EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 26th day of
August, 1999, by and between PLATINUM EXECUTIVE SEARCH, INC., a New York
corporation with an office for the conduct of this business at 000 Xxxxxxx
Xxxxxx, xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (the "Company"), and XXXXXXXX XXXXX
COLGATE, an individual residing at 0000 Xxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxx 00000
(the "Executive").
WHEREAS, the Company desires to employ the Executive as the President
of U.S. LAWYERS, INC., ("USL") from and after the date of its acquisition by the
Company, and as a Vice President of the Company, and the Executive desires to be
employed by USL and the Company in such capacity; and
WHEREAS, the parties hereto desire to enter into an agreement of
employment mutually beneficial to said parties, and for the purpose of defining
the rights, duties and obligations of each of the parties hereto;
NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which is hereby acknowledged, the Company and the Executive agree
as follows:
1. Employment. Upon the terms and subject to the conditions of this
Agreement, the Company hereby employs the Executive and the Executive hereby
accepts employment by the Company on the terms and conditions hereinafter set
forth.
2. Term. Subject to the provisions of Section 10 of this Agreement,
Executive's employment shall be for a period of five (5) years commencing on
October 1, 1999 and terminating on September 30, 2004.
3. Executive's Position, Duties and Authority.
3.1 Position. The Company shall employ the Executive, and the
Executive shall serve as the President of the USL and a Vice President of the
Company.
3.2 Description. The Executive shall perform such duties and
responsibilities on a full time basis as shall be reasonably assigned to the
Executive by the President and Chief Executive Officer of the Company, and which
are customarily incident to the day-to-day management and operation of USL and
the Company or the offices of President and a Vice-President, respectively,
including, but not limited to performing various administrative duties as shall
be reasonably assigned to the Executive by the President and Chief Executive
Officer of the Company.
3.3 Authority. At all times during the Term, the Executive shall
report directly to the Chairman and Chief Executive Officer of the Company, or
to such other senior executive as the Chairman and Chief Executive Officer of
the Company may designate.
-1-
4. Full-Time Services.
4.1 General. The executive shall devote substantially all of her
business time, labor, skill and energy to the business and affairs of the
Company and to the duties and responsibilities referred to in Section 3.2 of
this Agreement
4.2 Opportunities; Investments. The Executive covenants and agrees
that, during the Term, she shall inform the company of each business opportunity
related tot he actual business being conducted by the Company or any of the
Company's subsidiaries or affiliates of which she becomes aware and that she
will not, directly or indirectly, exploit any such opportunity for her own
account (without first offering it to the Company), nor will she render any
services to any other person or business, or acquire any interest of any type in
any other business, that competes with the actual business, or acquire any
interest of any type in any other business, that competes with the actual
business being conducted by the Company or any of the Company's subsidiaries or
affiliates.
5. Location of Employment. Unless the Executive consents otherwise in
writing, the principal location for the performance of her duties hereunder
shall be at the Company's offices in New York City and at USL's offices in
Sarasota, Florida.
6. Base Salary/Bonuses.
6.1 Base Salary. The Company shall, commencing October 1, 1999 and
during the continuance of the Executive's employment hereunder, pay to the
Executive, and the Executive agrees to accept, in consideration of her services,
a salary (the "Base Salary") at a rate of TWELVE THOUSAND FIVE HUNDRED AND
NO/100THS DOLLARS ($12,500.00) per month. All Base Salary shall be payable in
accordance with the Company's normal payroll practices, so long as the
Executive's employment continues as provided by this Agreement.
6.2 Bonus. During the Term of this Agreement, the Executive shall be
eligible to receive an annual (calendar year) bonus, payable at the discretion
of the Board of Directors, of no less than 15 percent of the increase, if any,
in pre-tax profits of USL. Calculation of pre-tax profits shall be made in good
faith by the Company's Chief Financial Officer consistent with the Company's
usual and customary practice.
