Exhibit 10.10
August 25, 2000
BY HAND DELIVERY
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Xxxxxxxxxxx X. X. Xxxxxxx, Esq.
Vice President, General Counsel and Clerk
Renaissance Worldwide, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Employment Agreement
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Dear Xxxxx:
You are a highly valuable employee of Renaissance Worldwide, Inc. ("RWI" or
the "Company"). The Company wishes to confirm the terms and conditions of your
employment as Vice President, General Counsel and Clerk. This letter agreement
(the Agreement") will confirm the agreement between you and the Company under
the following terms and conditions:
1. Position and Title.
a. Effective as of your promotion on April 1, 2000, you have been
and will continue to be employed by the Company as its Vice President, General
Counsel and Clerk, reporting to the Chairman and Chief Executive Officer of the
Company ("CEO").
b. You agree to perform the duties that are usual and customary for
your position and such other duties as may reasonably be assigned to you from
time to time. You also agree that, while employed by the Company, you will
devote your full business time and efforts, business judgment, skill and
knowledge exclusively to the advancement of the business interests of the
Company and to the discharge and of your duties and responsibilities to it. You
further agree not to engage in any other business activity or serve in any
industry, trade, professional, governmental or academic position during your
employment with the Company, without first receiving the express written
approval of the CEO or his or her authorized designee.
2. Compensation and Benefits. During your employment, as compensation
for all services performed by you for the Company, and subject to your
satisfactory performance of your duties and obligations to it, the Company will
provide you the following pay and benefits:
a. Base Salary. Effective April 1, 2000, your base salary will be
$225,000 per year, payable in accordance with the regular payroll practices of
the Company and subject to increase from time-to-time by the CEO in his
discretion.
b. Bonus Compensation. Effective as of the third quarter 2000 and
continuing each calendar quarter thereafter for so long as you remain employed
by the Company,
you will be eligible to receive a bonus of up to 10% of your then-current annual
base salary (cumulatively not-to exceed 40% per year of your then-current annual
base salary).
3. Employee Release. Any obligation of the Company to provide you
severance payments or other benefits under Section 4 hereof is expressly
conditioned upon your signing and not revoking a general release of claims in a
form satisfactory to the Company (the "Employee Release"). The Company shall
provide you with the Employee Release promptly after the date on which you give
or receive, as applicable, notice of termination of your employment. Such
Employee Release shall become effective on the date it is signed by you and upon
your not revoking such Employee Release (to the extent such right is legally
available to you) within the 7-day period following the date you signed the
Employee Release (the "Effective Date"). Except for any right you have to
continue participation in the Company's group health and dental plans as
provided in Section 4 hereof or under the federal law known as "COBRA", all
employee benefits shall terminate in accordance with the terms of the applicable
benefit plans as of the date of termination of your employment.
4. Severance and Deal Bonus.
a. You will receive the applicable severance set forth in this
Section 4 upon the occurrence of any one of the following termination events:
(i) your employment is terminated by the Company for other than Cause (as
defined below); or (ii) you terminate your employment for Good Reason (as
defined below); or (iii) you terminate your employment, upon 60 days prior
written notice to the Company, for any reason and at any time within 6 months
following a Change of Control (defined below). In the event your employment
terminates pursuant to either termination event (i) or (ii) above, then, within
5 days following the later of the Effective Date of the Employee Release set
forth in Section 3 hereof or the date on which the Company receives your signed
Employee Release, the Company shall: (a) make a one-time, lump sum payment to
you equal to 12 months of your then-current base salary and bonus compensation
(at 40% of your then-current base salary); and (b) make a one-time, lump sum
payment of $15,000 for outplacement services; and (c) reimburse you for medical
and dental insurance coverage continuation for a period of time not to exceed 12
months. However, in the event that your employment terminates pursuant to
termination event (iii) above, then, within 5 days following the later of the
Effective Date of the Employee Release set forth in Section 3 hereof or the date
on which the Company receives your signed Employee Release, the Company shall:
(a) make a one-time, lump sum payment to you equal to 12 months of your then-
current base salary and bonus compensation (at 40% of your then-current base
salary); and (b) reimburse you for medical and dental insurance coverage
continuation for a period of time not to exceed 6 months. Nothing in this
Section 4 shall be construed to provide you with more than one severance
entitlement associated with a single event of termination, as applicable.
