Exhibit 10.07(h)
HUNTER CONSULTING ASSOCIATES LIMITED
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective _____ day of ______________, 19__, by
and between Hunter Consulting Associates Limited ("HUNTER"), registered no.
3026415 having its registered office at 00/00 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X
0XX; and Xxxxxxx Xxxxxxx ("EMPLOYEE"), of Kent, England.
WHEREAS, The Hunter Group, Inc., of which HUNTER is a member, is engaged
in consulting and systems development, research, design, formulation,
manufacture, marketing, distribution, licensing and sale of a variety of
services and products, generally relating to Financial Accounting and Human
Resources Administration, including, but not limited to, employee benefits,
equal employment, applicant and resume tracking, succession planning,
suggestion awards, compensation, pension, stock options, employee relations,
training, health and safety, payroll, accounts payable, accounts receivable,
general ledger, fixed assets, and related software systems, and now has and
expects to develop confidential information relating thereto; and
WHEREAS, EMPLOYEE is skilled in the fields in which HUNTER is engaged.
WHEREAS, HUNTER desires to employ EMPLOYEE and EMPLOYEE desires to be
employed by HUNTER, and as a result of such employment, EMPLOYEE may have
access to confidential information.
NOW THEREFORE, HUNTER and EMPLOYEE hereby agree as follows:
1. Services. EMPLOYEE agrees to perform for HUNTER such duties described
in the Offer Letter, a copy of which is attached hereto as "Exhibit A," such
duties which are consistent with EMPLOYEE's background, skills, and job
responsibilities as shall be reasonably assigned to him/her from time to time
by HUNTER.
2. Compensation. EMPLOYEE shall be entitled to the compensation and
benefits described in the Offer Letter, a copy of which is attached hereto as
"Exhibit A".
3. EMPLOYEE's Authority to Bind the Corporation. EMPLOYEE shall not at
any time pledge the credit of HUNTER, nor enter into any contract or
agreement on behalf of HUNTER, without its prior written consent.
4. Term. EMPLOYEE may terminate his/her employment upon not less than
three (3) months' written notice provided, however, that all of the terms and
conditions intended to survive the termination of EMPLOYEE's employment
shall remain in full force and effect.
(a) Notice. During EMPLOYEE's first 6 months of employment, EMPLOYEE's
employment with HUNTER will be subject to termination upon not less than
twenty-four (24) weeks' written notice to EMPLOYEE for any reason and given
at any time. After EMPLOYEE's first 6 months of employment, EMPLOYEE's
employment with HUNTER will be subject to termination upon not less than
twelve (12) weeks' written notice to EMPLOYEE for any reason and given at any
time. HUNTER reserves the right, in its sole discretion, to make payment in
lieu of notice for all or any part or such notice period. HUNTER also
reserves the right, having given notice of termination to EMPLOYEE, to
require EMPLOYEE to serve out such notice period, in whole or in part, at
employee's home or at such other location as HUNTER may reasonably require.
(b) Termination for Cause. Notwithstanding anything to the contrary
herein, HUNTER shall be entitled to terminate EMPLOYEE's employment without
prior notice for cause, including but not limited to EMPLOYEE's misfeasance,
malfeasance, insubordination, breach of law or fiduciary duty, or any of the
other terms or conditions of his/her employment with HUNTER, including any
expressed or implied representations or warranties made by EMPLOYEE in
connection with his/her employment.
5. Reimbursement for Training Costs. EMPLOYEE acknowledges that HUNTER
may be incurring substantial costs for providing additional training and
professional development to EMPLOYEE during the course of his/her
employment. In the event EMPLOYEE voluntarily terminates his/her employment,
EMPLOYEE agrees to reimburse HUNTER for the costs of tuition, registration,
lodging, travel, meals, and related expenses incurred in connection with such
training and professional development during the three (3) months immediately
preceding the effective date of his/her termination. EMPLOYEE agrees that
HUNTER may deduct such costs from any salary, expense reimbursement or other
sums due to EMPLOYEE. In the event that additional sums are due and owing to
HUNTER, EMPLOYEE shall pay such amount to HUNTER on or before the effective
date of his/her termination, unless otherwise agreed in writing by both
parties.
6. Rights to Work Product. With respect to any work product which is
conceived or produced by EMPLOYEE during the term of his/her employment or
with the use or assistance of HUNTER's facilities, materials, or personnel,
HUNTER shall own all rights, title and interest to such work product. The
book on HR systems jointly written by Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx and
Coopers & Xxxxxxx, and published by Xxxxx Page is excluded from this agreement.
