CHANGE OF CONTROL AGREEMENT

 

     EXHIBIT 10(K)

     CHANGE OF CONTROL AGREEMENT between CAM Data Systems, Inc., a Delaware
corporation (the "Corporation"), and Paul Caceres Jr. (the "Executive"), dated
this 1st day of January, 1996.

                             W I T N E S S E T H :

     WHEREAS, the Corporation and the Executive have entered into an Employment
Agreement; and

     WHEREAS, the Corporation wishes to assure both itself and the Executive of
continuity of management in the event of any actual or threatened "Change of
Control" (as defined in Article 2) of the Corporation;

     NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Corporation and the
Executive as follows:

     1.        TERM.  The Corporation agrees to employ Executive, and Executive
agrees to serve, on the terms and conditions stated herein for a one year
period commencing on the effective date of the Change in Control (as defined in
Article 2 and hereinafter defined as the "Change Date") said period to be
automatically renewed for successive one year periods thereafter and ending on
the earlier to occur of (a) termination pursuant to the provisions of this
Change of Control Agreement (the "Agreement") or (b) the first day of the month
coinciding with or next following the Executive's 60th birthday.

     2.        CHANGE OF CONTROL.  For the purposes of this Agreement a "Change
of Control" shall be deemed to have occurred if: (i) a third person, including
a "group" as defined in Article 13(d)(3) of the Securities Exchange Act of
1934, becomes the beneficial owner of shares of the Corporation (a) having 30%
or more of the total number of votes that may be cast for the election of
directors of the Corporation in 1996; and (b) having 30% or more of the total
number of votes that may be cast for the election of directors of the
Corporation in 1997 and thereafter; or (ii) as the result of, or in connection
with, any cash tender or exchange offer, merger of other business combination,
sale of assets or contested election, or any combination of the foregoing
transactions (a "Transaction"), the persons who were directors of the
Corporation before the Transaction shall cease to constitute a majority of the
Board of Directors (the "Board") of the Corporation or any successor to the
Corporation.

     3.        POSITION AND DUTIES.  The Executive's position (including
titles), authority and responsibilities shall be at least commensurate with the
most significant of those held, exercised and assigned during the 90-day period
immediately preceding the Change Date. The Executive shall be based and the
Executive's services shall be performed at the location at which the Executive
was based immediately preceding the Change Date, except for travel reasonably
required in the performance of the Executive's responsibilities. It is
understood that such position, authority and responsibilities shall not be
regarded as not commensurate merely by virtue of the fact that a successor
shall have acquired all or substantially all of the business and/or assets of
the Corporation as contemplated by Article 10 hereof and that the Executive
shall continue to have a position and authority and responsibilities with
respect to such successor or affiliated company substantially corresponding to
that of the Executive with

respect to the Corporation prior to such acquisition.  As used in this
Agreement, the term "affiliated companies" means any company controlling,
controlled by or under common control with the Corporation. Notwithstanding the
duties as described above, Executive agrees that his duties may be, from time
to time, revised or modified by the President of the Corporation. The Executive
agrees to devote his full business time during normal business hours to the
business and affairs of the Corporation and to use his best efforts to perform
faithfully and efficiently the responsibilities assigned to him hereunder, to
the extent necessary to discharge such responsibilities, except for (i) service
on corporate, civic or charitable boards or committees not significantly
interfering with the performance of such responsibilities and (ii) periods of
vacation and sick leave to which he is entitled. It is expressly understood and
agreed that the Executive's continuing to serve on any boards and committees
with which he is connected, as a member or otherwise, shall be deemed not to
interfere with the performance of the Executive's services to the Corporation.

     4.        COMPENSATION AND BENEFITS.

     4.1       BASE SALARY.  The Executive shall receive a base salary (the
"Base Salary") at least equal to the Base Salary paid to the Executive by the
Corporation within one year prior to the Change Date. The Base Salary shall be
reviewed at least once each year and shall be increased at any time and from
time to time by action of the President, Board or any committee thereof. The
Base Salary shall be paid in accordance with the Corporation's regular
practices.

