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EXHIBIT 10-J
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
by and between Veritas DGC Inc., a Delaware corporation (hereinafter referred
to as "Employer"), and Xxxxxxx X. Xxxxx, an individual currently resident in
Xxxxxx County, Texas (hereinafter referred to as "Employee") effective as of
July 1, 1999.
Attendant to Employee's employment by Employer, Employer and Employee
wish for there to be a complete understanding and agreement between Employer
and Employee with respect to, among other terms, Employee's duties and
responsibilities to Employer; the compensation and benefits owed to Employee;
the fiduciary duties owed by Employee to Employer; Employee's obligation to
avoid conflicts of interest, disclose pertinent information to Employer, and
refrain from using or disclosing Employer's information; and the term of
employment.
NOW, THEREFORE, in consideration of Employee's continued employment by
Employer and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Employer and Employee agree as
follows:
Section 1. General Duties of Employer and Employee.
a. Employer agrees to employ Employee, and Employee agrees to accept
employment by Employer and to serve Employer in an executive capacity as its
President and Chief Operating Officer. The duties and responsibilities of
Employee include those described for the particular position in the Bylaws of
Employer or other documents of Employer, and such other or additional duties as
may from time-to-time be assigned to Employee by the Board of Directors of
Employer (hereinafter referred to as the "Board") or any duly authorized
committee thereof or an authorized officer of Employer.
b. While employed hereunder, Employee shall devote substantially all of
his time, efforts, skills and attention for the benefit of and with his primary
attention to the affairs of Employer in order that he shall faithfully perform
his duties and obligations. The preceding sentence shall not, however, be
deemed to restrict Employee from attending to matters or engaging in activities
not directly related to the business of Employer, provided that (i) such
activities or matters are reasonable in scope and time commitment and not
otherwise in violation of this Agreement, and (ii) Employee shall not become a
director of any corporation or other entity (excluding charitable or other
non-profit organizations) without prior written disclosure to, and consent of,
Employer.
c. Employee agrees and acknowledges that he owes a fiduciary duty of
loyalty, fidelity and allegiance to act at all times in the best interests of
Employer and to do no act which would injure Employer's business, its interests
or its reputation.
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Section 2. Compensation and Benefits.
a. To the extent that Employee has not received or been reimbursed for
the following items under the terms of the Foreign Service Agreement dated as
of September 1, 1998 between him and Veritas DGC Asia Pacific Ltd. (the
"Foreign Services Agreement"), Employer shall pay or reimburse Employee for the
following items:
i. One (1) each least cost airline ticket for Employee and each
of his family members from Singapore to Houston;
ii. All reasonable expenses incurred by Employee for moving his
and his family's personal effects by sea from Singapore to
Houston;
iii. Temporary living accommodations selected by the Company and
reasonable living expenses (excluding entertainment) for a
period designated by the Company;
iv. A relocation bonus equal to one month's salary due within
thirty (30) days of taking up permanent residency in the
Houston, Texas area;
v. Preparation of 1999 tax returns for Singapore and the U.S. by
an accounting firm to be designated by Employer (including a
final accounting under the tax equalization program).
b. As compensation for services to Employer, Employer shall pay to
Employee during the term of this Agreement a salary at an annual rate of
$220,000. The salary shall be payable in equal installments every two weeks or
on such other schedule as Employer may establish from time to time for its
management personnel.
c. Employee shall be reimbursed in accordance with Employer's normal
expense reimbursement policy for all of the actual and reasonable costs and
expenses incurred by him in the performance of his services and duties
hereunder, including, but not limited to, travel and entertainment expenses.
Employee shall furnish Employer with all invoices and vouchers reflecting
amounts for which Employee seeks Employer's reimbursement.
d. Employee shall be entitled to participate in all insurance and
retirement plans, incentive compensation plans (at a level appropriate to his
position) and such other benefit plans or programs as may be in effect from
time-to-time for the key management employees of Employer including, without
limitation, those related to savings and thrift, retirement, welfare, medical,
dental, disability, salary continuance, accidental death, travel accident, life
insurance, incentive bonus, membership in business and professional
organizations, reimbursement of business and entertainment expenses, physical
examinations, and financial, legal and tax counseling.
e. Employer shall indemnify Employee for claims and expenses to the
extent provided in Employer's Bylaws.
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f. All salary, bonus and other payments made by Employer to Employee
pursuant to this Agreement shall be subject to such payroll and withholding
deductions as may be required by law and other deductions applied generally to
employees of Employer for insurance and other employee benefit plans in which
Employee participates.
