Exhibit 10.36
EMPLOYEE AGREEMENT
NAME OF EMPLOYEE: Xxx Xxxx
DATE OF EMPLOYMENT: June 12, 1995
In consideration for my employment with Xxxx-Xxxxxxx Leadership Consulting Group
(the "Company") and the compensation and other benefits I am to be paid, I
hereby agree as follows:
Confidential and Proprietary Information
I recognize that as the result of my employment with the Company, I will have
access to trade secret, confidential and proprietary information and materials
including, but not limited to, corporate planning, production, distribution or
marketing processes; manufacturing techniques; customer lists or customer leads;
marketing information or procedures; development work; work in process;
financial statements or notes, schedules or supporting financial data; and all
other information and materials relating to the Company's products and services
as well as such materials and information which I may develop during my
employment. ("Trade Secret Materials"). Without limiting the foregoing, I
specifically acknowledge that Trade Secret Materials shall include lists of
Company clients and prospective clients whether developed by me or any other
employee(s) of the Company. I acknowledge and agree that given the nature of the
Company's business such lists of clients and prospective clients would have
independent economic value to others in the consulting business.
I agree that I should hold in strictest confidence and not disclose, directly or
indirectly, to any person, firm or corporation, without the express prior
written consent of the Company, and Trade Secret Materials of the Company.
I agree that upon termination of my employment, I will deliver to the Company
and will not keep in my possession or deliver to anyone else, any and all Trade
Secret Materials.
Finally, and in order to protect the Company's investment in the development of
clients and prospective clients, I agree that for a period of twelve (12) months
after my termination, I will not solicit or negotiate consulting services with
any client or prospective client of the Company.
Client Recommendations
I understand that in providing services to customers of the Company, the
improvement programs I may recommend and the Company's policy is to improve the
performance of the entirety of our clients' employees and are not designed to
provide advice or make recommendations as to any specific employee of the
client. I understand and agree, therefore, that I am not permitted to make
specific recommendations to the Company's clients concerning the work
performance, competency or capability of the clients' employees.
Payroll Periods
I understand that it is Xxxx-Xxxxxxx Leadership's policy to issue payroll
disbursements twice a month and that I will receive partial prepayment of salary
for time not yet actually worked. In the event my leaving Xxxx-Xxxxxxx
Leadership's employment, I agree to repay any amounts of prepaid salary for the
time which I had not actually worked and that the Company may deduct any such
amounts due and owing from any expense reimbursements which are due me.
(6/95)
Commission & Project Performance Bonus Payments Upon Termination
If a project has been fully completed before a consultant's termination date,
that consultant (prior employee) can generally expect to receive his/her normal
share of the Project Performance Bonus (if applicable), payable at the same time
that other consultants are paid their Quarterlies.
A Project Performance Bonus will not be paid to consultants who leave
Xxxx-Xxxxxxx Leadership prior to completion of a project. The share of the
Project Performance Bonus which is not paid out to the former employee will be
retained by SDLCG.
To be eligible for sales commissions, an individual must as a minimum, have
periodic contact with the client. If a project has been sold to a new or
existing client before a consultant's termination date, that consultant can
generally expect to receive his/her share of the sales commission based on cash
receipts up to the end of the quarter in which the consultant terminates. In
other words, the consultant leaving Xxxx-Xxxxxxx Leadership will be paid
commission on cash received to the end of the quarter and not on the full
project amount. This would be payable whenever quarterlies are normally paid.
At-Will Employment/Notice
Our intention as a company is to work together with each employee to jointly
create an environment designed for all employees to succeed. However, I
recognized and understand that my employment with the Company is at-will, and
that either I or the Company can terminate my employment at any time, for any or
no reason, with or without cause. I will give a minimum of four (4) weeks notice
to provide the Company with sufficient time to transition my client
relationships to other staff members. Similarly, if the Company decides to
terminate my employment without cause, I will be given at least two (2) weeks
notice and if my employment has been at least 6 months, I will receive a minimum
of one month's salary.
Complete Agreement
This agreement represents the sole and entire agreement between me and the
Company with respect to the matters described above and supersedes all prior
agreements, negotiations, and/or discussions, I recognize and agree that none of
the provisions of this agreement may be amended or modified by either me or the
Company except in a writing specifically referring to this agreement and signed
by me and duly authorized representative of the Company.
I HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT
Dated: 6-12-95 /s/ Xxx X. Xxxx
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Xxx Xxxx
