1
EXHIBIT 10.2
June 25, 1996
Xx. Xxxx X. XxXxxxxxxxxx
00 Xxxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Dear Xx. XxXxxxxxxxxx:
This letter is to confirm the agreement between you ("Employee") and
UNICCO Service Company ("Employer"), concerning your employment to commence
immediately following the closing of UNICCO's purchase of the Xxxxx Services
Corporation's Facility Service business.
1. EMPLOYMENT AND DUTIES
Employer hereby employs Employee as Chief Operating Officer. Employee
agrees to perform such services consistent with Employee's position as
shall, from time to time, be assigned to Employee by the Employer and
which are customary to such office and necessary to the operations of
the Employer. Employee shall use Employee's best efforts to promote the
interest of Employer and shall devote Employee's full business time,
energy and skill to the business and affairs of Employer during the Term
set forth below; provided, however, Employer agrees that Employee may
devote whatever time is reasonably required by Xxxxx Services
Corporation in the furtherance of the sale of the New York Region on
behalf of Xxxxx Services Corporation. Employer agrees that Employee is
not required to relocate his family to Boston until June, 1997, and that
Employee will not be required to further relocate outside of the Boston
area during the balance of the Term.
2. TERM OF EMPLOYMENT
The term of Employee's employment hereunder ("Term") shall commence on
the next business day following Employer's closing of the purchase of
the OSC business, and shall continue for a period of three years
thereafter unless terminated earlier as provided in paragraph 4 of this
agreement.
3. COMPENSATION
As compensation for Employee's services hereunder, Employer agrees to
provide the following compensation and benefits to employee:
a) SALARY. Employee shall receive a base annual salary at the rate
of $325,000 for year one, $350,000 for year two and $375,000 for
year three.
2
b) FRINGE BENEFITS. During the Term, Employee shall be entitled to
use of a company car or a car allowance of $700 per month plus
all gas, maintenance, and oil expenses, car insurance and other
fringe benefits as are now, or hereafter may be, established by
Employer for the benefit of the senior executives of Employer
(collectively "Fringe Benefits") subject, however, to the
provisions of the various benefit plans and programs in effect
from time to time; provided, however, that the fringe benefits,
if revised by Employer, shall not, when viewed as a whole, be of
lesser value to Employee than what presently exists.
c) VACATION. Employee shall be entitled to four weeks of paid
vacation each year during the Term.
d) BONUS. Employee shall be eligible for a bonus according to an
incentive plan to be implemented by Employer, modeled after the
Xxxxx Services Corporation's plan. The plan will run on a
year-to-year basis from July 1 to the following June 30. The
measurement to be used will be a pre-debt service operating
income plan that will be agreed to by Employer and the Employee
for the fiscal year. Your incentive target for each year during
the Term will be $150,000. The Company reserves the right to
modify or change this plan from year to year but will not do so
without installing a new plan of at least equal potential value
for on plan performance.
e) LONG TERM INCENTIVE PLAN. In the event the Company institutes a
long term incentive plan, Employee will participate as a senior
manager. Such a plan is under consideration.
f) RELOCATION COSTS. Employer will reimburse Employee (on a net
after-tax basis) up to $75,000 for out-of-pocket costs and
expenses associated with selling his present home, moving
expenses (including packing and storage costs) and closing costs
associated with purchasing a new home in the Boston area. Such
costs will include without limitation real estate commissions,
transfer fees and other costs normally paid by seller, closing
costs in connection with the new home, bridge loan expenses, and
points for any loan origination fee in connection with obtaining
a mortgage for Employee's new home.
g) EXPENSES. Except as otherwise herein provided, Employer agrees to
reimburse Employee's reasonable business expenses, including
Employee's travel, meal and lodging expenses in and to Boston
during the first year of the Term.
h) STOCK OPTIONS. In the event that Employer should register its
securities in a public offering during the Term, Employer agrees
that Employee will be included in any incentive stock option plan
adopted by Employer.