7. Protection of Trade Secrets and Confidential Information. EMPLOYEE
hereby acknowledges that during the term of his/her employment, he/she may
acquire access to confidential information and trade secrets belonging to
HUNTER or HUNTER's clients or third parties. Such confidential information
and trade secrets shall be kept in absolute confidence both during and after
the termination of EMPLOYEE's employment. For the purpose of this paragraph
7, the term "trade secrets and confidential information" shall mean any
information not generally known in the relevant trade or business, which was
obtained from HUNTER or its clients or which was learned, discovered,
conceived, originated or prepared as a result of the performance of any
services on behalf of HUNTER; including but not limited to information
relating to existing or contemplated products, services, technology,
designs, processes or formulae or information
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relating to business plans and strategies, customer lists, customer
requirements or supplier information. EMPLOYEE agrees that he/she will not,
at any time, disclose to others, use for his/her own benefit or otherwise
appropriate or copy any such confidential information or trade secrets,
whether or not developed by EMPLOYEE, except as required in EMPLOYEE's duties
to HUNTER; provided, however, that the foregoing shall not apply to any
information that is (i) generally available to the public on the date hereof
or becomes generally available to the public through no breach of this
paragraph 7 by EMPLOYEE, (ii) obtained by EMPLOYEE from a third party having
the right to disclose such information, (iii) known by EMPLOYEE prior to its
disclosure by HUNTER or (iv) required by law, governmental order or decree to
be disclosed by EMPLOYEE.
8. Procedures for Preserving Confidentiality of Tangible and
Intangible Items. EMPLOYEE agrees to comply with any and all reasonable
procedures which HUNTER may adopt from time to time to preserve the
confidentiality of any confidential information or trade secrets. Certain
materials will be affixed with a legend indicating their confidential
information. The failure to affix such legend shall not give rise to any
inference that the information contained therein or derived therefrom is not
confidential information.
9. Covenant Not to Employ. During the period of employment, and for
a twelve (12) month period thereafter, EMPLOYEE agrees that he/she will not
actively solicit the employment of any HUNTER employee or any of HUNTER's
consultants, subcontractors or independent contractors, who are such during
the term of EMPLOYEE's employment. Nothing herein shall be construed to
prohibit EMPLOYEE from soliciting or employing any HUNTER employee who was
terminated by HUNTER for economic or budgetary reduction purposes, or any
consultant, subcontractor or independent contractor who is no longer
associated with HUNTER.
10. Covenant Not to Solicit. (a) During the period of employment,
and for a twelve (12) month period thereafter, EMPLOYEE agrees that he/she
will not render, directly or indirectly, any services of an advisory or
consulting nature similar in character to those offered by HUNTER, whether as
an employee or otherwise, and whether paid or unpaid, to any organization
which is a client or active prospect of HUNTER during the period of
EMPLOYEE's employment. The provisions of this paragraph (10(a) shall not
apply where EMPLOYEE was terminated by HUNTER for economic or budgetary
reduction purposes, or where the rendering of services is unrelated to
HUNTER's work with the organization.
(b) During the period of employment, and for a twelve (12) month
period thereafter, EMPLOYEE agrees that he/she will not contact any clients or
active prospects of HUNTER, who are such during the period of EMPLOYEE's
employment, for the purposes of soliciting, selling, or both, to any of said
clients or active prospects any products or services similar to the products
or services of HUNTER; nor will he/she in any way directly or indirectly, for
himself/herself or in behalf of, or in conjunction with any other person,
persons, firm, partnership, corporation, or company, solicit, divert, or take
away any such clients or active prospects of HUNTER.
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(c) For purposes of paragraphs 10(a) and 10(b), the term "active
prospects" is defined as those persons, firms, or corporations with whom
HUNTER is, or has been actively engaged in the solicitation or negotiation of
business opportunities at any time during the six (6) month period preceding
the termination of employment, or preceding such solicitation or negotiation
if prior to termination of employment.
11. Duties Upon Termination of Employment. (a) Upon termination of
his/her employment with HUNTER for any reason, EMPLOYEE agrees to deliver to
HUNTER all keys, motor vehicles, computers, telephones, peripheral devices,
software, telephone and voice mail directories, policy and procedure manuals,
books, proposals, writings, designs, documents, records, data, memoranda,
computer source code and object code listings, file layouts, record layouts,
system design information, models, manuals, documentation, notes, and other
materials of any nature which are in his/her possession or control as a
result of his/her employment by HUNTER.
