Exhibit 10(a)
EMPLOYMENT AGREEMENT
This at will Employment Agreement ("Agreement") is entered into as of
this 26th day of September, 1996 by and between On-Site Sourcing, Inc. with
address of 0000 X. 00xx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 ("OSS"
or the "Company") and Xxxxxx Xxxxxxx ("Xx. Xxxxxxx" or the "Executive") with
home address at 0000 Xxxxxxxxx Xx, Xxxxxxxxxx, XX 00000.
WHEREAS, OSS desires to employ the services of Xx. Xxxxxxx as a full-time
employee without distraction and considers such employment in the best
interests of the Company and its shareholders, and Xx. Xxxxxxx desires to be
employed full time by the Company; and
WHEREAS, OSS and Xx. Xxxxxxx desire to enter into an at will Agreement
reflecting the terms under which Xx. Xxxxxxx will be employed by the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties hereto agree as follows:
1. TERM. This at will Employment Agreement will remain in effect for a
three year period from the date of the Agreement with the understanding that
employment shall be at will. It will be renewed automatically for succeeding
periods of one year unless sooner terminated with or without cause as
provided in sections 6 and 7 below.
2. NATURE OF EMPLOYMENT. Xx. Xxxxxxx shall be employed as the Chief
Financial Officer of the Company with full power and authority as determined
by the Board of Directors of OSS (the "Board"). Xx. Xxxxxxx agrees to
diligently and faithfully perform such duties and serve in the above capacity
or in such capacities as the Board of Directors of the Company shall
determine.
Xx. Xxxxxxx'x duties as Chief Financial Officer include but are not
limited to the following:
(a) Report to the President and Chief Executive Officer of the Company.
(b) Manage the company's financial operations.
(c) Assist the Company in the development of all phases of the Company's
present and future business.
Xx. Xxxxxxx shall perform any and all duties now and hereafter assigned to
Xx. Xxxxxxx by the Company's Board of Directors. Xx. Xxxxxxx shall at all times
conduct himself in accordance with the Company's stated policies and procedures
as may be in effect from time to time.
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Xx. Xxxxxxx shall be employed by the Company on a full-time basis and
shall not during the term of this Agreement be engaged in any other business
activity that, in the judgment of the Company's Board of Directors, impedes
or detracts from Xx. Xxxxxxx'x performance of services for the Company
hereunder. During the period of employment, Xx. Xxxxxxx further agrees not
to (i) solely or jointly with others undertake or join any planning for or
organization of any business activities of the Company, and (ii) directly or
indirectly, engage or participate in any other activities in conflict with
the best interests of the Company. The Company understands that Xx. Xxxxxxx
will begin working immediately while he is in the process of closing out his
private practice. Xx. Xxxxxxx has indicated that he will be employed on a
full-time basis within six months.
3. COMPENSATION FOR SERVICES. As consideration to Xx. Xxxxxxx for
services rendered under this Agreement, OSS shall compensate Xx. Xxxxxxx as
follows:
(a) BASE SALARY. Xx. Xxxxxxx shall receive a base salary of $ 90,000
per year payable monthly and thereafter to be determined at the discretion of
the Board of Directors upon an annual review of Xx. Xxxxxxx'x performance.
(b) BENEFITS. Xx. Xxxxxxx shall be entitled to all other benefits
normally accorded to full time employees of OSS, including such bonuses,
prescription, life insurance, medical insurance, holidays and expense
accounts as are consistent for other key senior management personnel or as
may be decided by the Executive if said items are discretionary with the
Executive.
Xx. Xxxxxxx shall be entitled to two weeks paid vacation per year for
each of the first 4 years of employment beginning at commencement of
employment with the Company. He shall be entitled to three weeks paid
vacation each year after the fourth anniversary which is to be considered
September 1, 2000. No more than two weeks shall be taken consecutively
without the prior written approval by the Company.
Xx. Xxxxxxx shall be entitled to all health and sick leave as is accorded
to other key senior management personnel.
