EXHIBIT 10.11
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is made this 30th day of June, 1998, between
XXXXXX ASSOCIATES, INC., a Maryland corporation (the "Company"), and XXXXXXX
XXXXXX (the "Executive").
WHEREAS, the Company is a wholly-owned subsidiary of Condor Technology
Solutions, Inc., a Delaware corporation ("Condor").
WHEREAS, the parties hereto wish to enter into an employment agreement
to employ the Executive as the President and Chief Executive Officer of the
Company and to set forth certain additional agreements between the Executive and
the Company.
NOW, THEREFORE, in consideration of the mutual covenants and
representations contained herein, the parties hereto agree as follows:
1. TERM.
The Company will employ the Executive, and the Executive will serve the
Company, under the terms of this Agreement for a term of two (2) years,
commencing on the date hereof (the "Initial Term"). Upon expiration of the
Initial Term, this Agreement maybe extended by mutual consent of the parties,
upon terms and conditions to be determined by mutual agreement. Notwithstanding
the foregoing, the Executive's employment hereunder may be earlier terminated,
as provided in Section 4 hereof. The term of this Agreement, as in effect from
time to time in accordance with the foregoing, shall be referred to herein as
the "Term." The period of time between the commencement and the termination of
the Executive's employment hereunder shall be referred to herein as the
"Employment Period."
2. EMPLOYMENT.
(a) POSITION AND REPORTING. The Company hereby employs the Executive
for the Employment Period as the President and Chief Executive Officer of the
Company on the terms and conditions set forth in this Agreement.
(b) AUTHORITY AND DUTIES. The Executive shall exercise such authority,
perform such executive duties and functions and discharge such responsibilities
as are reasonably associated with the Executive's position, commensurate with
the authority vested in the Executive's position, pursuant to this Agreement and
consistent with the By-Laws of the Company. During the Employment Period, the
Executive shall devote his full business time, skill and efforts to the business
of the Company. Notwithstanding the foregoing, the Executive may (i) make and
manage passive personal business investments of his choice (in the case of
publicly-held corporations, not to exceed five percent (5%) of the outstanding
voting stock) and serve in any capacity with any civic, educational or
charitable organization, or any trade association, without seeking or obtaining
approval by the Board of Directors of the Company (the "Board"), provided such
activities and service do not materially interfere or conflict with the
performance of his duties hereunder and (ii) with the approval of the Board,
which shall not be unreasonably withheld, serve on the boards of directors of
other corporations.
3. COMPENSATION AND BENEFITS.
(a) SALARY. During the Employment Period, the Company shall pay to the
Executive, as compensation for the performance of his duties and obligations
under this Agreement, a base salary at the rate of $150,000 per annum, payable
in arrears not less frequently than monthly in accordance with the normal
payroll practices of the Company. Such base salary shall be subject to review
each year for possible increase by the Board, but shall in no event be decreased
from its then-existing level during the Employment Period.
(b) ANNUAL BONUS. During the Employment Period, the Executive shall
have the opportunity to earn an annual bonus in accordance with a Company annual
bonus program to be established by the Board for senior executives of the
company and its subsidiaries. The payment of any annual bonus under any such
program shall be contingent upon the achievement of certain corporate and/or
individual performance goals established by the Board in its discretion.
(c) OTHER BENEFITS. During the Employment Period, the Executive shall
be entitled to participate in all of the employee benefit plans, programs and
arrangements in effect during the Employment Period that are generally available
to senior executives of the Company, subject to and on a basis consistent with
the terms, conditions and overall administration of such plans, programs and
arrangements. In addition, during the Employment Period, the Executive shall be
entitled to fringe benefits and perquisites comparable to those of other senior
executives of the Company.
(d) BUSINESS EXPENSES. During the Employment Period, the Company shall
reimburse the Executive for all documented reasonable business expenses incurred
by the Executive in the performance of his duties under this Agreement, in
accordance with the Company's and Condor's policies.
