SEEC INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>4
<FILENAME>ex10-11.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>   1
                                                                   Exhibit 10.11

                              EMPLOYMENT AGREEMENT

MADE this 10th day of March, 2000, by and between:

          SEEC, INC. a Pennsylvania Corporation, ("SEEC" hereinafter)

                                      AND

                                JOHN D. GODFREY
                    an individual, ("EMPLOYEE" hereinafter)

                                  WITNESSETH:

         WHEREAS, SEEC is in the business of developing and marketing software;
and

         WHEREAS, EMPLOYEE presently has an employment agreement with SEEC,
which includes among other things, certain restrictive covenants; and

         WHEREAS, SEEC and EMPLOYEE wish to amend their existing employment
agreement as set forth herein;

         NOW, THEREFORE, in consideration of the covenants contained herein, and
intending to be legally bound hereby, the parties hereto do covenant and agree
as follows:


                                   ARTICLE I

                          TERM AND SCOPE OF EMPLOYMENT

         SECTION 1. TERM. SEEC will employ EMPLOYEE for a period of two (2)
years from the date of this Agreement unless this Agreement is terminated before
that time, in accordance with the terms of Article VI hereof.

         SECTION 2. SCOPE. EMPLOYEE shall hold the position of Vice President
and perform such duties and responsibilities as SEEC's Chief Executive Officer
and its Board of Directors may from time to time designate in connection with
the said position. SEEC expressly reserves the right, in the exercise of its
sole discretion, to make changes in EMPLOYEE's duties and responsibilities, so
long as such changes are appropriate to EMPLOYEE's position and do not amount to
a demotion. During the term of EMPLOYEE's employment, EMPLOYEE shall work for
SEEC on a full time basis, and shall use his best efforts to further the best
interests and welfare of SEEC. During the term of his employment, EMPLOYEE
agrees that he will refrain from performing, directly or indirectly, any work or
services whatsoever for any third person, without the written authorization of
SEEC.

         SECTION 3. EMPLOYEE agrees to abide by such lawful employment policies
and regulations as SEEC may from time to time adopt, and such specific
instructions and directions to EMPLOYEE as SEEC lawfully may give, from time to
time.


<PAGE>   2
John D. Godfrey Employment Agreement
Page 2.


                                   ARTICLE II

                          SALARY AND FRINGE BENEFITS.

         SECTION 1. SALARY AND BONUS. EMPLOYEE shall be paid an annual salary
(the "Base Salary"), in periodic payments in accordance with SEEC's normal
payroll practices currently in effect, or such other payroll practices as SEEC
may adopt from time to time. EMPLOYEE shall also be a participant in the
executive bonus plan that the Compensation Committee of the Board of Directors
shall adopt, and receive such additional compensation and bonuses and stock
options as the Board of Directors may grant to him from time to time. EMPLOYEE's
annual Base Salary for Fiscal Year 2000 is One Hundred & Thirty Six Thousand
($136,000) Dollars, and for subsequent years, shall be as established by the
Board of Directors, in an amount not less than for Fiscal Year 2000.

         SECTION 2. FRINGE BENEFITS. EMPLOYEE will be entitled to such health
insurance and other employee benefits as SEEC makes available generally to its
employees in SEEC's discretion.

         SECTION 3. REIMBURSEMENTS. SEEC will reimburse EMPLOYEE for all
reasonable travel and other expenses which EMPLOYEE incurs due to activities
required by SEEC.


                                  ARTICLE III

                   INVENTIONS, DISCOVERIES, AND IMPROVEMENTS

         SECTION 1. All inventions, discoveries, improvements or copyrightable
materials ("Discoveries" ) which EMPLOYEE conceives or makes, solely or in
conjunction with others, during his period of employment with SEEC, in any field
in which, during the term of this Agreement, SEEC is or plans to be engaged, and
in all related fields, are the sole and exclusive property of SEEC. All such
Discoveries made with two (2) years following termination of his employment
shall be deemed to fall within this provision, unless EMPLOYEE bears the burden
of proving, by evidence that is clear and convincing, that they were conceived
and made after the termination of his employment with SEEC.