(b) EMPLOYEE agrees and hereby authorizes HUNTER to withhold
payments of any salary, expense reimbursement or other sums due EMPLOYEE
until all such materials have been returned in good working order. EMPLOYEE
agrees and hereby authorizes HUNTER to recover the value of any such items
that are damaged or repaired from any payments of salary, expense
reimbursement or other sums due to EMPLOYEE.
(c) EMPLOYEE further agrees to retain in the strictest
confidence any confidential information or trade secrets he/she learned
during his/her term of association with HUNTER.
12. Other Agreements. EMPLOYEE represents and warrants that his/her
signing of this Agreement and the performance of his/her services hereunder
is not and will not be knowingly in violation of any other contract,
agreement or understanding to which he/she is a party.
13. Assignment. This Agreement may not be assigned or transferred in
whole or in part without the prior written consent of the parties.
14. Right to Injunctive Relief. EMPLOYEE's strict compliance with the
provisions of paragraphs 6 through 12 hereof is necessary to preserve and
protect the goodwill and proprietary rights of HUNTER and to prevent persons,
firms, joint ventures, partnerships, corporations, institutions, and
enterprises engaged in business and activities which are competitive with
the business and activities conducted or carried on by HUNTER from obtaining
an unfair competitive advantage over HUNTER. Any failure by EMPLOYEE to
comply with the provisions of such paragraphs will result in irreparable and
continuing damage to HUNTER for which there will be no adequate remedy at
law. In the event that EMPLOYEE fails to comply with the provisions of such
paragraphs, HUNTER shall be entitled to injunctive relief and to such other
further relief as may be necessary or appropriate to cause EMPLOYEE to comply
with his/her duties and obligations under such paragraphs.
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15. Grievances and Discipline. If EMPLOYEE should have a grievance
regarding employment, EMPLOYEE should in the first instance speak to a
Director. If the grievance is not then resolved to EMPLOYEE'S satisfaction,
EMPLOYEE should ask for the matter to be considered by the Board. The
decision of the Board will be final. The disciplinary rules and procedures
applicable to the EMPLOYEE are described in the "Disciplinary Rules and
Procedures."
16. Affiliates. For purposes of paragraphs 7 through 14 of this
Agreement, references to HUNTER shall be deemed to include references to The
Hunter Group, Inc. and any of its subsidiaries or affiliates from time to
time.
17. Severability. In case it is determined by a court of competent
jurisdiction that any provision herein contained is unenforceable, such
determination shall solely affect such provision and shall not impair the
remaining provisions of this Agreement.
18. Plurals; Gender. Any word in the text of this Agreement shall be
read as the singular or plural and as the masculine, feminine or neuter
gender as may be appropriate under the circumstances then existing.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of England.
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20. Entire Agreement. The parties have read this Agreement and agree to
be bound by its terms, and further agree that it constitutes the complete
and exclusive statement of the Agreement between them which supersedes all
proposals, oral or written, and all other communications between them
relating to the subject matter of this Agreement. This Agreement shall not be
amended except in a writing executed by both parties.
EMPLOYEE:
3/Aug/95 /s/ X. Xxxxxxx
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Date By: Xxxxxxx Xxxxxxx
HUNTER CONSULTING ASSOCIATES LIMITED
9/30/97 /s/ Xxxxx X. Xxxxxxx
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Date By: Xxxxx X. Xxxxxx//Xxxxx X. Xxxxxxx
Director
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[LOGO]
Exhibit A
May 16, 1995
Mr. Xxxxxxx Xxxxxxx
0 Xxxxxxxxx
Xxxxxx Xxxx - Xxxxxxxxxx ***Reissued August 1, 1995***
Kent DA 139HT
England
Dear Xxxxxxx:
I am pleased to extend our offer for you to join The Hunter Group as a Vice
President. Your role will be as director of European consulting operations.
In this role you will be responsible for setting-up and directing The Hunter
Group's international Human Resources information management consulting
operations, concentrating on building a base in the U.K. and Europe, and
possibly extending this to other regions as well, namely Africa and SE Asia.
You will be responsible and accountable for business planning, marketing, and
selling, and meeting all business objectives, including full accountability
for profit and loss of both the management consulting and implementation
activities directed at Human Resources information management. You will be
based in our London office and will be reporting to Xxxxx Xxxxxx, The Xxxxxx
Group's President & CEO.
Your base salary will be L6,670.00 per month paid semi-monthly on the 22nd
and 7th days of the month for the pay periods ending on the 15th and last day
of the month, respectively. You will receive a 6-month interim performance
review and related pay adjustment, if warranted. Thereafter, performance and
pay reviews occur at least annually.