Section 3. Fiduciary Duty; Confidentiality.
a. In keeping with Employee's fiduciary duties to Employer, Employee
agrees that he shall not knowingly become involved in a conflict of interest,
or upon discovery thereof, allow such a conflict to continue. Moreover,
Employee agrees that he shall disclose to the Board any facts, which might
involve a conflict of interest that has not been approved by the Board.
b. As part of Employee's fiduciary duties to Employer, Employee agrees to
protect and safeguard Employer's information, ideas, concepts, improvements,
discoveries, and inventions and any proprietary, confidential and other
information relating to Employer or its business not generally available to the
public (collectively, "Confidential Information") and, except as may be
expressly required by Employer, Employee shall not, either during his
employment by Employer or thereafter, directly or indirectly, use for his own
benefit or for the benefit of another, or disclose to another, any Confidential
Information, except as may be required by any applicable law, rule, regulation
or order.
c. Upon termination of his employment with Employer, or at any other time
upon request, Employee shall immediately deliver to Employer all documents
embodying any of Employer's Confidential Information.
Section 4. Term and Termination.
a. The term of Employee's employment hereunder shall be for a period of
two years, commencing July 1, 1999 and ending June 30, 2001, unless earlier
terminated in accordance with the terms of this Agreement; provided, that
beginning July 1, 2001 and on each July 1st thereafter, such term of employment
shall be extended automatically for an additional one-year period unless
Employer or Employee gives the other notice of intent to terminate this
Agreement at least thirty days prior to such July 1st.
b. This Agreement shall terminate upon Employee's death.
c. Employer may terminate this Agreement by reason of Employee's
Disability (as hereinafter defined) after such condition of Disability has
existed for at least 180 consecutive days. Employer shall give to Employee
sixty days notice of its intention to effect such termination pursuant to this
Section 4.c. As used in this Agreement, "Disability" shall mean permanent and
total disability within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended, or any successor provision.
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d. Employer may terminate this Agreement upon the determination by a
majority of the entire Board that Cause (as hereinafter defined) exists
therefor. As used in this Agreement, "Cause" means (i) the willful and
continued failure by Employee substantially to perform his obligations under
this Agreement (other than any such failure resulting from his incapacity due
to physical and mental illness) after a demand for substantial performance has
been delivered to him by the Board which specifically identifies the manner in
which the Board believes Employee has not substantially performed such
provisions, (ii) Employee's willfully engaging in conduct materially and
demonstrably injurious to the property or business of Employer, including
without limitation, fraud, misappropriation of funds or other property of
Employer, other willful misconduct, gross negligence or commission of a felony
or other crime of moral turpitude, or (iii) Employee's breach of this
Agreement. If the Board determines that Cause exists, the parties agree that
such determination shall be subject to inquiry or dispute only as to its
reasonableness. If the Board makes such determination, Employer may (A)
terminate this Agreement effective immediately or at a subsequent date or (B)
condition Employee's continued employment upon such considerations or
requirements as may be reasonable under the circumstances and place a
reasonable limitation upon the time within which Employee shall comply with
such considerations or requirements.
e. Employee shall have the right to terminate this Agreement and his
employment hereunder at any time for "Good Reason," which for purposes of this
Agreement means Employer's failure to comply with any of the provisions of
Section 2 of this Agreement and which failure is not remedied within thirty
days after receipt of written notice from Employee.
Section 5. Effect of Termination.
a. Upon termination of this Agreement by Employer for Cause; by Employee
other than for Good Reason; or due to the death or Disability of Employee, all
compensation and benefits shall cease upon the date of termination other than:
(i) those benefits that are provided by retirement and benefit plans and
programs specifically adopted and approved by Employer for Employee that are
earned and vested by the date of termination, (ii) the pro rata annual salary
through the date of termination; (ii) any incentive compensation due Employee
if, under the terms of the relevant incentive compensation arrangement, such
incentive compensation was due and payable to Employee on or before the date of
termination; and (iii) medical and similar benefits the continuation of which
is required by applicable law.
b. Upon termination of (i) this Agreement by Employer in accordance with
Section 4.a.; (ii) Employee's employment by Employer at any time for any reason
other than for Cause or due to Employee's death or Disability; or (iii) this
Agreement by Employee for Good Reason during the term hereof, the obligations
of Employer and Employee under Sections 1 and 2 shall terminate as of the date
this Agreement is terminated, and Employer shall pay or provide to Employee:
i. Employee's pro rata annual salary through the date of
termination;
ii. incentive compensation due Employee, if any, under the terms
of the relevant incentive compensation arrangement; and
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iii. within thirty days of said termination, a severance benefit
equal to two years of Employee's annual base salary.
All other compensation and benefits shall cease upon the date of termination
other than (i) those benefits that are provided by retirement and benefit plans
and programs specifically adopted and approved by Employer for Employee that
are earned and vested by the date of termination, (ii) Employee's pro rata
annual salary through the date of termination, and (iii) medical and similar
benefits the continuation of which is required by applicable law.