         SECTION 2. EMPLOYEE agrees that he will promptly disclose all
Discoveries to SEEC, and hereby assigns and conveys to SEEC all his right, title
and interest in and to all such Discoveries. EMPLOYEE will assist SEEC, at its
request, in preparing copyright applications, both United States and foreign,
covering all such Discoveries, and will sign and deliver all documents, and do
all things reasonable or necessary to secure and protect SEEC's ownership
interests in all Discoveries. All costs incidental to EMPLOYEE's performance
under this Article, as requested by SEEC, shall be born by SEEC.


<PAGE>   3
John D. Godfrey Employment Agreement
Page 3.


                                   ARTICLE IV

                       CONFIDENTIALITY OF PROPRIETARY DATA

         SECTION 1. For the purposes of this Agreement, all technical,
commercial and business information to which EMPLOYEE obtains access during the
course of his employment, including without limiting the generality of the
foregoing, all memoranda, notes, computer data, computer programs, spreadsheets,
graphs, print-outs, customer lists, customer and trade data, materials and
equipment data, market data, financial data, contracts, orders, plans, designs,
drawings, processes, formulae, codes, apparatus, products, discoveries,
inventions, bug-fixes, improvements, and all other records, recordings or
documents whatsoever, whether belonging to SEEC, or to any third party, shall be
deemed Proprietary Information, regardless of whether or not it falls within the
common-law definition of trade secrets, unless it is lawfully in the public
domain ("Proprietary Information").

         SECTION 2. EMPLOYEE agrees to keep confidential all Proprietary
Information to which he has access during the course of his employment. EMPLOYEE
agrees that while such Proprietary Information is in his possession, he shall be
deemed to hold the same in trust for SEEC's sole benefit, and shall not use the
same for any purpose, or disclose the same to any person, other than in the
performance of his required employment duties for SEEC, without SEEC's written
consent. Without limiting the generality of the foregoing, EMPLOYEE acknowledges
that in the course of his employment, he may obtain access to the Proprietary
Information of third parties who are doing business with SEEC. Such information
may or may not be marked "Confidential". EMPLOYEE agrees that he will not use or
disclose any third party Proprietary Information which he obtains during the
course of his employment for SEEC for any purpose other than the performance of
his required employment duties for SEEC.


                                   ARTICLE V

                              NON-COMPETE COVENANT

         SECTION 1. EMPLOYEE agrees that for a period of two (2) years after his
employment with SEEC is terminated, he will not, directly or indirectly, work in
the United States, India, Mexico or Canada, for any third party, or for himself,
in marketing and selling software products in direct competition with the
software products marketed or sold by SEEC while EMPLOYEE was employed by SEEC.


<PAGE>   4
John D. Godfrey Employment Agreement
Page 4.


          SECTION 2. The non-compete covenant described in Section 1 of this
Article shall not be applicable in any of the following circumstances:

         (1)  If EMPLOYEE is laid off or terminated by SEEC under the provisions
              of Article VI Section 3 of this Agreement; or

         (2)  If his employment is terminated without good cause or otherwise in
              violation of this Agreement; or

         (3)  If EMPLOYEE terminates this Agreement in accordance with Article
              VI Section 4 because SEEC is in violation of this Agreement; or

         (4)  If any event should occur that gives rise to the incurrence by
              SEEC of a severance obligation to EMPLOYEE under Article VII of
              this Agreement.


                                   ARTICLE VI

                                  TERMINATION

          SECTION 1. The initial term of this Agreement shall be for a period of
two (2) years from the date first above written. Thereafter, this Agreement
shall be renewed automatically, from year to year. All provisions of this
Agreement shall continue in full force and effect for any renewed term unless
specifically changed by written Agreement of the parties. In the event certain
provisions of this Agreement are changed by written agreement of the parties
from time to time, all other provisions not specifically changed in writing
shall be deemed to continue in full force and effect.

         SECTION 2. SEEC may terminate the employment of EMPLOYEE at any time,
for good cause, without notice. Without limiting the generality of the
foregoing, good cause for termination shall include any conduct of EMPLOYEE
which is in violation of this Agreement, or EMPLOYEE's dishonesty, disloyalty,
willful misconduct, negligence or refusal or unwillingness to perform his duties
hereunder in good faith and to the best of his ability.

