April 29, 1999
Xx. Xxxx X. Xxxxxx
00 Xxxxxx Xxxx
Xxxx, XX 00000
Dear Xxxx:
We are pleased to extend a formal offer of employment to you. This
letter, when signed by you, shall constitute our agreement (this "Agreement")
with respect to the terms and conditions of your employment with Caribiner
International, Inc. (the "Company").
1. Position: You shall be hired to fill the position of Chief
Executive Officer of the Hospitality Resources
International/Presentation Services ("HRI/PS") division of Caribiner
Audio Visual Services, Inc., a subsidiary of the Company. In the
performance of your duties, you will report to the Chief Executive
Officer of the Company. You will perform the duties of Chief Executive
Officer of HRI/PS and such other duties and responsibilities as shall
be designated to you, from time to time, by the Chief Executive Officer
of the Company or the Board of Directors of the Company (the "Board").
You will be based in the Company's Chicago offices.
2. Compensation:
(a) You will receive a base salary of $250,000.00 per
annum, which will be payable in bi-weekly
installments or otherwise in accordance with the
Company's policies. Your performance and base salary
will be reviewed annually, and may, in the discretion
of senior management and the Board, be increased
following such review.
(b) In addition to your base salary, provided that
you are employed by the Company on the last day of
its fiscal year, you will be eligible to receive an
annual bonus payable on or about December 15 of each
year. Your bonus shall be subject to the discretion
of the Board, and is not guaranteed (except as set
forth below), and shall be dependent upon your and
the Company's performance. Your target bonus shall be
at forty (40%) percent of your annual base salary.
Provided you are employed by the Company on September
30, 1999, your guaranteed Bonus in respect of the
Company's fiscal year ended September 30, 1999
(payable on approximately December 15, 1999) shall be
no less than $50,000.
3. Benefits: (a) You will be entitled to participate in the
Company's hospitalization, medical, dental and vision insurance plans,
as well as long-term and short-term disability and life insurance
plans, on the same basis as other senior executive employees of the
Company in accordance with Company practices and subject in each case
to the terms and conditions of the applicable plan, which shall govern
your participation therein. You will also be entitled to participate in
the Company's 401(k) plan and any other similar plan or plans adopted
by the Company for similar employees and subject in each case to the
terms and condtions of the applicable plan, which shall govern your
participation therein.
(b) You willl be entitled to reimbursement for all
reasonable travel, entertainment and other reasonable
expenses incurred in connection with the Company's
business, provided that such expenses are
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April 29, 1999
Page 2
adequately documented and vouchered in accordance
with the Company's policies.
(c) You will be entitled to an automobile allowance
in the amount of $500 per month, payable in equal
installments during each payroll period, to defray
all costs incurred by you in connection with your use
of your automobile in connection with the business of
the Company (except for those which you are entitled
to reimbursement pursuant to Paragraph 3(b) hereof).
(d) You will be entitled to reimbursement for weekly
airfare from Hartford, Connecticut to Chicago,
Illinois in accordance with, and subject to, the
Company's policies.
4. Vacation: You will be entitled to four (4) weeks paid
vacation per year in accordance with the Company's policies, which
shall be in addition to all other holidays established as part of the
Company's standard practices.
5. Non-Competition. You hereby agree and covenant that
commencing as of the date hereof and for a period of two (2) years
following the termination of your employment with the Company (the
"Restricted Period") you will not directly or indirectly engage in or
become interested (whether as an owner, principal, agent, stockholder,
member, partner, trustee, venturer, lender or other investor, director,
officer, employee, consultant or through the agency of any corporation,
limited liability company, partnership, association or agent or
otherwise) in any business or enterprise that shall, at the time, be in
whole or in substantial part competitive with any material part of the
business conducted by HRI/PS during the period of your employment with
the Company (except that ownership of not more than 1% of the
outstanding securities of any class of any entity that are listed on a
national securities exchange or traded in the over-the-counter market
shall not be considered a breach of this Paragraph 5).
6. Non-Solicitation: You hereby agree and covenant that for
the Restricted Period you shall not (without first obtaining the
written permission of the Company), directly or indirectly, (i)
participate in the solicitation of any business of any type conducted
by the Company during the period of your employment with the Company
from any person or entity which was a client or customer of the Company
during the period of your employment with the Company, or was a
prospective customer of the Company from which you (or employees under
your supervision) solicited business or for which a proposal for
submission was prepared during the period of your employment with the
Company or (ii) recruit for employment, or induce or seek to cause such
person to terminate his or her employment with the Company, any person
who then is an employee of the Company.