     4.2       ANNUAL BONUS.  In addition to Base Salary, the Executive shall
have an opportunity to earn or be awarded, for each fiscal year during the
Term, an annual bonus ("Annual Bonus") in cash. The Annual Bonus shall be at
least equal to the Annual Bonus, if any, paid or payable to the Executive
during the fiscal year prior to the Change Date or, if the Annual Bonus has
been in effect for two fiscal years prior to the Change Date, then to the
average of the two years immediately prior to the Change Date or, if the Annual
Bonus has been in effect for three or more fiscal years, then to the quotient
obtained when the sum of the bonuses for the three fiscal years immediately
prior to the Change Date is divided by three. Each such Annual Bonus shall be
payable no later than 60 days subsequent to the end of the Corporation's fiscal
year. In the event of the termination of this Agreement for any reason, the
Executive shall receive the Annual Bonus prorated to the date of such
termination.

     4.3       INCENTIVE, RETIREMENT AND SAVINGS PLAN.  In addition to the Base
Salary and Annual Bonus, Executive shall be entitled to participate in all
incentive, retirement and savings plans and programs ("Incentives"), if any,
and as established by the Corporation from time to time provided Executive
meets the eligibility requirements therefore. All Incentives, provided for the
Executive shall be at least equal to those provided by the Corporation for the
Executive under such plans and programs if and as in effect at any time during
the 90-day period immediately preceding the Change Date or, if more favorable
to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.

     4.4       BENEFIT PLANS.  The Executive and/or his spouse and dependents,
as the case may be, shall be entitled to all benefits under all medical,
dental, vision, disability, executive life, group life, accidental death and
travel accident insurance plans and programs ("Benefit Plans") if any, and as
established from time to time by the Corporation provided the Executive meets
the eligibility requirements therefor. All Benefit Plans shall be at least
equal to those in effect at any time during the 90-day period immediately
preceding the Change Date or, if more

favorable to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.

     4.5       FRINGE BENEFITS.  The Executive and/or his spouse and
dependents, as the case may be, shall be entitled to fringe benefits ("Fringe
Benefits"), including, but not limited to, country club and luncheon club dues
and expenses, an automobile and related expenses, parking, personal income tax
preparation services and financial counseling services, if any, and as
established from time to time by the Corporation provided the executive meets
the eligibility requirements therefor.  Loan forgiveness; the entire unpaid
balance outstanding of any loans the Executive owes to the Company will be
automatically forgiven in full upon the termination without cause of the
Executive.  The Executive is entitled to Fringe Benefits as in effect during
the 90-day period immediately preceding the Change Date or, if more favorable
to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.

     4.6       EXPENSES.  The Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred or expended by the Executive
in fulfillment of the duties hereunder. The Executive shall provide
documentation of such expenses and be reimbursed in accordance with the
policies and procedures of the Corporation as in effect during the 90-day
period immediately preceding the Change Date or, if more favorable to the
Executive, as in effect at any time thereafter with respect to executives with
comparable responsibilities.

     4.7       OFFICE AND SUPPORT STAFF.  The Executive shall be entitled to an
office and to other assistance commensurate with his responsibilities and
title. The Executive shall be entitled to office and support staff at least
equal to those provided to the Executive during the 90-day period immediately
preceding the Change Date or, if more favorable to the Executive, as provided
at any time thereafter with respect to executives with comparable
responsibilities.

     4.8       VACATION.  The Executive shall be entitled to paid vacation in
accordance with the policies of the Corporation, if any, and as established
from time to time by the Corporation. The Executive shall be entitled to
vacation in accordance with the policies of the Corporation as in effect during
the 90-day period immediately preceding the Change Date or, if more favorable
to the Executive, as in effect at any time thereafter with respect to
executives with comparable responsibilities.

     4.9.      BENEFIT AMENDMENTS.  Nothing herein shall be construed to
prevent the Corporation from amending or altering any plans or programs as long
as the Executive continues to have the opportunity to receive compensation and
benefits, on a before-tax basis, consistent with paragraphs 4.1 through 4.8.

