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EXHIBIT 10.1
C. LANCASHIRE EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective
on April 29, 1997, by and between DPRC Acquisition Corp., a California
corporation ("Acquisition"), and Xxxxxxxxxxx X. Lancashire, an individual
("Employee"), with reference to the following:
A. Acquisition wishes to employ Employee, and Employee wishes
to be employed by Acquisition, as an employee of Acquisition, including the
position of Chief Executive Officer and President of Acquisition.
B. Acquisition and Employee now wish to memorialize their
agreement regarding the employment and compensation of Employee.
NOW, THEREFORE, in consideration for the promises and
obligations set forth below, Acquisition and Employee agree as follows:
1. EMPLOYMENT AND TERM.
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1.1 Acquisition agrees to employ, and Employee agrees to be
employed by Acquisition, on the terms and conditions described
below (the "Employment").
1.2 The term of this Agreement (the "Initial Term") shall commence
on the date hereof and continue until December 31, 1998 unless
sooner terminated pursuant to the terms hereof.
2. DUTIES.
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Employee agrees that during the Employment, Employee shall serve as an
employee of Acquisition and as Chief Executive Officer and President
of Acquisition at Acquisition's offices located at 000 Xxxxx Xxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx. Whereas Employee shall
ultimately be responsible to the Board of Directors of Acquisition,
Employee shall report directly to and be directed in his duties by the
Chief Executive Officer of Data Processing Resources Corporation, a
California corporation ("DPRC").
3. COMPENSATION.
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3.1 As consideration for said performance of duties and adherence
to the covenants in this Agreement, Employee shall be entitled
to the compensation set forth on Exhibit "A" attached hereto
and incorporated herein by this reference (the
"Compensation").
3.2 Employee understands and acknowledges that the Compensation
will constitute the full and exclusive consideration to be
received by Employee for all services performed by Employee in
connection with Acquisition's employment of Employee, and for
the performance of all his promises and obligations under this
Agreement.
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3.3 Aside from the Compensation, Acquisition may adopt, or
continue in force, benefit plans for the benefit of its
employees or certain of its employees, which may include, but
not be limited to, group life insurance, medical insurance,
etc. Acquisition may terminate any or all such plans at any
time and may choose not to adopt any additional or replacement
plans. Employee's rights under any benefits plans now in force
or later adopted by Acquisition shall be governed solely by
the terms of such plans.
4. DUTY TO DEVOTE TIME AND AVOID CONFLICT OF INTEREST.
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Employee agrees that during the Employment he shall devote his
full-time efforts to his duties as Chief Executive Officer and
President of Acquisition. During the Employment, Employee shall not,
directly or indirectly, engage or participate in any activities which
are in conflict with the best interests of Acquisition.
5. COMPLIANCE WITH RULES AND REGULATIONS.
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Employee agrees to comply with Acquisition's current rules,
regulations and practices, including but not limited to those rules
concerning vacation and sick leave, as they may from time to time be
adopted or modified, so long as they are uniformly applied to all
employees.
6. TRADE SECRETS OF THE COMPANY.
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6.1 Employee acknowledges and understands that during the
Employment, Employee will have access to and will utilize and
review information which constitutes valuable, important and
confidential trade secrets, as that term is interpreted under
the Uniform Trade Secrets Act (California Civil Code Section
3426 et seq.) and/or confidential and proprietary material and
information of or relating to the business of Acquisition,
DPRC and their respective affiliates (collectively, the
"Company") necessary for the successful conduct of the
Company's business. This information includes, but is not
limited to: (a) The Company's listings of and data regarding
the Company's customer and clients (sometimes collectively
referred to in this Agreement as the "Clients") (past and
current); (b) the Company's information regarding potential
customers and clients; (c) data relating to the personnel,
supervisory structure and procedures of the Clients; (d)
specific computer technician staffing needs of the Clients;
(e) the identity, whereabouts, capabilities and availability
of contractors in the Company's database; (f) the Company's
bidding, billing and pricing practices; (g) the nature and
type of services rendered by the Company to the Clients; and
(h) other methodologies, computer programs, employee and
contractor resumes, employee databases, processes,
compilations of information, results of proposals, job notes,
reports, and records (all of which
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information is sometimes referred to in this Agreement as the
"Secrets"). Employee understands further that the Secrets have
been and will be accumulated by Employee and other personnel
at the Company at a considerable expense to the Company
(including but not limited to compensation paid to the Company
personnel dealing with the Secrets and the Clients), and that
the Company has and will continue to expend its resources in
order to maintain actively and vigorously the confidentiality
of the Secrets, as such information is extremely valuable to
the Company, and well worth the expense of enforcement and
preservation of such confidentiality. Accordingly, Employee
agrees as follows:
(a) All of the Secrets shall be safeguarded and treated
as confidential by Employee.