7. Stock Options. Commencing with the Term of this Agreement, the Executive
shall be eligible to receive the following options (collectively, the "Stock
Options") to purchase shares of the Company's Common Stock as provided below:
Stock Options, to be issued January 5, 2000, to acquire 25,000 shares,
as adjusted for any stock splits, stock dividends or similar events
occurring after the date hereof, of the Common Stock of the Company,
at a price equal to the market value of the Company's Common Stock as
of twenty (20) days after becoming a public company with registered
Common Stock.
The Stock Options shall fully vest on the date of their issuance to the
Executive, shall not be transferable expect upon the optionee's death, shall,
unless terminated, be exercisable for 10
-2-
years form the date of issuance, shall be subject to early termination upon
cessation of employment with the Company as set forth in greater detail in
Exhibit A hereto, and shall be subject to such other terms and conditions
applicable to stock options of the Company pursuant to the Company's stock
option plan.
8. Expenses; Vacation. The Company shall reimburse the Executive in
accordance with the Company's regular procedures in effect from time to time and
in form suitable to establish the validity of such expenses for tax purposes,
all ordinary, reasonable and necessary travel entertainment and other business
expenses as shall be incurred by her in the performance of her duties hereunder.
During the Term of this Agreement, the Executive shall be entitled to twenty
(20) days vacation annually with pay.
9. Benefits. During the Term, the executive shall be eligible to
participate in any pension or profit-sharing plan or program of the Company now
existing or hereafter established, on terms no less favorable than those made
available to the other senior executives of the Company. Upon meeting all
applicable eligibility requirements, the Executive shall be entitled to receive
such other benefits or rights as may be provided under any employment benefit
plan provided by the Company that is now or hereafter will be reflected,
including participation in life, medical, disability, and dental insurance
plans.
10. Termination.
10.1 Notwithstanding the provisions of Sections 1 and 2 hereof, this
agreement may be terminated prior to the expiration of the Term by the President
and Chief Executive Officer of the Company upon the occurrence of any of the
following events:
10.1.1 Upon the death of the Executive;
10.1.2 Upon the inability of the Executive to perform her duties
in any material respects on account of illness or other incapacity for the
longer of (i) three (3) months in any periods of 12 consecutive months or (ii)
any longer period prescribed by any applicable law;
10.1.3 For Cause, which shall be defined as:
(a) the Executive is convicted of a felony criminal offense,
or of a criminal offense involving any act or acts of moral turpitude;
(b) The Executive if found guilty of any act of dishonesty,
fraud or theft from the Company, or any of the Company's subsidiaries or
affiliates;
(c) In the event of willful malfeasance, gross negligence,
or gross or willful material misconduct in the performance of her duties
hereunder; or
(d) Upon the failure or refusal by the Executive to perform
according to or to comply with the reasonable policies and directions
established by the Company after written notice of such non-compliance stating
what is required of the Executive to cure such non-compliance and a reasonable
opportunity to cure such non-
-3-
compliance within ten (10) business days of delivery of such notice.
11. Confidential Information. The Executive shall be prohibited from
disclosing to anyone (except to the extent reasonably necessary to perform the
Executive's duties hereunder) any confidential information concerning the
business or affairs of the Company or the Company's subsidiaries or affiliates
which the Executive may have acquired in the course of and as incident to her
employment or prior dealings with the Company or the Company's subsidiaries or
affiliates, including, without limitation, client lists, business or trade
secrets, or methods or techniques used by the Company or the Company's
subsidiaries or affiliates in or about its business. The obligation in this
Section 11 survives the expiration or earlier termination of this Agreement.
12. Notices. Any notice, direction or instruction required or permitted to
be given hereunder shall be given in writing and may be given by telex,
telegram, facsimile transmission or similar method if confirmed by mail as
herein provided; by mail if sent postage prepaid by registered mail, return
receipt requested; or by hand delivery to any party at the address of the party
set forth below. If notice, direction or instruction is given by telex, telegram
or facsimile transmission or similar method or by hand delivery, it shall be
deemed to have been given or made on the day on which it was given, and if
mailed, shall be deemed to have been given or made on the third business day
following the day after which it was mailed. Any party may, from time to time,
by like notice give notice of any change of address and in such event, the
address of such party shall be deemed to be changed accordingly.
