EMPLOYMENT AGREEMENT RE: FURRA
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and between
Diversified Corporate Resources, Inc., a Texas corporation (herein referred to
as the "Company"), and Xxxxxxx X. Xxxxx (herein referred to as the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive and the Executive
desires to be employed by the Company; and
WHEREAS, the purpose of this document is to set forth the terms and
conditions of such employment.
NOW THEREFORE, for and in consideration of the mutual advantages and
benefits accruing respectively to the parties hereto, the mutual promises
hereinafter made and the acts to be performed by the respective parties hereto,
the Company and the Executive do hereby contract and agree as follows:
1. EMPLOYMENT. The Company hereby employs the Executive as the Chief
Financial Officer of the Company, and the Executive hereby accepts such
employment, to perform the duties and render services as herein set forth. Such
employment shall continue during the term of this Agreement.
2. TERM. Except in the case of earlier termination as herein
specifically provided, the Executive's employment with the Company pursuant to
this Agreement shall be for a period of one (1) year beginning June 1, 1997 and
ending May 31, 1998 (the "Initial Termination Date"). The parties agree that
this Agreement shall automatically renew for a one (1) year period unless or
until (a) the Agreement is terminated prior to the Initial Termination Date for
some reason
permitted hereunder, or (b) one of the parties hereto shall give written
notice to the other at least one hundred and twenty (120) days prior to the
Initial Termination Date.
3. COMPENSATION. As base compensation for the services of Executive
during the term hereof, the Company shall pay the Executive a salary at an
annual rate of $99,600.00, plus such additional compensation, if any, which the
Board of Directors of the Company (the "Board") may from time to time determine.
Such annual salary shall be reviewed each year by the Compensation Committee of
the Board and may be increased for the renewal period, but shall not be
decreased. The Executive's salary hereunder shall be paid in equal semi-monthly
installments (subject to reduction for such payroll and withholding deductions
as may be required by law), and may be paid, in whole or in part, by one or more
of the subsidiaries of the Company.
In addition to the Executive's base salary, the Executive shall be entitled
to each of the following during the term of this Agreement (at the Company's
expenses unless otherwise indicated): (a) the right to participate in the
Executive Bonus Plan, which shall entitle the Executive to such bonus awards as
will be determined by the Compensation Committee and paid to the Executive by
the Company, (b) an automobile allowance of not less than $400.00 per month (the
obligation of the Company to pay this automobile allowance is understood to be
contingent upon approval of the Compensation Committee of the Board), (c) health
insurance coverage which shall provide for payment of health, dental and related
expenses incurred during the term of this Agreement with respect to the
Executive, the Executive's spouse and the Executive's children, and which shall
contain such benefits and options as shall be made available to other employees
of the Company, (d) the right to participate in any and all 401(k) plans and
Section 125 plans now in effect or hereafter adopted by the Company, (e) the
right to all fringe benefits generally made available to other executives and/or
employees of the Company (including, but not by way of
2
limitation, disability benefits if and to the extent available) at the
discretion of management of the Company or the Compensation Committee of the
Board, (f) such vacation and sick leave as shall be permitted by the
Company's standard policies for other senior executive employees of the
Company, (g) options to purchase 30,000 shares of common stock (the "Common
Stock") of the Company pursuant to the Company's Amended and Restated 1996
Stock Option Plan (the "Stock Option Plan"), which option, shall be evidenced
by a separate option agreement executed by the Executive and the Company, and
(h) additional options to purchase shares of Common Stock pursuant to the
Stock Option Plan or other Company employee stock option plans as determined
in the sole discretion of the Compensation Committee of the Board of
Directors.
4. DUTIES AND SERVICES. During the term of this Agreement, the Executive
agrees to (a) do his utmost to enhance and develop the best interests and
welfare of the Company, (b) give his best efforts and skill to advancing and
promoting the growth and success of the Company, and (c) perform such duties or
render such services as the Board of Directors of the Company may, from time to
time, reasonably and lawfully confer upon or impose on the Executive. It is
understood that the Executive shall report directly to the President of the
Company.
5. TERMINATION.
a. The Company may terminate the Executive's employment
pursuant to this Agreement at any time for "cause" as herein defined.