4. TERMINATION
-2-
3
a) This Agreement may be terminated on written notice for either of
the following reasons:
(i) The death of the Employee; or
(ii) The physical or mental disability of Employee to such an
extent that Employee is unable to render services to
Employer for a continuous period exceeding one hundred
eighty (180) days.
b) In the event that Employer terminates this Agreement due to
Employee's death or disability, Employee or his estate, as the
case may be, shall be paid Employee's salary and shall continue
to receive all accrued Fringe Benefits hereunder through the end
of the month in which the termination event occurs.
c) Employer shall have the right at any time, by written notice to
Employee to terminate this Agreement immediately for "cause",
which for purposes of this Agreement shall be defined as:
(i) Employee's conviction of any act which constitutes a
felony under federal, state or local laws or the law of
any foreign country;
(ii) Employee's failure or refusal to adequately perform
Employee's duties and responsibilities hereunder in
accordance with the reasonable directions of the Board of
Directors of Employer which failure or refusal is within
his reasonable control and is not cured by Employee
within thirty (30) days of Employee's receipt of written
notice thereof from Employer's Board of Directors;
provided, however, that if any such failure or refusal to
adequately perform Employee's duties and responsibilities
hereunder cannot reasonably be cured within thirty (30)
days of Employee's receipt of written notice thereof,
Employer may not terminate Employee pursuant to this
paragraph 4(c)(ii) if Employee has taken appropriate
action to commence the cure of any such breach within a
ten (10) day period and completes the cure within a
reasonable period of time thereafter.
(iii) Employee's dishonesty which materially adversely affects
the business of Employer;
(iv) Employee's failure to cure any other material breach of
this Agreement within thirty (30) days of receipt of a
written notice from Employer specifying such breach.
d) In the event Employer terminates this Agreement for "cause",
Employee shall be paid Employee's salary and shall receive all
Fringe Benefits through the date of termination. Employee shall
not receive any further payments or benefits hereunder.
e) In the event of any dispute relating to whether Employee was
properly terminated for "cause" by Employer, such dispute shall
be arbitrated in accordance with the
-3-
4
rules of the American Arbitration Association in Boston,
Massachusetts, and the losing party shall pay the attorneys fees
of the winning party to such arbitration.
f) Upon termination of this Agreement, Employee shall promptly
return all of Employer's property to Employer.
g) Upon termination of Employee's employment for any reason,
Employee shall tender Employee's resignation from any Board of
Directors on which Employee is then serving in connection with
his services hereunder.
h) Employer acknowledges that Employee has executed an Employment
Agreement with Xxxxx Services Corporation which extends to May 1,
2003, and that Xxxxx Services Corporation has released Employee
from its contract for the Term of this Agreement. Employer
further acknowledges that Employee may elect to return to Xxxxx
Services Corporation's employ at the end of the Term if a
mutually satisfactory arrangement has not been reached between
Employer and Employee. Employer acknowledges that Employee will
remain on Xxxxx Services Corporation's payroll during the Term in
order not to cause a break in service.
5. CONFIDENTIAL INFORMATION
a) Employee will not either during his employment by Employer or
within two (2) years thereafter disclose, use or make known for
his or another's benefit, any confidential information,
knowledge, or data of Employer or any affiliate of Employer.
b) Immediately upon the termination of his employment with Employer,
Employee shall deliver to Employer all copies of data,
information and knowledge, including, without limitation, all
documents, blueprints, photographs, correspondence, notebooks,
reports, computer programs, price lists, customer lists, samples,
lists of suppliers and craftsmen, designs, names of full-time and
part-time employees, free-xxxxx workers and consultants, and all
other materials and copies thereof relating in any way to the
business of Employer in any way obtained by Employee in
connection with his employment with Employer.
6. SURVIVAL
Employee's duties under paragraph 5 of this Agreement shall survive the
termination of this Agreement and the termination of Employee's
employment with Employer. Employee acknowledges that a remedy at law for
any breach or threatened breach by Employee of the provisions of this
Agreement may be inadequate, and Employee therefore agrees that Employer
shall be entitled to injunctive relief in case of any such breach or
threatened breach.
7. ENTIRE UNDERSTANDING; GOVERNING LAW
-4-
5
This Agreement represents the entire agreement and understanding between
the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings. This Agreement shall be governed
by, and construed in accordance with, the laws of the Commonwealth of
Massachusetts applicable to agreements made and to be performed entirely
within Massachusetts.
8. MODIFICATIONS
This Agreement may not be amended, modified, canceled, discharged,
extended or changed except by an agreement in writing signed by the
party against whom enforcement of any such amendment, modification,
cancellation, discharge, extension or change is sought.
-5-
6
9. LEGAL FEES
Employer agrees to reimburse Employee's reasonable legal fees at normal
hourly rates in connection with the negotiation of this agreement.
Please confirm your agreement to the foregoing by signing and returning
the enclosed copy of this letter.
UNICCO Service Company
By: /s/ XXXXXX X. XXXXXX Date: June 26, 1996
____________________________
Agreement Confirmed:
By: /s/ XXXX X. XxXXXXXXXXXX Date: June 25, 1996
___________________________
Employee
-6-