As a condition to making the payments specified in this Section 5.b., Employer
will require that Employee execute a release of any claims Employee may have
against Employer at the time of Employee's termination. Such release will be
in such form as Employer reasonably requests.
Section 6. Vacation.
a. Employee will be entitled to paid vacation of not less than four weeks
each year in accordance with Employer's policy and guideline manual. Employee
acknowledges receipt from Employer of a copy of said manual. Vacation may also
be taken by Employee at the time and for the periods as may be mutually agreed
upon between Employer and Employee.
Section 7. Miscellaneous.
a. For a period of one year after the termination of Employee's
employment with Employer, Employee shall not, either on his own account or for
any person, firm, partnership, corporation, or other entity (i) solicit,
interfere with, or endeavor to cause any employee of Employer or its affiliates
to leave his or her employment; or (ii) induce or attempt to induce any such
employee to breach her or his employment agreement with Employer.
b. All notices and other communications required or permitted hereunder
or necessary or convenient in connection herewith shall be in writing and shall
be delivered by hand, by facsimile, by express courier service or by registered
or certified mail, return receipt requested to the addresses set forth below in
this Section 7. All such notices and other communications shall, if delivered
by hand, be deemed given when actually received; if delivered by facsimile, be
deemed given if transmitted by telecopier during normal business hours,
otherwise on the next succeeding business day; and if delivered by mail, be
deemed given on the earlier of (a) when received or (b) three business days
after being so mailed.
If to Employer, to:
Veritas DGC Inc.
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxx
If to Employee, to:
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Xx. Xxxxxxx X. Xxxxx
c/o Veritas DGC Inc.
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
or to such other names or addresses as Employer or Employee, as the case may
be, shall designate by notice to the other party hereto in the manner specified
in this Section.
c. This Agreement shall be binding upon and inure to the benefit of
Employer, its successors, legal representatives and assigns, and upon Employee,
his heirs, executors, administrators, representatives and assigns; provided,
however, Employee agrees that his rights, duties and obligations hereunder are
personal to him and may not be assigned by him without the express written
consent of Employer.
d. This Agreement supersedes, replaces and merges all previous agreements
and discussions relating to the same or similar subject matters between
Employee and Employer, including, specifically, the Foreign Services Agreement,
and constitutes the entire agreement between Employee and Employer with respect
to the subject matter of this Agreement. This Agreement may not be modified in
any respect by any verbal statement, representation or agreement made by any
employee, officer, or representative of Employer or by any written agreement
unless signed by an officer of Employer who is expressly authorized by the
Board to execute such document.
e. If any provision of this Agreement or application thereof to anyone or
under any circumstances shall be determined to be invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions or
applications of this Agreement which can be given effect without the invalid or
unenforceable provision or application. In addition, if any provision of this
Agreement is held by an arbitration panel or a court of competent jurisdiction
to be invalid, unenforceable, unreasonable, unduly restrictive or overly broad,
the parties intend that such arbitration panel or court modify said provision
so as to render it valid, enforceable, reasonable and not unduly restrictive or
overly broad.
f. The internal laws of the State of Texas will govern the
interpretation, validity, enforcement and effect of this Agreement without
regard to the place of execution or the place for performance thereof.
Section 8. Arbitration.
a. Employer and Employee agree to submit to final and binding arbitration
any and all disputes or disagreements concerning the interpretation or
application of this Agreement. Any such dispute or disagreement shall be
resolved by arbitration in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association (the
"AAA Rules"). Any arbitration must be initiated within one year after the
action or occurrence about which the party initiating the arbitration is
complaining. Arbitration shall take place in Houston, Texas, unless the
parties mutually agree to a different location. Within 30 calendar days of the
initiation of arbitration hereunder, each party shall designate an arbitrator.
The appointed
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arbitrators shall then appoint a neutral arbitrator. Employee and Employer
agree that the decision of the arbitrators shall be final and binding on both
parties. Any court having jurisdiction may enter a judgment upon the award
rendered by the arbitrators. In the event the arbitration is decided in favor
of Employee, Employer shall reimburse Employee for his reasonable costs of
arbitration up to $20,000 in the aggregate. Regardless of the outcome of the
arbitration, Employer shall pay all fees and expenses of the arbitrators and
all of Employer's costs of arbitration.
b. Notwithstanding the provisions of Section 8.a., Employer may, if it so
chooses, bring an action in any court of competent jurisdiction for injunctive
relief to enforce Employee's obligations under Section 3.b., 3.c., or 7.a.
hereof.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Agreement as of the date first written above.
EMPLOYER:
VERITAS DGC INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Chairman of the Board
and Chief Executive Officer
EMPLOYEE:
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
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