         SECTION 3. If at any time and from time to time, SEEC, in its sole
discretion, determines that the financial interests of SEEC render it advisable
to lay EMPLOYEE off, or terminate EMPLOYEE's employment, SEEC may, subject to
the severance provisions of this Agreement, lay-off or terminate EMPLOYEE
without being deemed in breach of this Agreement; provided however, in such
event, EMPLOYEE will not be bound by the non-compete covenant specified in
Article V Section 1 of this Agreement.


<PAGE>   5
John D. Godfrey Employment Agreement
Page 5.


         SECTION 4. EMPLOYEE may terminate this Agreement on thirty (30) days
written notice to SEEC, for any violation of the terms of this Agreement which
SEEC has knowingly failed to cure.

         SECTION 5. Except as specified to the contrary in this Agreement, the
following provisions shall survive termination of this Agreement:

         (1)  Article III relating to Inventions, Discoveries and Improvements;

         (2)  Article IV relating to Confidentiality of Proprietary Data;

         (3)  Article V relating to Non-Compete Covenant;

         (4)  Any obligation of SEEC to pay wages or fringe benefits not paid as
              of the date of termination; and

         (5)  The provisions of Article VII to the extent necessary to enforce
              any right arising out of this Agreement.


                                  ARTICLE VII

                              SEVERANCE AGREEMENT

         SECTION 1. SEVERANCE OBLIGATIONS. If SEEC for any reason other than
good cause as defined in Article VI, Section 2 above, terminates EMPLOYEE'S
employment, or if EMPLOYEE resigns "for good reason" as defined below (each of
which are hereinafter referred to as a "Triggering Event"), then, in addition to
paying EMPLOYEE all salary and fringe benefits earned through the date
employment ceases, SEEC shall pay EMPLOYEE severance compensation as follows
during the six (6) month period following the termination or resignation date
(Severance Period). EMPLOYEE's severance compensation shall consist of:

(1)    An amount equal to 50% (fifty percent) of EMPLOYEE's total annual salary
       as established prior to the Triggering Event, which amount shall be paid
       (less applicable amounts required to be withheld by law) in equal
       installments, during the Severance Period, in accordance with SEEC's
       normal payroll practices, and

(2)    An amount equal to the greater of (i) EMPLOYEE's prorated total annual
       on-target bonus, as established prior to the Triggering Event, or (ii)
       EMPLOYEE's prorated actual bonus for the applicable fiscal year. This
       proration will take into account the number of days that elapsed in such
       fiscal year prior to the termination date or the resignation date, and
       such prorated amount

<PAGE>   6
John D. Godfrey Employment Agreement
Page 6.


       shall be paid (less applicable amounts required to be withheld by law) in
       equal installments during the Severance Period in accordance with SEEC's
       normal payroll practices. However, the final installment payment shall be
       paid no later than the payment date for such bonuses paid to executive
       officers for the applicable fiscal year. The applicable fiscal year shall
       be the year during which the Triggering Event occurs.

(3)    A continuation, for the Severance Period, at no cost to EMPLOYEE, of all
       other fringe benefits to which EMPLOYEE was entitled prior to the
       Triggering Event, or benefits substantially similar thereto.

         SECTION 2.  Intentionally omitted.

         SECTION 3. DEFINITION OF "GOOD REASON". The term "good reason" means:
(i) a material diminution by SEEC of EMPLOYEE'S title or responsibilities, as
that title and those responsibilities existed prior to the action complained of;
or (ii) a material diminution by SEEC of the highest salary, benefits, bonuses,
and incentive or other forms of compensation paid to EMPLOYEE during any period
covered by this agreement; or (iii) any reassignment of EMPLOYEE or relocation
of SEEC's principal executive offices outside of the greater Pittsburgh area.


                                  ARTICLE VIII

                                 MISCELLANEOUS

         SECTION 1. NOTICES. Any notices required to be sent under the terms of
this Agreement shall be sent to the parties as follows, or to such new address
as a party may designate in writing. If a party is aware that the following
address is incorrect, the party shall send written notices to both the address
set forth below, and to the last known address of the other party.