(b) Any and all data, notes, letters, computer programs
and data, reports, telephone records and all other
written documentation relating to the business of the
Company (including but not limited to the Secrets)
that may be collected, compiled, written, reviewed or
conceived by Employee from or by reason of services
performed by Employee for the Company shall become
the absolute property of the Company, and Employee
shall not assert or establish a claim for any
statutory or common law right or any other possessory
or proprietary right with respect to any of the
above.
(c) Employee shall hold the Secrets in strictest
confidence, and shall not (i) disclose any Secrets to
any person, corporation, firm, or other entity,
either during the Employment or afterward, or (ii)
use any or all of the Secrets in Employee's
subsequent business or employment, without the prior
express written authorization of the Company.
(d) Employee shall not otherwise commit any act which
shall compromise the confidentiality of the Secrets,
including but not limited to making a copy of such
property (whether electronic, paper or otherwise)
without the prior express written authorization of
the Company.
7. CONFIDENTIAL INFORMATION OF CLIENTS.
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All ideas, concepts, information and written material disclosed to
Employee by the Company, or acquired from any of the Clients, and all
financial, accounting, statistical personnel, and business data and
plans of the Clients, are and shall remain the sole and exclusive
property and proprietary information of the Company, or said Client,
and are disclosed in confidence by the Company or permitted to be
acquired from the Clients in reliance on Employee's agreement to
maintain them in confidence and not to use or disclose them to any
other person except in furtherance of the Company's business.
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Employee agrees to execute DPRC's standard confidentiality agreement
requested from each of its employees, at such time as he shall be
requested by the Company to do so.
8. RETURN OF INFORMATION.
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At the time of the termination of the Employment, Employee agrees to
deliver promptly to the Company all notes, books, electronic data
(regardless of storage media), correspondence and other written or
graphical records (including all copies thereof) in Employee's
possession or under Employee's control relating to any business, work,
the Clients or any other aspect of the Company, including not limited
to each original and all copies of all or any part thereof.
9. COOPERATION.
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Employee agrees that, both during the Employment and afterward, he
will give evidence and testimony at Acquisition's expense, and perform
all acts which are necessary to carry out and fulfill the purposes and
intents of this Agreement.
10. REMEDIES: INJUNCTIVE RELIEF.
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In the event of a breach or threatened breach by Employee of any of
the provisions of this Agreement, Employee agrees that the Company, in
addition to and not in limitation of any other rights, remedies, or
damages available to the Company at law or in equity, shall be
entitled to a preliminary and a permanent injunction in order to
prevent or restrain any such breach by Employee or by Employee's
partners, agents, representatives, servants, employers, employees,
and/or any and all persons directly or indirectly acting for or with
Employee.