7. Confidential Matters: During and after the Restricted
Period, you shall keep secret all confidential matters of the Company
and its affiliates, including but not to limited to trade "know-how,"
secrets, consultant contracts, customer lists, operational methods,
marketing plans or strategies, business acquisition plans, new
personnel and other business affairs of the Company and its affiliates
learned by you heretofore or hereafter, and shall not disclose them to
anyone outside of the Company during and after the Restricted Period
except (i) with the Company's written consent, (ii) as required by law
or (iii) as required to enforce or construe this Agreement to the
extent
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April 29, 1999
Page 3
reasonable and necessary. You shall deliver promptly to the Company
upon termination of your employment, or any time the Company may
request, all confidential memoranda, notes, records, reports and other
documents (and all copies thereof) relating to the business of the
Company which you may then possess or have under your control;
provided, that, you may retain copies of documents to the extent
reasonably needed to protect or enforce your rights hereunder.
8. Specific Performance; Damages: In the event of a breach or
threatened breach of the provisions of Paragraphs 5, 6 or 7 hereof, you
agree that the injury which would be suffered by the Company would be
of a character which could not be fully compensated for solely by a
recovery of monetary damages. Accordingly, you agree that in the event
of a breach or threatened breach of Paragraphs 5, 6 or 7 hereof, in
addition to and not in lieu of any damages sustained by the Company and
any other remedies which the Company may pursue hereunder or under any
applicable law, the Company shall have the right to equitable relief,
including issuance of a temporary or permanent injunction, by any court
of competent jurisdiction against the commission or continuance of any
such breach or threatened breach, without the necessity of proving any
actual damages or posting of any bond or other surety therefor. In
addition to, and not in limitation of the foregoing, you understand and
confirm that, in the event of a breach or threatened breach of
Paragraphs 5, 6 or 7 hereof, you may be held financially liable to the
Company for any loss suffered by the Company as a result.
9. Severance. If you are discharged within three (3) years
from the date hereof without Cause (as hereinafter defined) or by
reason other than because of your death or incapacity, the Company
shall pay to you (i) for a period of one (1) year, the Base Salary
provided for in Paragraph 2 hereof as such sums become due (or, at the
Company's election, in a lump sum giving effect to the present value of
such payments); and (ii) the bonus (which you understand is entirely
discretionary) in respect only of the fiscal year of the Company in
which such termination occurs (prorated by reference to the number of
days in such fiscal year actually worked by you). For purposes of this
Agreement, the term "Cause" shall have the meaning given to such term
in CII's 1996 Stock Option Plan, as amended.
10. Indemnification. Subject to the succeeding sentence, the
Company shall indemnify, defend and hold you harmless from and against
all losses, claims, damages, liabilities, judgments, fines, penalties,
assessments and costs and expenses incurred (including, without
limitation, reasonable attorneys' fees and disbursements) arising prior
to, on or after the date hereof from your performance of your services
pursuant to this Agreement. Notwithstanding the foregoing, you shall
not be entitled to indemnification pursuant to this Paragraph 10 if a
Court of competent jurisdiction or an administrative body or agency
determines that, in connection with any matter giving rise to
indemnification, you acted in bad faith or dishonestly, or committed an
act for illegal personal gain, except as directed by the Board or a
superior officer (if any), and you did not have any reasonable cause to
believe that you violated any material law, committed an act of wanton
or willful misconduct or gross negligence or that you acted in a manner
beyond the authorized scope of your duties to be performed pursuant to
this Agreement.
11. Preservation of Intent: Should any provision of this
Agreement be determined by a court having jurisdiction in the premises
to be illegal or in conflict with any laws of any state or jurisdiction
or otherwise unenforceable, you and the Company agree that such
provision shall be modified to the extent legally possible so that the
Xx. Xxxx X. Xxxxxx
April 29, 1999
Page 4
intent of this Agreement may be legally carried out and such provision
shall be enforced to the maximum extent.
12. Entire Agreement: This Agreement sets forth the entire and
only agreement or understanding between the parties relating to the
subject matter hereof and supersedes and cancels all previous
agreements, negotiations, correspondence, commitments and
representations in respect thereof among them.
13. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the internal laws of the
State of New York.
14. Employment: Notwithstanding anything contained herein to
the contrary, but subject to the terms and conditions of this
Agreement, you acknowledge that the Company reserves the right to end
its employment relationship with you at any time and for any legal
reason upon thirty (30) days notice to you and, as an "employee
at-will", you may terminate your employment with the Company at any
time and for any legal reason upon thirty (30) days notice to the
Company.
If the foregoing correctly sets forth our understanding,
please sign and return the duplicate copy of this letter which is
enclosed herewith.
Very truly yours,
CARIBINER INTERNATIONAL, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: President
and Chief Executive Officer
AGREED AND ACCEPTED AS OF
THE 29th DAY OF APRIL, 1999.
/s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