         TO SEEC AT:                                 TO THE EMPLOYEE AT:

Park West One, Suite 200                             7506 Trevanion Avenue,
1500 Cliff Mine Road,                                Swissvale, PA 15218.
Pittsburgh, PA 15275.


         SECTION 2. BINDING ARBITRATION. The parties agree that all claims,
disputes and other matters in question between them, arising out of or related
to this Agreement, and the rights, duties and obligations arising thereunder or
the breach thereof, shall be decided by common-law arbitration in Pittsburgh,
PA, in accordance with the Rules of the American Arbitration Association then
prevailing, unless the parties mutually agree otherwise; provided however, SEEC
shall have the right to obtain


<PAGE>   7
John D. Godfrey Employment Agreement
Page 7.


preliminary or permanent injunctive relief from a court of appropriate
jurisdiction while the arbitration process is continuing, and/or after the Board
of Arbitrators renders its decision on the merits; provided further, if either
party would be entitled to join a third party if the proceeding were brought
before a court of applicable jurisdiction, then in the interests of judicial
economy, either party may litigate all disputes against the other party and any
third party in one action before a court of appropriate jurisdiction. The
parties agree that with regard to all claims, disputes and remedies, arising out
of this Agreement, the American Arbitration Association, and the Federal and
State Courts in Pittsburgh, PA and applicable appellate courts, shall have
jurisdiction over their persons. This provision shall not be deemed to confer
exclusive subject matter jurisdiction over such courts. This Agreement shall not
be construed as a consent to arbitrate any dispute with any person who is not
party to this Agreement.

         SECTION 3. SERVICE OF PROCESS. Service of Process in Arbitration or in
Court may be made by certified mail, return receipt requested, to either party
at the addresses specified in Section 1 above of this Article, which service
shall be complete upon mailing.

         SECTION 4. RIGHTS AND REMEDIES. Except as provided in Section 2 above
of this Article, the duties and obligations imposed by this Agreement, and the
rights and remedies available hereunder, shall be in addition to and not in
limitation of, any duties, obligations, rights and remedies otherwise imposed or
available in law or in equity.

         SECTION 5. GOVERNING LAW. This Agreement shall be governed by
Pennsylvania law, excluding its conflict of laws provisions.

         SECTION 6. WAIVER. No action or failure to act by either party shall
constitute a waiver of any right or duty accorded to any of them under this
Agreement, nor shall any such action or failure to act constitute an approval of
, or acquiescence in, any breach hereunder, except as may be specifically agreed
in writing.

         SECTION 7. INTEGRATION AND AMENDMENTS. The terms and conditions
contained herein constitute the full understanding of the parties, a complete
allocation of the risks between them, and a complete and exclusive statement of
the terms and conditions of their agreement. No conditions, representations,
understandings, or agreements, not contained herein, and purporting to modify,
waive, vary, explain or supplement the terms or conditions of this contract
shall be binding unless hereafter made in writing and signed by a duly
authorized representative of the party to be bound.

         SECTION 8. SUCCESSORS AND ASSIGNS. Any attempted assignment by EMPLOYEE
of the rights and obligations created by this Agreement shall be void. SEEC may
at any time assign its rights, obligations and interests in this Agreement.
Except as provided to the contrary herein, the terms and conditions of this
Agreement shall be binding on the parties, their respective executors, personal
representatives, heirs, successors in interest and assigns.

<PAGE>   8
John D. Godfrey Employment Agreement
Page 8.


         SECTION 9. GENDER AND NUMBER. All references in this Agreement to the
singular and/or to the masculine gender, shall be deemed to include the plural
and/or feminine gender, where appropriate.


         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, as of the date first above written.

ATTEST:                                           SEEC, INC.


/s/ Richard J. Goldbach       (SEAL)              By: /s/ Ravindra Koka
-----------------------       ------                 ---------------------------
Secretary or Treasurer                                Authorized Signature


WITNESS:                                          EMPLOYEE


/s/ Richard J. Goldbach                           /s/ John D. Godfrey
-----------------------       ------              ------------------------------
                                                  John D. Godfrey.


</TEXT>
</DOCUMENT>
