1000-AMS $8,835.00 DocuMailer Production Bundle - SMA Unlimited DMP-SMAU $12,699.00 DocuMailer Production Bundle - SMA Unlimited *(Annual Maintenance Support) DMP-SMAU-AMS $11,335.00 DocuMailer Production Bundle - PPO DMP-PPO $19,199.00 DocuMailer Production Bundle - PPO *(Annual Maintenance Support) DMP-PPO-AMS $3,615.00 DocuMailer Production Bundle - PPO-SMA250 DMP-PPO-SMA250 $19,699.00 DocuMailer Production Bundle - PPO-SMA250 *(Annual Maintenance Support) DMP-PPO-SMA250-AMS $6,110.00 DocuMailer Production Bundle - PPO-SMA500 DMP-PPO-SMA500 $20,199.00 DocuMailer Production Bundle - PPO-SMA500 *(Annual Maintenance Support) DMP-PPO-SMA500-AMS $7,610.00 DocuMailer Production Bundle - PPO-SMA1000 DMP-PPO-SMA1000 $20,699.00 DocuMailer Production Bundle - PPO-SMA1000 *(Annual Maintenance Support) DMP-PPO-SMA1000-AMS $10,110.00 DocuMailer Production Bundle - PPO-SMA Unlimited DMP-PPO-SMAU $20,199.00 DocuMailer Production Bundle - PPO-SMA Unlimited *(Annual Maintenance Support) DMP-PPO-SMAU-AMS $12,610.00 DocuMailer Production Bundle - PPP DMP-PPP $24,199.00 DocuMailer Production Bundle - PPP *(Annual Maintenance Support) DMP-PPP-AMS $4,465.00 DocuMailer Production Bundle - PPP-SMA250 DMP-PPP-SMA250 $24,699.00 DocuMailer Production Bundle - PPP-SMA250 *(Annual Maintenance Support) DMP-PPP-SMA250-AMS $6,960.00 DocuMailer Production Bundle - PPP-SMA500 DMP-PPP-SMA500 $25,199.00 DocuMailer Production Bundle - PPP-SMA500 *(Annual Maintenance Support) DMP-PPP-SMA500-AMS $8,460.00 DocuMailer Production Bundle - PPP-SMA1000 DMP-PPP-SMA1000 $25,699.00 DocuMailer Production Bundle - PPP-SMA1000 *(Annual Maintenance Support) DMP-PPP-SMA-AMS $10,960.00 DocuMailer Production Bundle - PPP-SMA Unlimited DMP-PPP-SMAU $25,199.00 DocuMailer Production Bundle - PPP-SMA Unlimited *(Annual Maintenance Support) DMP-PPP-SMAU-AMS $13,460.00 Emmod DocuMailer Office DocuMailer Office DMO $3,000.00 DocuMailer Office *(Annual Maintenance Support) DMO-AMS $600.00 DocuMailer Office Bundles DocuMailer Office Bundle - PPO DMO-PPO $10,200.00 DocuMailer Office Bundle - PPO *(Annual Maintenance Support) DMO-PPO-AMS $1,815.00 DocuMailer Office Bundle - SBMP DMO-SBMP $3,700.00 DocuMailer Office Bundle - SBMP *(Annual Maintenance Support) DMO-SBMP-AMS $2,235.00 This document contains confidential information - Krengel Technology, Inc. Effective: May 15, 2011 - All prices are USD DocuMailer Price List KRENGELTECH.COM MSRP DocuMailer Office Bundles - Continued DocuMailer Office Bundle - PPO-SBMP DMO-PPO-SBMP $11,200.00 DocuMailer Office Bundle - PPO-SBMP *(Annual Maintenance Support) DMO-PPO-SBMP-AMS $3,510.00 DocuMailer Office Bundle - PPP DMO-PPP $15,200.00 DocuMailer Office Bundle - PPP *(Annual Maintenance Support) DMO-PPP-AMS $2,665.00 DocuMailer Office Bundle - PPP-SBMP DMO-PPP-SBMP $16,200.00 DocuMailer Office Bundle - PPP-SBMP *(Annual Maintenance Support) DMO-PPP-SBMP-AMS $4,360.00 DocuMailet , OMR Data Creator - Add-on DM-OMR-AO $699.00 PDF Text Data Extract - Add-on DM-PDF-AO $699.00 NCOALink Cache - Add-on DM-NCOAC-AO $699.00 Document To SQL - Add-on DM-SQL-AO $699.00 1 DocuMailer Production Remote Implementation DM -RI $2,700.00 DocuMailer Office Remote Implementation DMO-RI $1,800.00 DocuMailer Post Office Facilitation Assistance DM-POFA $900.00 D• Professional Services Hourly Rate KT PSHR $225.00 Professional Services Daily Rate KT-PSDR $1,782.00 Professional Services 12+ Hourly Rate KT-PS12HR $221.63 Professional Services 25+ Hourly Rate KT-PS25HR $220.50 Professional Services 50+ Hourly Rate KT-PS50HR $218.25 Professional Services 100+ Hourly Rate KT-PS100HR $216.00 Professional Services 250+ Hourly Rate KT-PS250HR $213.75 Professional Services Per-Diem KT-PSPD $400.00 Professional Services Air-Fare KT-PSAF At Cost *(Annual Maintenance