Notwithstanding anything to the contrary in this Section 4, the Company will pay
you on the date of termination any base salary earned but not paid through the
date of termination and compensation for any vacation time accrued but not used
to that date. In addition, the Company will pay you any quarterly bonus to
which you may be then currently entitled pursuant to Section 2.b hereof, on a
prorated basis to the date of termination and payable on the date of
termination.
b. For the purposes of this Agreement: (i) a "Change in Control"
occurs when (a) any person or entity other than the Company or any wholly-owned
subsidiary of the
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Company (a "Person") becomes the owner of 50% or more of the Company's common
stock; or (b) the Company executes an agreement of acquisition, merger or
consolidation (and such agreement has been approved by shareholders, to the
extent required) which contemplates that, after the effective date provided for
in such agreement, all or substantially all of the business and/or assets of the
Company shall be owned, leased or otherwise controlled by another Person;
provided, however, that notwithstanding the foregoing, solely for the purposes
of this subparagraph, a Change of Control of any subsidiary or affiliate of the
Company will not cause a Change of Control of the Company and a Change of
Control of the Company will not cause a Change of Control of any subsidiary or
affiliate (other than the Company); (ii) "Cause" means: (a) your commission of
an act of fraud or misrepresentation in connection with your employment by the
Company; or (b) your conviction of or plea of nolo contendere to a felony or a
crime involving moral turpitude; (iii) "Good Reason means: (a) the failure of
the Company to employ you in your current position, or a substantially similar
position (i.e., one involving no material reduction in your duties and
- -
responsibilities); or (b) a change in your current reporting relationship (i.e.,
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reporting to the CEO or an equivalent position); or (c) an unconsented-to
reduction in your compensation; or (d) an unconsented-to relocation of your
primary place of employment more than 20 miles from your current site of
employment.
c. In the event you are employed on the closing date of a Change of
Control of RWI, you will receive a deal bonus of $150,000, payable within five
days of the closing date.
5. Withholdings.
a. All payments made by the Company under this Agreement shall be
reduced by any tax or other amounts required to be withheld by the Company under
applicable law.
x. Xxxxxxxxx payments under this Agreement shall be made without
regard to whether the deductibility of such payments would be limited or
precluded by Internal Revenue Code Section 280G and without regard to whether
such payments would subject you to the federal excise tax levied on certain
"excess parachute payments" under Internal Revenue Code Section 4999; provided
that if the total of all the benefits to or for your benefit after reduction for
all federal taxes (including the tax described in Internal Revenue Code Section
4999, if applicable) with respect to such payments ("Executive's total after-tax
payments"), would be increased by the limitation or elimination of any payment
hereunder, such payment shall be reduced to the extent, and only to the extent,
necessary to maximize your total after-tax payments.
6. Assignment. Neither you nor the Company may make any assignment of
this Agreement or any interest in it, by operation of law or otherwise, without
the prior written consent of the other; provided, however, that the Company may
assign its rights and obligations under this Agreement without your consent in
the event that the Company shall hereafter effect a reorganization, consolidate
with, or merge into any person or organization or transfer all or substantially
all of its properties or assets to any person or organization. This Agreement
shall inure to the benefit of and be binding upon you and the Company, and each
of our respective successors, executors, administrators, heirs and permitted
assigns.
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7. Severability. If any portion or provision of this Agreement shall to
any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision hereof shall be valid and enforceable to the fullest
extent permitted by law.
8. Miscellaneous. This Agreement sets forth the entire agreement between
you and the Company in connection with the subject matter hereof and replaces
all prior and contemporaneous communications, agreements and understandings,
written or oral, with respect to the terms and conditions of your continued
employment including, without limitation, your Retention Letter dated June 15,
2000, except that your Nonsolicitation, Noncompetition and Confidentiality
Agreement dated June 16, 1997 shall remain in full force and effect. It is
expressly understood and agreed that this document is not a contract of
employment for a specific term and that you remain an "at-will" employee. This
Agreement may not be modified or amended, and no breach shall be deemed to be
waived, unless agreed to in writing by you and an expressly authorized
representative of the Company. The headings and captions in this Agreement are
for convenience only and in no way define or describe the scope or content of
any provision of this Agreement. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument. This Agreement shall be governed by the
laws of the Commonwealth of Massachusetts, without regard to the conflicts of
laws principles thereof, and all disputes hereunder shall be adjudicated in the
courts of the Commonwealth of Massachusetts, to whose personal jurisdiction you
hereby consent.
If the foregoing is acceptable to you, please sign both copies of this
letter in the space provided, at which time this letter will take effect as a
binding agreement between you and the Company on the basis set forth above.
Please keep one original for your records and return one original to me. If you
should have any questions, please do not hesitate to contact me.
Very truly yours,
Renaissance Worldwide, Inc.
By: /s/ G. Xxxx Xxxxxx
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G. Xxxx Xxxxxx
Chairman and CEO
Accepted and Agreed:
/s/ Xxxxxxxxxxx X. X. Xxxxxxx
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Name: Xxxxxxxxxxx X. X. Xxxxxxx
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