(a) If to the Company:
Platinum Executive Search, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Mazutto
Attention:
With a copy to:
Xxxxxx Xxxxxxxxx, Esq.
Xxxxxx & Xxxxx LLP
000 Xxxxx Xxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(b) If to the Executive:
Xxxxxxxx X. Colgate
United States Lawyers, Inc.
0000 Xxxxxxxxx Xxx
Xxxxxxxx, Xxxxxxx 00000
-4-
13. General.
13.1 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws.
13.2 Entire Agreement. This agreement sets forth the entire agreement
and an understanding of the parties relating to the subject matter hereof and
supersedes all prior agreements, arrangements and understandings, written or
oral, between or among the parties, except as specifically provided herein.
13.3 Successors and Assigns. This Agreement, and the Executive's
rights and obligations hereunder, may not be assigned by the Executive, except
that the Executive may designate one or more beneficiaries to receive any
amounts that would otherwise be payable hereunder to the Executive's estate.
This Agreement shall be binding on any successor to the Company whether by
merger, consolidation, acquisition of all or substantially all of the Company's
assets or business or otherwise, as fully as if such successor were a signatory
hereto; and the Company shall cause such successor to, and such successor shall,
expressly assume the Company's obligations hereunder.
13.4 Amendments; Waivers. This agreement cannot be changed, modified
or amended, and no provision or requirement hereof may be waived, without
consent in writing of the parties hereto. However, in the event that the Company
issues an Employee Manual which amends or modifies any policy specifically
identified and incorporated into this Agreement, such policy automatically shall
be deemed included as part of this Agreement without further consideration other
than the continued performance of this Agreement's material terms by the
Company.
13.5 Ability to Fulfill Obligations. Neither the Company nor the
Executive is a party to or bound by any agreement which would be violated by the
terms of this Agreement.
13.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original. It shall not be
necessary when making proof of this Agreement to account for more than one
counterpart
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.
PLATINUM EXECUTIVE SEARCH, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
Title: President
-5-
EXECUTIVE:
/s/ XXXXXXXX XXXXX COLGATE
--------------------------------------
XXXXXXXX XXXXX COLGATE
-6-
EXHIBIT A
Early Termination of Stock Options
----------------------------------
1. Should Optionee cease service for any reason other than death or
permanent disability while the option remains outstanding, then Optionee will
have a three (3) month period measured from the date of such cessation of
Service in which to exercise the option for any or all of the option shares of
which the option is exercisable at the time of such cessation of Service. In no
event, however, may the option be exercised at any time after the specified
expiration date of the option term. Upon the expiration of such three (3) month
period or (if earlier) upon the specified expiration date of the option term,
the option will terminate and cease to be outstanding.
2. Should Optionee die while in service or within the three (3) month
period following his or her cessation of service, then the personal
representative of Optionee's estate or the person or persons to whom the option
is transferred pursuant to the Optionee's will or in accordance with the laws of
descent and distribution will have the right to exercise the option for any or
all of the option shares for which the option is exercisable at the time of
Optionee's cessation of service, less any option shares subsequently purchased
by Optionee prior to death. Such right will lapse, and the option ill terminate
and cease to remain outstanding, upon the earlier of the (i) the expiration of
the twelve (12) month period measured from the date of Optionee's death or (ii)
the expiration date.
3. Should (i) Optionee's service be terminated for misconduct
(including, but no limited to, any act of dishonesty, willful misconduct, fraud
or embezzlement) or (ii) Optionee make any unauthorized use or disclosure of
confidential information or trade secrets of the Company or any parent or
subsidiary, then in any such event the option will terminate immediately and
cease to be outstanding.
-7-