Support) is mandatory for the first year. PPO = PlanetPress Office I PPP = PlanetPress Production ( SMA = Satori Mailroom Toolkit Architect I SBMP = Satori Bulk Mailer Pro 250, 500, 1000 refer to the maximum pieces of mailings per year in 1,000s. (ie: 250 = 250,000 mailings) This document contains confidential information - Krengel Technology, Inc. Effective: May 15, 2011 - All prices are USD GreenTrail Solutions, Inc. (5) 10/4/118:35 AM ® Danielle Juran Home Gme-K-rroo-L GreenTrail Solutions, Inc. Like S O L U T 1 0 N S Company • Lemoyne, Pennsylvania Wall Info Friend Activity Photos About A Software Solutions Company ! I27 this Create a Page Get Updates via RSS Report Page Share Information Edit Edit You and GreenTrail Solutions, Inc, Description A software solutions company dedicating to helping organizations perform better and eliminate waste. Address 717 Market Street Suite 355, Lemoyne, PA 17043 • Get Directions Phone 717-810-6956 Website http://www.greentrailsolutions.com z ? N Nwil, faml>don CweSLNia5? r r J ® 20)t 4- Founded 2011 About A Software Solutions Company Company Overview GreenTrail Solutions, Inc. specializes in helping companies i Mission i Email organizations, schools, colleges and universities reduce costs, improve current processes, and increase revenue through innovative software solutions. To help organizations go green by eliminating waste, improving processes , and generating the revenue they need to remain healthy. info@greentrailsolutions.com Browse Places Places ? United States ? Pennsylvania ? Lemoyne Courtney Piazza likes this. Recommend This Place Help your friends discover great Q.II?, J places to visit by recommending U T I GreenTrail Solutions, Inc. Sponsored See All New Zealand Honeymoon newzealand.com If Adventure is What You Love, New Zealand is the Honeymoon Destination for You! Find Out More Here! EFFEN Vodka Try an EFFEN Cucumber Bloody Maryl Each of EFFEN Vodka's three varieties is perfect for different tasty cocktails. Drink responsibly. Like aur: Pets in 3D1 Create your own Avatar and adopt a Pet in the best virtual world online. Join for FREE! New York Giants BCA Gear ladyfanatics.com Ladies, Show Your Support for Breast Cancer Awareness Month with New York Giants Pink BCA Shirts, Hats & More at LadyFanatics.com. Facebook © 2011 - English (US) About - Advertising • Create a Page - Developers - Careers - Privacy - Terms - Help Chat ,151 http:/ /www.facebook.com/pages/GreenTrail-Solutions-inc/ 120918901347783?sk=info PLAINTIFF'S EXHIBIT GreenTrail Solutions Home 10/4/11 11:14 AM GreenTrail Solutions, Inc. is a dynamic solutions provider that specializes in helping organizations reduce costs, improve current processes, and increase revenue through innovative software solutions. Here are some of our solution areas: • Address Correction Software • Address Capture Software • Bulk Mailing Software • eCertified Solutions • Package and Asset Tracking Systems • Document Output Creation Software (DOCS) • Mail Outsourcing Solutions • Mail Reduction Consulting • Paper Reduction Planning • Postal Discounting Software • HIPAA Compliancy Solutions http://greentraiIsolutions.com/ Page 1 of 1 a C?9 I LL LAI e d .a C G ? N ? C A W 3F2 fo 'U L FID ??rr o a. I cl) ?' d d `^ ?? 3i OascV a `O ?o Cia a ? ................... :: E > o w3wa ? o ? t v ?n qc a? $ ? a, > ? N C ? S = N Q C C! ? y q ? c ? OC ? ? ? ? ? Z?n W v C S.7 N `J N T?J 'A z ¢ ? h CJ S L.? In l7 rl C q 0 i. S Y a. J °? G d. •?i . "m mm em AM IDENTICAL SERVICES OFFERED BY PLAINTIFF AND GREENTRAIL SOLUTIONS PRIORITY SYSTEMS • Document Management Software' • Document Workflow Software2 • Address Correction Software3 • Address Capture Software4 • Bulk Mailing Software5 • eCertified Solutions6 • Package and Asset Tracking Systems' • Document Output Creation Software (DOCS)8 • Mail Reduction Consulting9 • Postal Discounting Software10 'Provided since 2004. 