     5.        TERMINATION.

     5.1       DEATH.  The Executive's employment shall terminate automatically
upon the Executive's death ("Death").

     5.2       DISABILITY.  The Corporation may terminate the Executive's
employment, after having established the Executive's "Disability" (as defined
below), by giving to the Executive notice of its intention to terminate his
employment effective on the 90th day after such notice (the "Disability
Effective Date") if within such 90-day period the Executive fails to return to

full-time performance of his duties. For purposes of this Agreement,
"Disability" means disability which after the expiration of more than 26 weeks
after its commencement is determined to be total and permanent by a physician
selected by the Corporation or its insurers providing disability insurance to
the Company and consented to by the Executive or his legal representative (such
consent not to be withheld unreasonably).

     5.3       CAUSE.  The Corporation may terminate the Executive's employment
for Cause ("Cause"). For purposes of this Agreement, "Cause" means (i) an act
or acts of dishonesty on the Executive's part which result in or are intended
to result in his substantial personal enrichment at the expense of the
Corporation or (ii) repeated violations by the Executive of his obligations
under Article 3 of this Agreement, which violations are demonstrably willful
and deliberate on the Executive's part and which were intended to result in or
have resulted in material injury to the Corporation.

     5.4       WITHOUT CAUSE.  The President or the Board may terminate the
Executive's employment without cause ("Without Cause") upon 60 days notice.

     5.5       GOOD REASON.  The Executive may terminate his employment for
Good Reason ("Good Reason"). For purposes of this Agreement "Good Reason" is
defined as set forth in Articles 5.5.1 through 5.5.5 below:

               5.5.1      ADVERSE CHANGE.  Without the express written consent
of the Executive, (i) the assignment to the Executive of any duties
inconsistent in any substantial respect with the Executive's position,
authority or responsibilities as contemplated by Article 3 of this Agreement,
or (ii) any other substantial adverse change in such position including titles,
authority or responsibilities.

               5.5.2      FAILURE TO COMPLY.  Any failure by the Corporation to
comply with any of the provisions of Article 4 of this Agreement, other than an
insubstantial and inadvertent failure remedied by the Corporation promptly
after receipt of notice thereof given by the Executive.

               5.5.3      CHANGE OF LOCATION.  The Corporation's requiring the
Executive to be based or to perform services at any office or location other
than that at which the Executive is based immediately prior to the Change Date,
except for travel reasonably required in the performance of the Executive's
responsibilities.

               5.5.4      UNPERMITTED TERMINATION.  Any purported termination
by the Corporation of the Executive's employment otherwise than as permitted by
this Agreement, it being understood that any such purported termination shall
not be effective for any purpose of this Agreement.

               5.5.5      FAILURE TO ASSUME.  Any failure by the Corporation to
obtain the assumption and agreement to perform this Agreement by a successor as
contemplated by Article 10.

               5.5.6      DETERMINATION OF GOOD REASON.  For the purposes of
this Article 5.5, any determination of "Good Reason" shall be made solely by
the Corporation's independent auditors.

               5.5.7      GOOD FAITH.  In the event that the Executive shall in
good faith give a "Notice of Termination," as hereinafter defined in paragraph
5.8 hereof, for Good Reason and it shall thereafter be determined that Good
Reason did not exist, the employment of the Executive shall, unless the
Corporation and the Executive shall otherwise mutually agree, be deemed to have
terminated, at the date of the giving of such purported Notice of Termination.
In such event the Executive shall be deemed to have elected Voluntary
Retirement and shall be entitled to receive only those payments and benefits
which he would have been entitled to receive at such date under Article 6.4 of
this Agreement.

     5.6       VOLUNTARY RETIREMENT.  At any time after the effective date of
the Agreement, the Executive may terminate his employment by electing voluntary
retirement ("Voluntary Retirement").

     5.7       NOTICE OF TERMINATION.  Any termination by the Corporation for
Cause, or by the Executive for Good Reason or election of Voluntary Retirement
shall be communicated by Notice of Termination to the other party hereto given
in accordance with Article 11. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated and
(iii) if the termination date is other than the date of receipt of such notice,
specifies the termination date of this Agreement which date shall be in
accordance with the specific termination provision of this Agreement relied
upon.