(c) REIMBURSEMENT. Xx. Xxxxxxx shall be reimbursed within fifteen (15)
days for all properly documented OSS business expenses incurred by the
Executive. To the extent permitted by applicable law, OSS, shall treat these
expenses as senior in the right of payment to any other obligation of OSS.
(d) STOCK OPTIONS. Stock options to purchase 75,000 shares of the
Company's common stock at $2.125 per share, the market price of the Company's
common stock as quoted at on the Nasdaq Small Cap Stock Market at the time of
the meeting of the Board of Directors authorizing the options, granted as of
the date of this Agreement. The options shall vest in equal quarterly
installments over a four year period. The options shall be exercisable for a
period of five years from the date of grant. The options are cancelable upon
Xx. Xxxxxxx'x termination from the Company for cause as defined in 6(a)
below. Furthermore, the options shall inure to the benefit of the
Executive's heirs and designees.
(e) BONUS. Xx. Xxxxxxx shall be eligible to be paid at each year end a
bonus in an amount at the discretion of the Board of Directors based upon Xx.
Xxxxxxx'x performance and the performance of the Company.
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(f) STOCK PURCHASE. Xx. Xxxxxxx shall receive a $25,000 loan from the
Company to be used soley for the purpose of purchasing On-Site Sourcing, Inc.
stock at the current market price. The terms of the loan are further described
in the Loan Agreement of September 26, 1996 between Xx. Xxxxxxx and On-Site
Sourcing, Inc.
4. RESPONSIBILITY OF EXECUTIVE. The responsibilities of Xx. Xxxxxxx
under this Agreement are as follows:
(a) Xx. Xxxxxxx agrees to serve OSS for the term of employment specified
in Section 1 above. Xx. Xxxxxxx agrees to (i) devote his full business time
to the business and affairs of OSS, (ii) use his best efforts to promote the
interests of OSS, and (iii) perform faithfully and efficiently the
responsibilities assigned to him by the Board and listed in Section 2 above.
(b) During the term of this Agreement, Xx. Xxxxxxx shall not perform
services for any person or entity that competes directly or indirectly with
the Company. Xx. Xxxxxxx agrees to disclose in writing to the Board any
non-Company activities for which Xx. Xxxxxxx receives compensation for
services rendered. If the Board deems such activities to be excessive and to
conflict with Xx. Xxxxxxx'x full time commitment, then the Company shall
notify Xx. Xxxxxxx in writing to limit those activities to periods in which
no time conflict occurs.
(c) Xx. Xxxxxxx agrees to abide by General Company Policies as the same
are duly adopted by the Board from time to time, so long as such Policies do
not conflict with the terms and conditions of this Agreement.
5. COVENANT NOT TO COMPETE; CONFIDENTIALITY AND NON-DISCLOSURE
AGREEMENT. Xx. Xxxxxxx hereby agrees that he will not at any time, without
the express written consent of the Company: (i) disclose, directly or
indirectly, any Confidential Information (as defined below) to anyone outside
the employ of the Company, or (ii) use, directly or indirectly, any
Confidential Information for the benefit of anyone other than the Company.
Confidential Information as used herein means all information of a
business or technical nature disclosed to, learned or developed by Xx.
Xxxxxxx in the course of his employment by the Company, which information
relates to the business of the Company or the business of any customer of the
Company, or the business of any other person, firm, corporation, or other
entity which consults with the Company in connection with the business which
is not generally known in the reprographic or facilities management industry.
Confidential Information shall include, but is not limited to, information
and knowledge pertaining to manufacturing processes, procedures,
developments, improvements, methods of operation, sales and profit figures,
customer and client lists, credit and other financial information about the
Company or their customers, and relationships between the Company and its
customers, clients and others who have business dealings with the Company.
In the event that Xx. Xxxxxxx voluntarily leaves the Company, Xx. Xxxxxxx
agrees not to compete with the Company on behalf of himself or an entity
founded by Xx. Xxxxxxx within a 75 miles of any of the Company's offices or
within 12 months after leaving the Company. Xx. Xxxxxxx further agrees not
to compete with the Company as an employee of a reprographic or facilities
management company (competitor) located within 100 miles of any of the
Company's offices or within twelve months after leaving the Company.