(e) INDEMNIFICATION. During the Employment Period and thereafter, the
Company shall indemnify the Executive to the fullest extent permitted by
applicable law, and the Executive shall be entitled to the protection of any
insurance policies the Company may elect to maintain generally for the benefit
of the directors and officers of the Company, with respect to all costs, charges
and expenses, including attorneys' fees, whatsoever incurred or sustained by the
Executive in connection with any action, suit or proceeding (other than any
action, suit or proceeding brought by or in the name of the Company against the
Executive) to which he may be made party by reason of being or having been a
director, officer or employee of the Company or his serving or having served any
other enterprise as a director, officer or employee at the request of the
Company.
4. TERMINATION OF EMPLOYMENT.
(a) TERMINATION FOR CAUSE. The Company may terminate the Executive's
employment hereunder with or without cause, subject to the obligations of the
Company under Section 5 hereof in the event of the termination of the Executive
without cause. For purposes of this Agreement, the Company shall have "cause" to
terminate the Executive's employment hereunder if such termination shall be the
result of:
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(i) willful fraud or dishonesty in connection with the
Executive's performance hereunder that results in material harm to the Company;
(ii) the failure by the Executive to substantially perform his
duties hereunder that results in material harm to the Company; or
(iii) the conviction for, or plea of nolo contendere to, a
charge of commission of a felony.
(b) TERMINATION UPON DEATH OR PERMANENT AND TOTAL DISABILITY. The
Employment Period shall be terminated by the death of the Executive. The
Employment Period may be terminated by the Company if the Executive shall be
rendered incapable of performing his duties to the Company by reason of a
"disability," defined as either (i) any medically determined physical or mental
impairment that can be expected to result in death or that can be expected to
last for a period of six or more consecutive months from the first date of the
Executive's absence, or (ii) due to a total and permanent "disability" that can
be expected to last for a period of six or more consecutive months from the
first date of the Executive's absence, as such term is defined in the Company's
or Condor's long term disability insurance policy or contract as may be in
effect from time to time for the benefit of employees of the Company (either, a
"Disability"). If the Employment Period is terminated by reason of the
Disability of the Executive, the Company shall give 30 days' advance written
notice to that effect to the Executive. If the existence of a Disability
hereunder is in dispute, it shall be resolved by two physicians, one appointed
by the Executive and one appointed by the Company. If the two physicians so
selected cannot agree as to whether or not the Executive has a Disability, the
two physicians so selected shall designate a third physician and a majority of
the three physicians so selected shall determine whether or not the Executive
has a Disability.
5. CONSEQUENCES OF TERMINATION.
(a) TERMINATION WITHOUT CAUSE. In the event of termination of the
Executive's employment hereunder by the Company without "cause" (other than upon
death or Disability) (defined in Section 4 hereof), the Executive shall be
entitled to the following severance pay and benefits:
(i) Severance Pay - severance payments in the form of
continuation of the Executive's base salary as in effect immediately prior to
such termination over the longer of: (A) the then-remaining Term hereof; or (B)
six months (the "Severance Period"); and
(ii) Benefits Continuation - continuation for the Severance
Period of coverage under the group medical care, disability and life insurance
benefit plans or arrangements in which the Executive is participating at the
time of termination; provided, however, that the Company's obligation to provide
or cause to be provided such coverages shall be terminated if the Executive
obtains comparable substitute coverage from another employer at any time during
the Severance Period. The Executive shall be entitled, at the expiration of the
Severance Period, to elect continued medical coverage in accordance with section
4980B of the Internal Revenue Code of 1986, as amended (or any successor
provision thereto); and
(b) OTHER TERMINATIONS. In the event of termination of the Executive's
employment hereunder for any reason other than those specified in Section 5(a)
hereof, including but not limited to Executive's voluntary termination, the
Executive shall not be entitled to any severance pay, benefits continuation or
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stock option rights contemplated by the foregoing, except as may otherwise be
provided under the applicable benefit plans or award agreements relating to the
Executive.
(c) ACCRUED RIGHTS. Notwithstanding the foregoing provisions of this
Section 5, in the event of termination of the Executive's employment hereunder
for any reason, the Executive shall be entitled to payment of any unpaid portion
of his base salary through the effective date of termination, and payment of any
accrued but unpaid rights solely in accordance with the terms of any incentive
bonus, stock option or employee benefit plan or program of the Company.