2 Provided since 2004. 3 Provided since 1995. 4 Provided since 1995. 5 Provided since 1995. 6 Provided since 2008. Provided since 1991. a Provided since 2004. 9 Provided since 2004. 10 Provided since 1995. " See Plaintiff's Exhibit "J" GREENTRAIL SOLUTIONS" • Secure eMail • Secure Contact • Secure File Transfer • eForms • Document Management Software • Document Workflow Software • Records Management Software • Document Scanning Software • Address Correction Software • Address Capture Software • Bulk Mailing Software • eCertified Solutions • Package and Asset Tracking Systems • Document Output Creation Software (DOCS) • Information Capturing with Smartpens • Mail Outsourcing Solutions • Mail Reduction Consulting • Paper Reduction Planning PLAINTIFF'S EXHI T From: Andrew Orons <aoronsPgrioritysystems.com> Date: Mon, 3 Oct 201114:33:33 +0000 To: Emerick Radic <eradic(&greentrailsolutions.com> Subject: Objectif Lune/Krengeltech Emerick - Would you care to talk about this? Andrew Orons President Priority Systems Inc 717-939-2700 Fax 717-939-6180 aorons0 orioritysystems. com PLAINTIFF'S EXHIBIT a LO From: Emerick Radic <eradicCc-ereentrailsolutions com> Date: Wed, 5 Oct 201107:52:29 -0400 To: Andrew Orons <aoronsCa?prioritvsystems com> Subject: Re: Objectif Lune/Krengeltech Andy - I would like to continue our discussion. We've worked together a long time and I think we can come to an agreeable understanding whereas we could both benefit from a positive relationship. Would you care to have lunch with me today? Emerick M. Radic President GreenTrail Solutions, Inc. 717 Market St. Suite 355 Lemoyne, PA 17043 717-810-6956 eradicOereentrailsolutions com PLAINTIFF'S EXHIBIT A =.lstness 7nti*y Page li !1 Tepartment of State Corporations Online Services I Corporations I Forms I Contact Corporations I Business Services >y Business Name E)y Business Fantity ID 'd e?rify V- nfy f;er;ification .)nline Orders ;register for Online ;Orders order Good Standing =Order Certified Documents Order Business List My Images Search for Images Business Entity Filing History Date: 10/7/2011 (select the link above to view the Business Entity's Filing History) Business Name History Name Name Type GreenTrail Solutions, Inc. Current Name Meiling Address: No Address Business Corporation - Domestic - Information Entity Number. 4050557 Status: Active Entity Creation Date: 8/18/2011 State of Business.: PA Registered Office Address: 635 Hunters Lane Lewisber y PA 17339 York J PA t?. Harc:? Copyright O 2002 Pennsylvania Department of State. All Rights Reserved. Commonwealth of PA Privacy Statement https://www.corporations.state.pa.us/corp/soskb/Corp.asp?2969088 PLAINTIFF'S EXHIBIT 0 /00 MID PENN m&OK -? !MCD zm November 9, 2011 : 2a. O ?^ Tf David Buell, Cumberland County Prothonotary C) 1 Courthouse Square -- Carlisle, Pa 17013 Re Irrevocable Bank Letter of Credit Amount: $20,000.00 Expiration Date: November 14, 2012 Priority Systems, Inc. v. Emerick Radic, Individually and Green Trail Solutions, Inc., Cumberland County CCP Docket No. 2011-8315 We hereby issue this irrevocable Letter of Credit in your favor for the account of Priority Systems Inc., of 2700 Turnpike Industrial Drive, Middletown, PA 17057 for the sum not to exceed the aggregate of Twenty Thousand US Dollars ($20,000.00) available by your draft(s) drawn at sight on us. Each draft so drawn must be marked "Drawn under Mid Penn Bank, 349 Union Street, Millersburg, PA 17061, letter of credit #519 dated November 9, 2011", and be accompanied by a signed statement that funds are due you and that Priority Systems, Inc. is in default of obligations and/or has failed to honor its