     5.8       DATE OF TERMINATION.  For purposes of this Agreement, the "Date
of Termination" shall mean the date the President or Board of Directors
receives the Notice of Termination or any later date specified therein, as the
case may be. Notwithstanding any contrary provision contained in this
Agreement, (i) if the Executive is terminating this Agreement in order to elect
Voluntary Retirement, the Date of Termination shall not be the date of receipt
of such Notice of Termination but shall be a date specified therein, which date
shall be not less than 120 days after giving such Notice of Termination; (ii)
if the Executive's employment is terminating due to Disability, the Date of
Termination shall be the Disability Effective Date; (iii) if the Executive's
employment terminates due to the Executive's death, the Date of Termination
shall be the date of death; and (iv) if the Executive's employment is
terminated Without Cause, the Date of Termination shall not be the date of
receipt of such Notice of Termination but shall be a date specified therein,
which date shall be not less than 60 days after giving such Notice of
Termination.

     6.        OBLIGATIONS OF THE CORPORATION UPON TERMINATION.

     6.1       DEATH.  If the Executive's employment is terminated by reason of
the Executive's death, except as described in the next sentence, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the date of his death. Anything in this Agreement to the contrary
notwithstanding, the Executive's spouse and dependents shall be entitled to
continue to receive the benefits under Benefit Plans and Fringe Benefits for 18
months subsequent to the Date of Termination.

     6.2       CAUSE.  If the Executive's employment shall be terminated for
Cause, the Corporation shall pay the Executive his Base Salary and any other
accrued obligations through the Date of Termination. Corporation shall have no
further obligations to the Executive under this Agreement.

     6.3       VOLUNTARY RETIREMENT.  The Corporation shall have no further
obligation to the Executive under this Agreement.  If the Executive elects
Voluntary Retirement, the Corporation shall pay the Executive his Base Salary
and any accrued obligations through the Date of Termination.

     6.4       GOOD REASON, WITHOUT CAUSE, AND DISABILITY.  If the Board shall
terminate the Executive's employment either Without Cause or for Disability, or
if the Executive shall terminate his employment for Good Reason:

               6.4.1      PAYMENTS.  The Corporation shall pay to the Executive
the aggregate of the amounts determined pursuant to Articles 6.4.1(i) and
6.4.1(ii):

               (i) if not theretofore paid, the Base Salary and any accrued
obligations through the Date of Termination to be paid upon the Date of
Termination;

               (ii) 299% of the Executive's "Base Amount". Base Amount is the
aggregate of the Base Salary and Annual Bonus paid or due to Executive in the
fiscal year prior to the year in which the termination occurred.  Said 299% of
the Base Amount shall be paid to the Executive as follows:  50% upon the date
of termination, and 50% in 12 equal monthly installments commencing within 30
days after the Date of Termination.

               6.4.2      STOCK OPTIONS.  All stock options and stock
appreciation rights granted to the Executive which are not exercisable at the
Date of Termination, shall become fully exercisable as of the Date of
Termination, with the exercise terms per the termination of employment section
of the stock option plan(s).

               6.4.3      BENEFITS.  For 12 months subsequent to the Date of
Termination, the Corporation shall continue Benefit Plans and Fringe Benefits
to the Executive and/or his spouse and dependents.  For COBRA purposes, the
Date of Termination will be the qualifying event and the Corporation will pay
12 months of insurance premiums.

     7.        NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Corporation
or any of its affiliated companies and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive
may have under any stock option or other Agreements with the Corporation or any
its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan or program of the
Corporation or any of its affiliated companies at or subsequent to the Date of
Termination shall be payable in accordance with such plan or program.

     8.        FULL SETTLEMENT.  The Corporation's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment,

defense or other right which the Corporation may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment
by way of litigation of the amounts payable to the Executive under any of the
provisions of this Agreement. The Corporation agrees to pay, to the full extent
permitted by law, all legal fees and expenses which the Executive may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Corporation or others of the validity or enforceability of, or liability
under, any provision of this Agreement.