6. CONFIDENTIALITY.
The Executive agrees that he will not at any time during the Term
hereof or at any time thereafter for any reason, in any fashion, form or manner,
either directly or indirectly, divulge, disclose or communicate to any person,
firm, corporation or other business entity, in any manner whatsoever, any
confidential information or trade secrets concerning the business of Condor, the
Company or any other subsidiaries of Condor, including, without limiting the
generality of the foregoing, the techniques, methods or systems of operation or
management, or any information regarding financial matters, plans or other
material data. The provisions of this Section 6 shall not apply to (i)
information that is public knowledge other than as a result of disclosure by
Executive in breach of this Section 6; (ii) information disseminated by the
Company, Condor or any of Condor's other subsidiaries to third parties in the
ordinary course of business; (iii) information lawfully received by the
Executive from a third party who, based upon inquiry by the Executive, is not
bound by a confidential relationship to Condor, the Company or any of Condor's
other subsidiaries; or (iv) information disclosed under a requirement of law or
as directed by applicable legal authority having jurisdiction over the
Executive.
7. INVENTIONS.
The Executive is hereby retained in a capacity such that the
Executive's responsibilities include the making of technical and managerial
contributions of value to Condor and the Company. The Executive hereby assigns
to the Company all right, title and interest in such contributions and
inventions made or conceived by the Executive alone or jointly with others
during the Employment Period that relate to the business of the Company, Condor
or any of Condor's other subsidiaries. This assignment shall include (a) the
right to file and prosecute patent applications on such inventions in any and
all countries, (b) the patent applications filed and patents issuing thereon,
and (c) the right to obtain copyright, trademark or trade name protection for
any such work product. The Executive shall promptly and fully disclose all such
contributions and inventions to the Company and assist the Company in obtaining
and protecting the rights therein (including patents thereon) in any and all
countries; provided, however, that said contributions and inventions will be the
property of the Company, whether or not patented or registered for copyright,
trademark or trade name protection, as the case may be. The Executive hereby
agrees to execute any documentation requested by the Company to be so executed
if such request is made in order to carry out the purpose and terms of this
paragraph. Inventions conceived by the Executive that are not related to the
business of the Company or any of its subsidiaries will remain the property of
the Executive.
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8. NON-COMPETITION.
The Executive agrees that he shall not, from the date hereof until the
later to occur of (a) three (3) years after the date hereof, or (b) one (1) year
after the expiration of the Executive's employment hereunder for any reason (the
"Restricted Term"), directly or indirectly, alone or as principal, partner,
joint venturer, officer, director, employee, consultant, agent, independent
contractor or stockholder (other than as provided below) of any company or
business, engage in any "Competitive Business" within the United States. For
purposes of the foregoing, the term "Competitive Business" shall mean any
business involved in providing information technology solutions, including, but
not limited to, desktop services, software development, systems design and
integration, large scale survey research, recruiting and comprehensive marketing
and sales, which is in direct competition with Condor, the Company or any of
Condor's other subsidiaries in any community in which Condor, the Company or any
of Condor's other subsidiaries are doing business. Notwithstanding the
foregoing, the Executive shall not be prohibited during the Restricted Term from
acting as a passive investor where he owns not more than five percent (5%) of
the issued and outstanding capital stock of any publicly-held company. During
the Restricted Term, the Executive shall not solicit or encourage any employee
of the Company or any current or future subsidiary or affiliate thereof to
terminate his or her employment.
9. NON-SOLICITATION OF EMPLOYEES.
The Executive agrees that he shall not during Restricted Term, directly
or indirectly, alone or as principal, partner, joint venturer, officer,
director, employee, consultant, agent, independent contractor or stockholder, or
in any other capacity whatsoever, employ, retain, or enter into any employment,
agency, consulting or other similar arrangement with, any person who, within the
twelve-month period prior to the termination of the Executive's employment by
the Company, was an employee of the Company or of any of Condor's other
subsidiaries, or, induce or attempt to induce such person to terminate his
employment with the Company or such subsidiary.