obligation under the attached Order of the Cumberland County Court of Common Pleas dated November 9, 2011 as set forth in Exhibit "A" This credit is, except as otherwise expressly stated, subject to the "Uniform Customs and Practice for Documentary Credits (2007 revision), International Chamber of Commerce, Publication No. 600". We hereby agree with you that all drafts drawn and negotiated under and in compliance with the terms of this credit will be duly honored if drawn and presented for payment to Mid Penn Bank, 349 Union Street, Millersburg, PA 17061, on or before November 9, 2012. Sincerely, By: errence M. M teverde Senior Vice President 349 Union Street, Millersburg, PA 17061 • 1-866-6HAPPEN e 1-877-9HAPPEN • www.midpennbank.com Member FDIC X ?1 ? r? iT ?- -- PRIORITY SYSTEMS, INC., Plaintiff V. EMERICK M. RADIC, individually: and GREENTRAIL SOLUTIONS, INC.: Defendants IN RE: PRELIMIN. ORDER OF IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - IN EQUITY NO. 11- 8315 CIVIL TERM ?CRY INJUNCTION COURT AND NOW, this 9th day of November, 2011, after hearing our order of November 3, 2011, is vacated. The request for the preliminary injunction is granted in part. The Defendant is enjoined from contacting any customers or potential customers of the Plaintiff who are located or do business within 50 miles of Plaintiff's Harrisburg or Pittsburgh office. This injunction to become effective upon posting of a bond in the amount of $20,000.00 by Plaintiff. By the Court, Edward E. Guido, J. G P Paige MacDonald-Matthes, Esquire rnC3 zm Z rn`n For the Plaintiff r- ?„ -<S> r- o Joseph A. Ricci, Esquire For the Defendant zC an :lfh w y 0 SERRATELLI, SCHIFFMAN & BROWN, P. C. Paige Macdonald-Matthes, Esquire Supreme Court ID No. 66266 2080 Linglestown Road Harrisburg, PA 17110 (717) 540-9170 (717) 540-5481 Facsimile Email: PMacdonald-Matthes(i4ssbc-law.com Attorneys for Plaintiff, Priority Systems Inc. PRIORITY SYSTEMS INC., Plaintiff V. EMERICK M. RADIC, Individually and GREENTRAIL SOLUTIONS, INC., . Defendants (7 N n 3 zm M "{ rn?„ - - C ) V M e)> - _J °® r x CD --IC) = C-) 3C s C) p C ° rn IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA DOCKET NO : 11-8315 CIVIL ACTION- IN EQUITY PLAINTIFF'S ANSWER TO DEFENDANTS' NEW MATTER AND NOW, comes Plaintiff, Priority Systems Inc., by and through its counsel, Serratelli, Schiffman & Brown, P. C., and files its Answer to the New Matter filed by Defendants Emerick M. Radic, Individually and GreenTrail Solutions, Inc., and in support thereof avers as follows: 66. Denied. It is denied that "the Plaintiff has failed to state a claim for injunctive relief upon which relief can be granted." By way of further reply, the Court's Order dated November 14, 2011 belies Defendants' contention. 67. Denied. The averments set forth in paragraph 67 of Defendants' New Matter state conclusions of law to which no response is required. In the event that it is later judicially determined that an answer is so required, it is denied that "Plaintiff has failed to state a claim upon which relief can be granted." 68. Denied. The averments set forth in paragraph 68 of Defendants' New Matter state conclusions of law to which no response is required. In the event that it is later judicially determined that an answer is so required, it is denied that "Plaintiff has an adequate remedy at law" as evidenced, inter alia, by the fact that the Court issued a preliminary injunction in Plaintiffs favor against Defendants. 69. Denied. It is denied that Plaintiff "has not suffered harm to its reputation as a result of the departure of Emerick Radic from employment with the Plaintiff." 70. Denied. It is denied that Plaintiff "has not suffered harm to its on-going business concerns or client relations as a result of the departure of Emerick Radic from employment with the Plaintiff." 