The term "cause" shall mean any of the following events: (i) the
Executive's conviction or plea of guilty to a crime involving moral
turpitude, (ii) any act of dishonesty or theft on the part of the
Executive which involve the Company and which, in the opinion of the
Board, is detrimental to the best interests of the Company, (iii) a
material violation by the Executive of applicable laws (which for this
purpose shall include
3
actions deemed by the Company's legal counsel to be unlawful or in
violation of those securities laws and regulations applicable to the
Company), any written policy of the Board, including the Company's
policy statement relating to trading in Company securities by Company
personnel, or the Company's employee handbook, (iv) the negligent
performance by the Executive of the responsibilities of his position, or
(v) the breach by the Executive in any material respect of any of the
substantive terms of this Agreement.
b. The Company may terminate the Executive as an employee of
the Company at any time during the term of this Agreement, subject to
Paragraph 6.
c. The Executive may terminate his employment with the Company
at any time by giving ninety (90) days' written notice to the Company.
d. The Executive's employment by the Company shall
automatically terminate on the date of the Executive's death if the
Executive dies during the term of this Agreement.
e. If the Executive is incapacitated by an accident, sickness
or otherwise, so as to render him mentally or physically incapable of
performing the services required of him pursuant to this Agreement,
Executive's employment by the Company shall terminate thirty (30) days
after the day on which the Board determines that the Executive is so
disabled and that this Agreement should be terminated by reason of
such disability. Notwithstanding the foregoing, the Executive shall
be notified in writing if the Company determines that the Executive is
disabled due to mental or physical health; in such event, the
Executive shall have the right to contest any determination of
disability by the Company. In the event
4
that the Executive does contest such determination, such matter shall be
resolved by arbitration pursuant to this Agreement.
f. Upon termination of employment for any reason hereunder, the
Executive shall be entitled to receive any base compensation that has
been earned by him through the date of termination.
6. SEVERANCE AND OTHER PAYMENTS.
a. If the Executive's employment pursuant to this Agreement is
terminated by the Executive, terminated by the Company for "cause" (as
herein defined) or terminated due to the death or disability (as
determined pursuant to Paragraph 5(e) of this Agreement) of the
Executive, the Company shall not be obligated to pay or provide any
severance compensation or benefits to the Executive.
b. If the Executive's employment with the Company is terminated
without "cause" by the Company during the term of this Agreement, the
Company agrees to pay to the Executive an amount equal to the
Executive's then-current annual base compensation, payable over a one
year period. Notwithstanding the foregoing, the parties acknowledge
and agree that if such termination is subsequent to the Initial
Termination Date, the following shall be applicable: (i) the amount
of monthly compensation required to be paid by the Company to the
Executive shall be reduced by the amount of monthly compensation
payable to the Executive by any one or more entities with which the
Executive is employed, and/or the amount of net self-employment income
earned by the Executive during the month involved, and (ii) the
Executive shall use reasonable efforts to secure employment
5
within the area of accounting and at a level of controller or better (if
the employment is not in the public accounting area) or manager or better
(if the employment is in the public accounting area), and/or generate
net self-employment income, to minimize or eliminate the Company's
obligation to pay severance compensation to the Executive.
c. If the Executive's employment is terminated during the term
of this Agreement, for any reason other than cause, the Executive
shall be entitled to receive a pro rata share (based upon the number
of months employed during the calendar year in which employment with
the Company is terminated) of any bonus or incentive compensation
which the Executive would otherwise have been entitled to receive had
he remained employed for the entirety of the calendar year involved.
7. WORKING CONDITIONS. The Company will provide the Executive with a
private office and secretarial services.
8. TRAVEL AND ENTERTAINMENT. The Executive is authorized to incur
reasonable business expenses on behalf of the Company, including, but not by way
of limitation, expenditures of entertainment, gifts and travel; if any expenses
are of a kind or a cost in excess of the written policies established by the
Board, such expenses must be expressly authorized by the Board. The Company
agrees to reimburse the Executive for all such expenses upon the Executive's
presentation of an itemized account of such expenditures. In addition to the
foregoing, the Executive is entitled to incur, and to be reimbursed by the
Company, various and sundry fees, costs and expenses in connection with the
Executive continuing to be licensed in Texas as a Certified Public Accountant.