11. TERMINATION OF EMPLOYMENT.
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11.1 Acquisition and Employee each acknowledge and understand that
the Employment is terminable by Acquisition with cause (as
defined below) without advance notice. For the purposes of
this Agreement, termination "with cause" shall mean (a)
Employee shall have been convicted of a violation of law
involving moral turpitude or a felony; (b) Employee shall have
intentionally embezzled any property belonging to the Company
or shall have willfully injured the Company or any of the
Company's tangible or intangible property (other than injuries
to such tangible or intangible property occurring in the
ordinary course of business); (c) Employee shall be engaged in
other willful misconduct or shall have been grossly negligent
in the performance of his duties or obligations hereunder,
which other willful misconduct or gross negligence shall have
materially and adversely affected the business or reputation
of the Company, (d) a material violation of
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Section 6 or 7 of this Agreement, (e) a material violation of
Article 9 of the Agreement and Plan of Merger dated of even
date herewith (the "Merger Agreement"), by and among
Acquisition, DPRC, Employee and certain others, or (f)
Employee shall have breached any of the other material
provisions hereof, which breach shall not have been cured by
Employee within a period of 30 days after receipt by Employee
of written notice from Acquisition of such breach. Except as
otherwise agreed in writing or as otherwise provided by this
Agreement, upon termination of the Employment by Acquisition
for cause, Acquisition shall have no further obligation to
Employee under this Agreement by way of compensation or
otherwise, but Employee's duties under Sections 6 through 9,
inclusive, shall continue after said termination of
Employment.
11.2 Acquisition and Employee each acknowledge and understand that
the Employment is not terminable by Acquisition without cause
(see the definition of "with cause" in Paragraph 11.1 above).
In the event that Acquisition terminates the Employment
without cause prior to the termination of the Initial Term as
provided in Section 1.2, above, Acquisition shall (i) pay to
Employee the base salary of the Compensation and provide the
same health and life insurance benefits to which Employee was
entitled during the Employment, in each case (i.e., base
salary and benefits), until the earlier to occur of (a)
December 31, 1999, or (b) the date upon which Employee
violates Section 6 or 7, above, and (ii) cause the release of
all of the Escrowed Shares to the Shareholders (as such
capitalized terms are defined in that certain Escrow Agreement
dated of even date herewith, by and among DPRC, Acquisition,
Employee and certain others. For the purposes of this
Agreement, the term "without cause" shall mean any
circumstances by which this Agreement is terminated other than
(i) voluntary termination by Employee (other than as a result
of Employee being required to move from the greater Los
Angeles area, or Acquisition's breach of any material
provision of this Agreement or the Merger Agreement which is
not cured by Acquisition within 10 business days from the date
of Employee's notice of such breach), or (ii) termination by
DPRC "with cause", as defined in Section 11.1, above. By way
of clarification and not limitation, if the Employment shall
cease by reason of (1) the death of Employee, or (2)
Employee's permanent disability (as defined below), such
termination of the Employment shall be deemed to be made by
DPRC without cause except that in such circumstances
Acquisition shall have no obligation hereunder to cause an
early release of the Escrowed Shares to the Shareholders. For
the purposes of this Agreement, Employee shall be deemed
disabled in the event that, by reason of sickness, physical or
mental impairment or injury, Employee's ability to perform his
duties under this Agreement is impaired more than twenty-five
percent (25%) for a period of six (6) consecutive months or
for nine (9) months in any twelve (12) month period, such
disability to be determined independently by a physician of
Employee's choosing and by a physician of Acquisition's
choosing. If such
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two (2) chosen physicians are unable to agree upon whether
Employee shall be disabled, as defined above, they shall agree
upon a third physician, whose conclusion on such matter shall
be final.
11.3 The payments contemplated by this Section 11 shall constitute
the exclusive and sole remedy for any termination of
Employee's employment by Acquisition (whether pursuant to, or
in violation of, the terms of this Agreement), and Employee
covenants not to assert or pursue any remedies, other than an
action to enforce the payments due to Employee under this
Agreement, at law or in equity, with respect to any
termination of employment.
11.4 Acquisition and Employee each acknowledge and understand that
the Employment is terminable by Employee by giving Acquisition
ninety (90) days' advance written notice. Upon Employee's
voluntary termination of the Employment, except as provided in
Section 11.2, above, Acquisition shall have no further
obligation to Employee under this Agreement by way of
compensation or otherwise (except for the obligation to pay
any of the Compensation to which Employee may be entitled at
the time of such termination), but Employee's duties under
Sections 6 through 9, inclusive, shall continue after said
termination of the Employment.