71. Admitted in part and denied in part. It is admitted that Plaintiff has not suffered immediate and irreparable harm as a result of the departure from Emerick Radic from employment with the Plaintiff, per se. Indeed, if Defendant Radic had simply complied with the clear and equivocal terms of his Employment Contract, there would be no need for the present litigation. It is denied however that the actions taken by Emerick Radic immediately prior to his departure and following his departure from employment with Plaintiff have not caused Plaintiff to suffer immediate and irreparable harm. 72. Plaintiff is without knowledge sufficient to form a belief as to the truth of the averments set forth in paragraph 72 of Defendants' New Matter and strict proof of the same, if relevant, is demanded at the time of trial. By way of further reply, notwithstanding the fact of whether or not Defendants have entered into any contracts with business clients is not dispositive of the issue of Defendant Radic's breach of his Employment Contract by virtue of the actions he has taken, both prior to and following his departure from employment with the Plaintiff. 2 73. Plaintiff is without knowledge sufficient to form a belief as to the truth of the averments set forth in paragraph 73 of Defendants' New Matter and strict proof of the same, if relevant, is demanded at the time of trial. 74. Plaintiff is without knowledge sufficient to form a belief as to the truth of the averments set forth in paragraph 74 of Defendants' New Matter and strict proof of the same, if relevant, is demanded at the time of trial. 75. Denied. It is denied that Defendants have "fully complied with the terms of the September 21, 2000 Employment Contract." 76. Denied. It is denied that Defendants " have not revealed confidential or proprietary trade secrets of the Plaintiff." 77. Denied. It is denied that the Defendants "have not improperly utilized confidential or proprietary trade secrets of the Plaintiff for their own use and benefit to the detriment of Plaintiff." 78. Denied. It is denied that the Defendants "have not and are not conducting business within 50 miles of Plaintiff [sic] sole place of business." By way of further reply, it is denied that Plaintiff has a "sole place of business." 79. Admitted in part and denied in part. It is admitted that the address of 717 Market Street, Lemoyne, Pennsylvania is a post office box. It is denied that "it is not a location at which business is or can be transacted." 80. Denied. It is denied that the "issuance of an injunction will not properly restore the parties to the status quo, but will substantially harm the rights of the Defendants by placing them at a commercial disadvantage not contemplated by the parties at the time of entry into the 3 September 21, 2000 Employment Contract." By way of further reply, the Court's issuance of a preliminary injunction belies the contention raised in paragraph 80 of Defendants' New Matter. 81. Denied. It is denied that the Defendants "have not engaged in activity which violates the terms of the September 21, 2000 Employment Contract." It is further denied that the Defendants "have not engaged in any activity which violates the Pennsylvania Uniform Trade Secrets Act." To the contrary, Defendants have (upon information and belief) engaged in activity which not only violates the terms of the September 21, 2000 Employment Contract, but also violates the Pennsylvania Uniform Trade Secrets Act such that an injunction is reasonably suited to abate Defendants' wrongful conduct. 