6
9. NON-SOLICITATION AGREEMENT. In the event that the termination of
employment of the Executive pursuant to this Agreement is effectuated by the
Executive electing to terminate his employment pursuant to this Agreement, or by
Company for "cause" (as herein defined), the Executive agrees that the Executive
shall not, for a one year period of time following the date of termination of
this Agreement, (a) solicit for employment or hire any individual who was an
executive or employee of the Company, or any of its affiliates, at the date of
termination of this Agreement or at any time within the twelve (12) months
preceding the date of termination of this Agreement, or (b) solicit the staffing
and/or recruiting business of any person or entity who is or was a customer,
client, agent or representative of the Company, or any of its affiliates, at the
date of termination of this Agreement, or at any time during the twelve (12)
months preceding the date of termination of this Agreement. The covenants and
agreements set forth in this Section 9 shall survive the termination of this
Agreement.
10. NOTICES. All notices or other instruments or communications provided
for in this Agreement shall be in writing and signed by the party giving same
and shall be deemed properly given if delivered in person, including delivery by
overnight courier, or if sent by registered or certified United States mail,
postage pre-paid, addressed to such party at the address listed below. Each
party may, by notice to the other party, specify any other address for the
receipt of such notices, instruments or communications. Any notice, instrument
or communication sent by telegram shall be deemed properly given only when
received by the person to whom it is sent.
11. MISCELLANEOUS.
a. Subject to the condition that this Agreement is not
assignable by either party without the prior written consent of the
other party (except that the Company may assign this Agreement to any
of its affiliates), the terms and
7
provisions of this Agreement shall inure to the benefit of, and shall be
binding on, the parties hereto and their respective heirs, representatives,
successors and assigns.
b. This Agreement supersedes all other agreements, either oral
or in writing, between the parties to this Agreement, with respect to
the employment of the Executive by the Company. This Agreement
contains the entire understanding of the parties and all of the
covenants and agreement between the parties with respect to such
employment. Any such prior agreements are hereby terminated without
obligation for any payments otherwise due thereunder. No waiver or
modification of this Agreement or of any covenant, condition or
limitation herein contained shall be valid, unless in writing and duly
executed by the party to be charged therewith, and no evidence of any
waiver or modification shall be offered or received in evidence of any
proceeding, arbitration, or litigation between the parties hereto
arising out of or affecting this Agreement, or the rights or
obligations of the parties hereunder, less such waiver or modification
is in writing, duly executed as aforesaid, and the parties further
agree that the provisions of this paragraph may not be waived except
as herein set forth.
c. All agreements and covenants contained herein are severable
and in the event any of them, with the exception of those contained in
Section 1 hereof, shall be held to be invalid, as written pursuant to
the arbitration or judicial proceedings provided for in this
Agreement, this Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.
8
d. Any controversy between the parties to this Agreement
involving the construction or application of any of the terms,
covenants, or conditions of this Agreement shall be submitted to
arbitration in Dallas County, Texas, if either party to this Agreement
shall request arbitration by notice in writing to the other party. In
such event, the parties to this Agreement shall, within thirty (30)
days after this Paragraph 11(c) is invoked, both appoint one person as
an arbitrator to hear and determine the dispute, then the two
arbitrators so chosen shall, within fifteen (15) days, select a third
impartial arbitrator; the majority decision of the arbitrators shall
be final and conclusive upon the parties to this Agreement. The
decision of the arbitrators shall be rendered as soon as reasonably
possible. Each party to the arbitration proceedings conducted
pursuant to this Agreement shall bear his or its own expenses, except
that the expenses of the arbitrators shall be borne equally by the
Company and the Executive.
e. In the event of any litigation between the parties related
to the compliance with the terms and conditions of this Agreement, the
parties hereto acknowledge and agree that (i) such litigation
proceedings must be held in Dallas County, Texas, and (ii) the
prevailing party in such litigation proceedings shall be entitled to
recover, from the non-prevailing party, reasonable attorneys' fees and
expenses incurred in connection with the dispute involved.
f. This Agreement has been made under and shall be governed by
the laws of the State of Texas.
9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
June 1, 1997.
COMPANY:
DIVERSIFIED CORPORATE RESOURCES, INC.
By: /s/ M. Xxx Xxxxxxx
-----------------------------------
Name: M. Xxx Xxxxxxx
---------------------------------
Title: President
--------------------------------
Address: 00000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
/s/ Xxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxx X. Xxxxx
Address: 0000 Xxxxxxxxx Xx.
------------------------------
Xxxxxx, Xxxxx 00000
------------------------------
10