11.5 No policies or procedures Acquisition or benefits provided by
Acquisition, whether oral or written express or implied,
formal or informal, are intended, nor shall they be construed
to limit the right or ability of Acquisition or Employee to
terminate the Employment as set forth above. Except as
otherwise agreed in writing or as otherwise provided by this
Agreement, upon termination of Employment neither Acquisition
nor Employee shall have any further obligation to each other
way by way of compensation or otherwise.
12. MISCELLANEOUS PROVISIONS.
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12.1 In the event that any of the provisions of this Agreement
shall be held to be invalid or unenforceable, then all other
provisions shall nevertheless continue to be valid and
enforceable as though the invalid or unenforceable parts had
not been included in this Agreement.
12.2 This Agreement shall be binding upon the heirs, executors,
administrators, and successors-in-interest of the parties
hereto.
12.3 This Agreement shall be construed and enforced according to
the laws of the State of California, exclusive of its choice
of law rules.
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12.4 This Agreement supersedes all previous correspondence,
promises, representations, and agreements, if any, either
written or oral. No provision of this Agreement may be
modified except by a writing signed by both Acquisition (after
approval by its board of directors) and Employee.
12.5 Any Action arising out of or in connection with this Agreement
shall be resolved in accordance with Section 11.3 of the
Merger Agreement.
13. ACKNOWLEDGMENT BY EMPLOYEE.
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Employee has carefully read and considered the provisions of this
Agreement and agrees that all of the above-stated restrictions,
obligations and promises are fair and reasonable and reasonably
required for the protection of the interests of Acquisition. Employee
further acknowledges that the goodwill and value of Acquisition is
enhanced by these provisions and that said enhancement is desired by
Employee. Finally, Employee indicates his acceptance of this Agreement
by signing and returning the enclosed copy of this Agreement where
indicated below.
"ACQUISITION" "EMPLOYEE"
DPRC ACQUISITION CORP.,
a California corporation
By: /s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxxxxxx X. Lancashire
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Xxxxx X. Xxxxxxx XXXXXXXXXXX X. LANCASHIRE
President
Dated: April 29, 1997 Dated: April 29, 1997
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EXHIBIT A
Compensation of Xxxxxxxxxxx X. Lancashire
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The following summarizes the compensation to which Employee shall be
entitled under the foregoing terms of this Employment Agreement.
1. BASE SALARY: Employee's base annual salary during the Term shall be
----------- $140,000 per year, paid in at least bi-weekly installments.
2. VACATION: During the Employment, Employee shall be entitled to take
-------- four (4) weeks of paid vacation time per calendar year of
Acquisition (plus such other time as may be permitted by
the Board); provided, however, that any such vacation time,
if not used in a calendar year of Acquisition, shall expire on
December 31 of such calendar year, except that not more
than one week of such unused vacation shall remain
available thereafter but shall expire if not used by March 31
of the following calendar year.
3. OTHER BENEFITS: Employee shall be entitled to participate in and receive
-------------- Benefits under all profit-sharing plans, pension plans, group
medical plans and other benefit plans for the payment of
additional compensation or benefits to employees of
Acquisition which Acquisition at any time maintains for
executive employees.
4. BUSINESS
EXPENDITURES: Employee is authorized to incur reasonable expenses for
------------ promoting and conducting the business of Acquisition,
including but not limited to expenditures for entertainment
and travel. Acquisition shall reimburse Employee monthly
for all such business expenses upon presentation of
reasonable documentation establishing the amount, date,
place and essential character of the expenditures.
5. OTHER BENEFITS: Employee shall be entitled to receive, under DPRC's 1994
-------------- Stock Option Plan, as amended (the "Plan"), options to
purchase a number of shares of the Common Stock of
DPRC (to be determined in accordance with Section 8.8 of
the Agreement and Plan of Merger dated April 29, 1997) at
a purchase price equal to the fair market value of such
shares as of the date of grant (as determined by the Plan).
These options shall, to the maximum extent permitted by
law, constitute stock options within the meaning of Section
422 of the Internal Revenue Code.
Exhibit A
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