82. The averments set forth in paragraph 82 of Defendants' New Matter state conclusions of law to which no response is required. In the event that it is later judicially determined that an answer is so required, it is denied that the "issuance of an injunction on the facts, in the case at bar, will unreasonably and adversely impact the public interest by unfairly and unreasonably restricting access to trade." 83. Denied. It is denied that the Plaintiff "is unreasonably and improperly seeking injunctive relieve [sic] based upon a mischaracterization of the facts and is therefore acting in bad faith." 84. Denied. It is denied that the Plaintiff "is unreasonably and improperly interpreting the terms of the September 21, 2000 Employment Contract and is improperly acting in restraint of trade." By way of further reply, the Court's Order dated November 14, 2011, belies the contention raised by Defendants in paragraph 84 of their New Matter. 85. Denied. The averments set forth in paragraph 85 of Defendants' New Matter state conclusions of law to which no response is required. 4 86. Denied. It is denied that Plaintiff "has only one business address of 2700 Turnpike Road, Middletown, Dauphin County, Pennsylvania 17057 and does not own or operate any satellite or branch offices, including but not limited to, Priority Systems of Pittsburgh." WHEREFORE, Plaintiff, Priority Systems, Inc., respectfully requests that this Honorable Court dismiss Defendants' New Matter with prejudice, enter judgment in its favor and against Defendants, jointly and severally, in an amount equal to Plaintiff's actual and consequential damages (which Plaintiff estimates is well in excess of this Court's arbitration limits), and further award Plaintiff all such other relief as is proper and just. Respectfully submitted, Date: December 22, 2011 ,1 Paige acdonald-Matthes, Esquire Attorney I.D. #66266 SERRATELLI, SCHIFFMAN & BROWN, P.C. 2080 Linglestown Road Harrisburg, PA 17110 Telephone: (717) 540-9170 Facsimile: (717) 540-5481 Attorneys for Plaintiff 5 VERIFICATION I, Andrew Orons, President of Priority Systems, Inc., verify that the statements made in the foregoing Answer to Defendants' New Matter are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. PRIORITY SYSTE S, INC. Date: LVI, B . Andrew Orons Title: President 6 CERTIFICATE OF SERVICE I, Paige Macdonald-Matthes, hereby certify that on this 22°d day of December, 2011, I served a true and correct copy of Plaintiff's Answer to Defendants' New Matter via U.S. First Class Mail, Postage Paid on the following: Joseph A. Ricci, Esquire Law Offices of Stephen C. Nudel, P.C. 219 Pine Street Harrisburg, PA 17101 Counsel for Defendants Paige Macdonald-Matthes, Esquire 7 MID PENN BANK March 15, 2013 :.M -+� ►� To: David Buell x' C) . , -- Cumberland County Prothonotary CZ: = 1 Courthouse Square 4-.. Carlisle, Pa 17013 ' =; Priority Systerns, Ins. v. I✓1T1CrICk Radlc, Individually and Greer.Tra11 Solutions, Inc., Cumberland County CCP Docket No. 2011-8315 Addendum to Original Letter of Credit No. 519 Whereas, Mid Penn Bank issued a letter of credit#519 dated November 9, 2011 to you for the account of Priority Systems Inc., of 2700 Turnpike Industrial Drive, Middletown, Pa 17057, authorizing you to draw on Mid Penn Bank, 349 Union Street, Millersburg, PA 17061 an aggregate amount of Twenty Thousand Dollars ($20,000.00), available by your drafts at sight; and Whereas, the parties hereto have agreed to modify certain portions of letter of credit#519 effective March 15, 2013; and Now therefore the parties hereto intending to be legally bound do hereby agree as follows: To have an expiration date for the letter of credit to be November 14, 2013. All other terms and conditions of the original letter of credit#519 shall remain unchanged. In witness thereof,the parties have executed his memorandum this 151h day of March 2013. Penr,Bank rag Dod ce