     9.        CONFIDENTIAL INFORMATION.  The Executive shall hold in a
fiduciary capacity for the benefit of the Corporation all secret or
confidential information, knowledge or data relating to the Corporation or any
of its affiliated companies, and their respective businesses, which shall have
been obtained by the Executive during his employment by the Corporation or any
of its affiliated companies and which shall not be public knowledge. After
termination of the Executive's employment with the Corporation, he shall not,
without the prior written consent of the Corporation, communicate or divulge
any such information, knowledge or data to anyone other than the Corporation
and those designated by it. In no event shall an asserted violation of the
provisions of this Article 9 constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.

     10.       SUCCESSORS.

     10.1      ASSIGNMENT BY EXECUTIVE.  This Agreement is personal to the
Executive and without the prior written consent of the Corporation shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.

     10.2      ASSIGNMENT BY CORPORATION.  Notwithstanding anything in this
Agreement, Executive agrees that this Agreement may be assigned by the
Corporation.

     10.3      BINDING EFFECT.  This Agreement shall inure to the benefit of
and be binding upon the Corporation and its successors. The Corporation shall
require any successor to all or substantially all of the business and/or assets
of the Corporation, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in same manner and to the same extent as the Corporation
would be required to perform if no such succession had taken place.

     11.       MISCELLANEOUS.

     11.1      MODIFICATIONS.  This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof, and may
be modified only by a written instrument duly executed by each party.

     11.2      GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
reference to principles of conflict of laws. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.

     11.3      NOTICE.  All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

     If to the Executive:
     Paul Caceres Jr.
     15 Via Carmin
     Rancho Santa Margarita, CA 92688

     If to the Corporation:
     President
     CAM Data Systems, Inc.
     17520 Newhope St. Suite 100
     Fountain Valley, CA  92708

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressees.

     11.4      EQUITABLE RELIEF.  Since a breach of the provisions of this
Agreement, particularly with respect to Article 10, could not adequately be
compensated by money damages, the Corporation shall be entitled, in addition to
any other right and remedy available to it, to an injunction restraining such
breach or a threatened breach, and in either case no bond or other security
shall be required in connection therewith, and Executive hereby consents to the
issuance of such injunction.

     11.5      RELATIONSHIP OF PARTIES.  Except for authority granted to
Executive by the Board in order to enable Executive to fulfill the obligations
set forth in this Agreement, nothing contained in this Agreement shall
authorize, empower, or constitute Executive the agent of the Corporation in any
manner; authorize or empower Executive to assume or create any obligation or
responsibility whatsoever, express or implied, on behalf of or in the name of
the Corporation.

     11.6      WAIVER.  Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or any breach of any other provision of this
Agreement.  The failure of a party to insist upon strict adherence to any term
of this Agreement on one or more occasions shall not be a waiver or deprive the
party of the right hereunder to insist upon strict adherence to that term or
any other term of this Agreement.  Any waiver must be in writing and signed by
the waiving party.

     11.7      SEPARABILITY.  If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.

     11.8      HEADINGS.  The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.

     11.9      COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     11.10      WITHHOLDINGS.  The Executive agrees that the Corporation shall
withhold from any and all payments required to be made to Executive pursuant to
this Agreement all federal, state, local and/or other taxes or contributions
which the Corporation determines are required to be withheld in accordance with
applicable statutes and/or regulations from time to time in effect provided,
however, that such withholding shall be consistent with the calculations made
by the Corporation.

     IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Corporation has caused
these presents to be executed in its name on its behalf,  all as of the day and
year first above written.

                                               _________________________________

                                             ________________________, Executive

ATTEST:

______________________________

CAM Data Systems, Inc.

By __________________________

Title:________________________

 

Basic Info X:

Name: CHANGE OF CONTROL AGREEMENT
Type: Change of Control Agreement
Date: May 8, 1996
Company: CAM COMMERCE SOLUTIONS INC
State: Delaware

Other info:

Date:

  • 1st day of January , 1996
  • 60th birthday

Organization:

  • Change of Control Agreement
  • Corporation for Cause
  • Notice of Termination
  • Date of Termination
  • the State of California
  • Newhope St. Suite
  • Board of Directors
  • CAM Data Systems , Inc.

Location:

  • Delaware

Person:

  • Paul Caceres Jr.
  • Carmin Rancho Santa Margarita

Percent:

  • 30 %
  • 299 %
  • 50 %