As part of Hunter's management team, you will share in the perquisites and
rewards commensurate with your role and performance, including management
bonuses and stock options/grants/appreciation rights as these become
finalized. As 1995 is a start-up year, we've developed a provisional
performance bonus plan as follows:
Achieve Break Even - 15%* 1995 base compensation paid
Achieve Profit - Proportionate share of 40% of profit; share
based on ratio of base compensation to total
compensation of professional staff; expenses
shall include actual monies expensed during
1995 towards European operations.
Incentive plans for 1996 and beyond will be more closely aligned with U.S.
executives' bonus plans.
Mr. Xxxxxxx Xxxxxxx
May 16, 1995
Page 2
Our offer to you includes a Stock Appreciation Rights grant valued at $50,000
on the date you begin work with Hunter.
The $50,000 grant will become wested as follows:
20% or $10,000 upon completion of 12 months service
+35% or $17,500 upon completion of 24 months service
+45% or $22,500 upon completion of 36 months service
----- -------
100% $50,000
In the event of your death or incapacitating disability, the current year's
portion of the award--e.g., 1st year 20%, 2nd year 35%, 3rd year 45%--will be
immediately vested; that is, the remaining period of employment to complete
that year's vesting will be waived. Vesting beyond that year will not
continue, however.
Until such time as The Hunter Group's Stock Appreciation Rights Plan is
finalized and a market established for cashing in shares, the grant made to
you shall be at face value; that is, each 1% vested shall be worth $500 and
it shall neither increase nor decrease in value.
Likewise, in the event of your death or incapacitating disability during this
interim period, Hunter will cash-in vested shares using the following
schedule:
Value up to $10,000 - Payable immediately
Value up to $25,000 - Payable over 12 months
Value up to $50,000 - Payable over 24 months
You will also be eligible for vacation, personal and sick leave, and holiday
pay according to standard Hunter policy. For you, this means annual paid
leave of 25 days, plus public holidays.
Eligibility requirements and other specifics of our benefit plans are still
being developed. However, we expect to have the following plans in place on
your start date:
Pension: We intend to establish a defined contribution plan whose
contribution/benefit levels would be pitched at a competitive level.
Life Assurance: To be provided at a level between 3-4 times salary.
Participation is subject to any evidence of health requirements of the
insurer.
Mr. Xxxxxxx Xxxxxxx
May 16, 1995
Page 3
Personal Accident & Disability Cover: To be provided at a level
consistent with industry practices; e.g., short-term disability and
accidental death.
Private Health Insurance: To be provided at a level consistent with
industry practices.
Additionally, you will be provided a car allowance, organized either as a
contract hire through Hunter, or as a cash allowance, either valued at up to
L6,500.00 per annum. Reimbursement will be made for business mileage and
related expenses. Should you choose a company car, Hunter is required to
inform the Inland Revenue that you are in receipt of the benefits of a
company car. You will be taxed on the provision of a company car for private
use. The value of the taxable benefit increases if you do not complete a
minimum of 2,500 business miles in each tax year. You are therefore advised
to keep records of business mileage for taxation purposes.
Xxxxxxx, you will need to sign an Employment Agreement. As much as we dislike
the formality, it is required to protect your interests and rights, as well
as those of The Hunter Group, its clients and prospects, and the vendors we
work with and support. It is enclosed for your signature and must be signed
on or before the date you commence employment with us. If you have never been
faced with a contract of this type before, it can be somewhat intimidating,
even though we have tried to make it less so. Don't hesitate to ask if you
have any questions or concerns; we will be pleased to discuss any of its
provisions with you.
This employment offer is extended to you until ____________________________,
1995, at which time it expires if not accepted. Based on our understanding of
your current obligations, we are expecting you to start on or before
_______________________ 1995. Please sign one copy of this letter indicating
your expected start date and return it via fax to Xxxx Xxxxx in our Baltimore
office at (000) 000-0000.
Your employment with The Hunter Group should offer you the challenges and
rewards you seek. We look forward to working with you, and to the success of
our mutual endeavors.
Sincerely,
/s/ Xxxxx Xxxxxx
Xxxxx X. Xxxxxx
President & CEO
TLH/few
Enclosure: Employment Agreement
cc: Xxx Xxxxxxxxx, COO
Ed Postal, CFO
Personnel
Mr. Xxxxxxx Xxxxxxx
May 16, 1995
Page 4
Accepted:
/s/ X. Xxxxxxx
------------------- Date: 3/Aug/95
Xxxxxxx Xxxxxxx
Expected start date: 2 OCTOBER 1995
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YS 396334D
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Social Insurance #