resident 349 Union Street, Millersburg, PA 17061 • 1-866-642-7736 • midpennbank.com Member FDIC U �v C!3�3-. Pao ,j PRIORITY SYSTEMS, INC. IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PA V. EMERICK M. RADIC and NO. 2011-8315 GREENTRAIL SOLUTIONS, INC. Defendants CIVIL ACTION—IN EQUITY JOINT MOTION TO SETTLE, DISCONTINUE AND END MATTER Plaintiff, Priority Systems, Inc., and Defendants, Emerick M. Radic and Greentrail Solutions, Inc. (hereinafter individually and collectively"Defendants"), by undersigned counsel, Jeni Madden, and Serratelli, Schifftnan, &Brown, P.C. (Plaintiff s Counsel) and Bret Keisling, Esq., and The Keisling Law Offices, P.C., (Defendant's Counsel)respectfully request this Court Order this matter Settled, Discontinued and Ended, and in support thereof aver the following: 1. This action began with the filing of a Complaint on or about November 2, 2011. 2. Concurrent with the filing of the Complaint, Plaintiff requested an injunction against Defendants. 3. The Honorable Edward E. Guido entered an injunctive Order on November 9, 2011 following a hearing. A copy of the injunctive Order is attached as Exhibit"A." 4. Pursuant to the Order dated November 9, 2011, Plaintiff filed of record a$20,000 Irrevocable Letter of Credit as surety with the Prothonotary of Cumberland County. 5. On or about April 16, 2013, Plaintiff filed of record a new Irrevocable Letter of Credit in the form of an Addendum to the original Irrevocable Letter of Credit. A true and correct copy of the Addendum to the Irrevocable Letter of Credit filed April 16, 2013 is incorporated herein and attached hereto as Exhibit`B." 6. Both parties have agreed to settle, discontinue and end this matter with prejudice. 7. Both parties agree that this will resolve all legal disputes between them. 8. In order to resolve this matter, the parties jointly request this Honorable Court: a. Dissolve the injunction dated November 9, 2011; b. Direct the Prothonotary to release the Irrevocable Letter of Credit to Plaintiff Priority Systems, Inc.; C. Direct the Prothonotary to mark this Matter Settled, Discontinued and Ended. WHEREFORE, the parties jointly request that this Honorable Court dissolve the Injunction dated November 9, 2011; direct the Prothonotary to release the Irrevocable Letter of Credit to Plaintiff Priority Systems, Inc. and direct the Prothonotary to mark this Matter Settled, Discontinued and Ended. Respectfully submitted, Serratelli, Schiffinan, &Brown, P.C. Date: �l3 f f I/- 'L3n- 4L, Jeni dden, Esquire Atto ey ID #209536 208 Linglestown Road Harrisburg Pennsylvania 17112 (717) 540-9170 (717) 540-5481 (fax) JMaddengssbc-law.com Counsel for Plaintiff 2 The Keisling Law Offices, P.C. Date:Dat 2�� �� � Bret Keisling, Esquire Attorney ID #201352 17 S. Second Street, Suite 301 Harrisburg, PA 17101 (717) 303-3446 (717) 801-1786 (fax) BretgKeislingLaw.com 3 >E n a PRIORITY SYSTEMS, INC. IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PA V. EMERICK M. RADIC and NO. 2011-8315 GREENTRAIL SOLUTIONS, INC, Defendants CIVIL ACTION —IN EQUITY ORDER AND NOW, this,/d'day of August, 2013, upon consideration of a Joint Motion to Settle, Discontinue and End, it is hereby ORDERED that: a. the Injunction dated November 9, 2011 is VACATED; b. The Prothonotary will release the Irrevocable Letter of Credit to Plaintiff Priority Systems, Inc., 2700 Turnpike Industrial Park, Harrisburg, PA 17057; C. The Prothonotary will mark this Matter Settled, Discontinued and Ended. BY THE 0111157 rTi r_- J. u,r r -4 C-; /74 Ks=I's L t Al ?r�1;5n:l S'Y if�s 4L Y 8//3//3 — �� Plaintiff s Counsel: Jeni Madden, Esq,, 2080 Linglestown Rd., Suite 201, Harrisburg, PA 17110 Defendants' Counsel: Bret Keisling, Esq., 17 S. Second St., Suite 301, Harrisburg, PA 17101 _