This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between Mark
Hansen ("Employee") and Kinderhook Systems, Inc., a Delaware corporation (the "Company"), to be effective
upon the occurrence of the events described in Paragraph 18 below.
A. Employee and the Company desire to enter into an agreement to set forth the terms and conditions of
Employee's employment with the Company.
B. Employee and the Company acknowledge the receipt and adequacy of the consideration for this Agreement,
including the premises and covenants in this Agreement, the employment of Employee by the Company, and
other good and valuable consideration.
1. Definitions. For purposes of this Agreement, the following terms, including both the singular and the plural, shall
have the meanings assigned to them below, as follows:
(a) "Affiliate" means any corporation or business entity that either controls or is controlled by the Company or is
controlled by the shareholders that control the Company. For the purposes of this definition, "control" means the
ownership, either directly or through an unbroken chain of control, of more than sixty percent (60%) of the equity
interest or combined voting or management rights of an entity.
(b) "Board" shall mean the Board of Directors of the Company,
(c) "Employment Period" means the period during which Employee is employed pursuant to this Agreement.
(d) "Initial Term" means the period commencing on the Closing (as hereinafter defined) and ending two years
after the Closing (as defined herein), unless sooner terminated as provided by the terms of this Agreement.
(e) "Renewal Term" means each period for which this Agreement is renewed pursuant to the provisions of
(f) "Stock Purchase Agreement" means that certain Stock Purchase Agreement dated September 17, 1999
among Xpedior Incorporated ("Xpedior"), the Company and the shareholders of the Company.
2. Employment. The Company here