10. NON-SOLICITATION OF CLIENTS OR CUSTOMERS.
The Executive agrees that he shall not during the Restricted Term,
directly or indirectly, alone or as principal, partner, joint venturer, officer,
director, employee, consultant, agent, independent contractor or stockholder, or
in any other capacity whatsoever, directly or indirectly, for his or her own
account, or for the account of others, solicit orders for services of a kind or
nature like or similar to services performed by the Company or any of Condor's
other subsidiaries as of the date of the termination of the Executive's
employment by the Company, from any party that was a customer or client of the
Company or such subsidiary, or which the Company or any of Condor's other
subsidiaries was soliciting to be a customer or client, during the twelve (12)
month period preceding the termination of the Executive's employment.
11. BREACH OF RESTRICTIVE COVENANTS.
The parties agree that a breach or violation of Section 6, 7, 8, 9 or
10 hereof will result in immediate and irreparable injury and harm to the
innocent party, which party shall have, in addition to any and all remedies of
law and other consequences under this Agreement, the right to an injunction,
specific performance or other equitable relief to prevent the violation of the
obligation hereunder.
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12. NOTICES.
For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or (unless otherwise specified)
mailed by United States certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:
(a) If to the Company, to:
XXXXXX ASSOCIATES, INC.
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
with a copy to:
CONDOR TECHNOLOGY SOLUTIONS, INC.
Xxxxxxxxx Xxxxxx Xxxxx
000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
(b) If to the Executive, to:
Xxxxxxx Xxxxxx
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
or to such other address as a party hereto shall designate to the other party by
like notice, provided that notice of a change of address shall be effective only
upon receipt thereof.
13. ARBITRATION: LEGAL FEES.
Except as provided in Section 11 hereof, any dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively
by arbitration in Baltimore, Maryland in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. The Company shall reimburse
the Executive for all reasonable legal fees and costs and other fees and
expenses that the Executive may incur in respect of any dispute or controversy
arising against the Company under or in connection with this Agreement;
provided, however, that the Company shall not reimburse any such fees, costs and
expenses if the fact finder determines that an action brought by the Executive
was substantially without merit or the Executive is otherwise unsuccessful in
such an action.
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14. WAIVER OF BREACH.
Any waiver of any breach of the Agreement shall not be construed to be
a continuing waiver or consent to any subsequent breach on the part of either
the Executive or of the Company.
15. NON-ASSIGNMENT: SUCCESSORS.
Neither part hereto may assign his or its rights or delegate his or its
duties under this Agreement without prior written consent of the other party;
provided, however, that (i) this Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the Company upon any sale of all or
substantially all of the Company's assets, or upon any merger, consolidation or
reorganization of the Company with or into any other corporation, all as though
such successors and assigns of the Company and their respective successors and
assigns were the Company; and (ii) this Agreement shall inure to the benefit of
and be binding upon the heirs, assigns or designees of the Executive to the
extent of any payments due to the Executive hereunder. As used in this
Agreement, the term "Company" shall be deemed to refer to any such successor or
assign of the Company referred to in the preceding sentence.
16. WITHHOLDING OF TAXES.
All payments required to be made by the Company to the Executive under
this Agreement shall be subject to the withholding of such amounts, if any,
relating to tax, and other payroll deductions as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation.
17. SEVERABILITY.
To the extent any provision of this Agreement or portion thereof shall
be invalid or unenforceable, it shall be considered deleted therefrom and the
remainder of such provision and of this Agreement shall be unaffected and shall
continue in full force and effect.
18. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
19. GOVERNING LAW.
This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Maryland.
20. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement by the Company and the
Executive with respect to the subject matter hereof and supersedes any and all
prior agreements or understandings between the Executive and the Company with
respect to the subject matter hereof, whether written or oral. This
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Agreement may be amended or modified only by a written instrument executed by
the Executive and the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
XXXXXX ASSOCIATES, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
THE EXECUTIVE
/s/ Xxxxxxx Xxxxxx
----------------------------------
Xxxxxxx Xxxxxx
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