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6. TERMINATION BY THE COMPANY. As this Employment Agreement is at
will, the Board of Directors may terminate the employment of Xx. Xxxxxxx at
any time with or without cause, and in such event the following shall apply.
"Cause" for termination shall be defined as gross neglect by the Executive of
his duties hereunder, willful failure by the Executive to perform his duties
hereunder, conviction of the Executive of a felony committed during the term
of this Agreement, or of any lesser crime or offense involving the property
of the Company or any or its subsidiaries or affiliates, gross malfeasance by
the Executive in connection with the performance of his duties hereunder,
willful engagement in conduct by the Executive or willful refusal without
proper legal cause by the Executive to perform his duties and
responsibilities which he has reason to know is materially injurious to the
Company.
(a) In the event of termination for cause, as defined above, by OSS, all
salary and other benefits paid or provided to the Executive hereunder shall
cease as of the date of termination, and the Company shall have no further
obligations to the Executive. Upon a finding by the Board of Directors that
the Executive has willfully failed or refused to observe or perform his
duties or grossly neglected his duties as specifically set forth in Section 4
hereof, OSS may terminate this agreement for cause provided that the Board of
Directors has first notified the Executive on two separate occasions of such
failure and has given the Executive at least thirty (30) days after each such
occasion to remedy such breach of duty.
(b) In the event of termination by OSS without cause, the Company agrees
to provide the Executive with the following:
(i) Xx. Xxxxxxx shall receive an amount equal to two weeks base
salary plus the value of his other employment benefits accrued at the time of
termination that Xx. Xxxxxxx would have received under this Agreement but for
such termination. Such amount shall be payable to Xx. Xxxxxxx in one
installment two weeks following termination.
(ii) "Termination without cause" shall be defined as: termination
for any reason other than "cause" (as defined previously in Section 6),
continuous disability or incapacity of Xx. Xxxxxxx which prevents him from
performing his duties for a period of not less than three (3) months as
determined by any independent, licensed medical doctor, or death.
7. EFFECT ON SUCCESSORS IN INTEREST. This Agreement shall inure to the
benefit of and be binding upon heirs, administrators, executors, successors
and assigns of each of the parties hereto.
8. NOTICES. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery,
including by facsimile, or by recognized courier (such as Federal Express),
or three (3) business days after deposit in the United States Mail, by
registered or certified mail, addressed to a party at its address shown below
or at such other address or facsimile number as such party may designate in
writing to the other party pursuant to this section.
9. ASSIGNMENT. OSS shall have the right to assign this Agreement and
to delegate all of its rights, duties and obligations hereunder, whether in
whole or in part to any parent, affiliate, successor, or subsidiary
organization or company of OSS or corporation with which OSS may merge or
consolidate or which acquires by purchase or otherwise all or substantially
all of OSS assets, but such assignment shall not release OSS from its
obligations under this Agreement. The Executive shall have no right to assign
this Agreement.
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10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia. In the event of
any dispute under this Agreement, it shall be resolved through binding
arbitration in accordance with the rules of the American Arbitration
Association.
11. SEVERABILITY. The provisions of this Agreement are severable, and
in the event that any provision of this Agreement shall be determined to be
invalid or unenforceable under any controlling body of law, such invalidity
or unenforceability shall not in any way affect the validity or
enforceability of the remaining provisions hereof.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding between the parties with respect to the subject matter hereof,
superseding all negotiations, prior discussions and preliminary agreements.
This Agreement may not be amended except in writing executed by the parties
hereto.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
a duly authorized officer, and Xx. Xxxxxxx has signed this Agreement as of
the date and year written above.
The Company:
On-Site Sourcing, Inc.
0000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
BY: /S/XXXX X. XXXXXXXXXX
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Xxxx X. Xxxxxxxxxx
Chairman of the Board of Directors
Executive:
/S/ XXXXXX XXXXXXX
--------------------------------
Xxxxxx Xxxxxxx
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