Exhibit 10.07(a)
THE HUNTER GROUP, INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective this 1st day of January, 1989,
by and between The Hunter Group, Inc. ("HUNTER"), a Maryland corporation with
offices in Baltimore, Maryland; Boston, Massachusetts; San Francisco,
California; Chicago, Illinois; Los Angeles, California; Toronto, Canada; and
New York, New York; and Xxxxx X. Xxxxxx ("EMPLOYEE"), who resides at 000
Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000.
WITNESSETH
WHEREAS, HUNTER is engaged in consulting and systems development,
research, design, formulation, manufacture, marketing, distribution,
licensing and sale of a variety of products and services, generally relating
to Human Resources administration, including, but not limited to, employee
benefits, equal employment opportunity, applicant and resume tracking,
succession planning, suggestion awards, compensation, pension, stock options,
employee relations, training, health and safety, and payroll software
systems, and now has and expects to develop confidential information relating
thereto; and
WHEREAS, EMPLOYEE is highly skilled in the technical, functional and
marketing fields in which HUNTER is engaged.
WHEREAS, HUNTER desires to utilize the services of EMPLOYEE as project
manager, systems designer, consultant, etc., and EMPLOYEE desires to offer
his/her services to HUNTER, and as a result of the rendering of such
services, EMPLOYEE may have access to confidential information and may
further contribute thereto;
NOW, THEREFORE, HUNTER and EMPLOYEE hereby agree as follows:
1. Services. EMPLOYEE agrees to perform for HUNTER such duties which are
consistent with EMPLOYEE's background, skills and job responsibilities as
shall be reasonably assigned to him/her from time to time by HUNTER.
2. Compensation. EMPLOYEE shall be entitled to the compensation and
benefits described in the Offer Letter, a copy of which is attached hereto as
"Exhibit A".
3. Use of Name. EMPLOYEE agrees to allow XXXXXX to use his/her name, and a
summary of his/her experience and qualifications, in any business plan,
presentation or sales or marketing efforts prepared by HUNTER in the course
of its business during EMPLOYEE's period of employment. Upon EMPLOYEE's
request, HUNTER shall review any summary of EMPLOYEE's experience and
qualifications for form and accuracy prior to HUNTER's use of such summary.
4. EMPLOYEE's Authority to Bind the Corporation. EMPLOYEE shall not at any
time pledge the credit of HUNTER, nor enter into any contract or agreement on
behalf of HUNTER without its prior written consent.
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5. Term. EMPLOYEE's employment may be terminated upon not less than two
(2) weeks' written notice by either party; provided, however, that all of the
terms and conditions intended to survive the termination of EMPLOYEE's
employment shall remain in full force and effect.
(a) Introductory Period. Notwithstanding anything to the contrary
contained herein and in addition to the rights set forth in subsection (d),
HUNTER may terminate EMPLOYEE's employment for any reason at any time during
the first three (3) months of EMPLOYEE's employment upon not less than one
(1) week's notice or payment of one (1) week's base salary in lieu thereof.
(b) Termination for Cause. Notwithstanding anything to the contrary
herein, HUNTER shall be entitled to terminate EMPLOYEE's employment without
prior notice for cause, including but not limited to EMPLOYEE's misfeasance,
malfeasance, insubordination, breach of law or fiduciary duty, or any of the
other terms or conditions of his/her employment with HUNTER, including any
expressed or implied representations or warranties made by EMPLOYEE in
connection with his/her employment.
(c) Severance Entitlement. In the event HUNTER terminates this
Agreement after the introductory period defined in subsection (a) for any
reason other than EMPLOYEE's termination for cause as defined in subsection
(b), EMPLOYEE shall be entitled to two (2) weeks of base salary as severance
for each six (6) months of completed service. In no event shall the severance
entitlement exceed four (4) weeks of base salary.
(d) Payments at Termination. HUNTER agrees to pay any severance to
which EMPLOYEE is entitled, along with any accrued payments for incentive
bonuses, commissions, and unused leave entitlements according to HUNTER's
policies then in effect, or expressly agreed with EMPLOYEE, at the later of
the date of termination and the date when all HUNTER property as listed in
paragraph 13 is returned, and all outstanding travel or other expense reports
have been returned, and debts paid by EMPLOYEE.
6. Rights to Work Product. With respect to any work product which is
conceived or produced by EMPLOYEE during the term of his/her employment or
with the use or assistance of HUNTER's facilities, materials, or personnel,
HUNTER shall own all rights, title and interest to such work product, and such
product shall be considered as "work made for hire", unless otherwise agreed
in writing by the parties.
7. Protection of Trade Secrets and Confidential Information. EMPLOYEE
hereby acknowledges that during the term of his/her employment, he/she will
acquire access to confidential information and trade secrets belonging to
HUNTER or HUNTER's clients or third parties. Such confidential information
and trade secrets shall be kept in absolute confidence both during and after
the termination of EMPLOYEE's employment. For the purpose of this paragraph
7, the term "trade secrets and confidential information" shall mean any
information not generally known in the relevant trade or business, which was
obtained from HUNTER or its clients or which was learned, discovered,
conceived, originated or prepared as a result of the performance of any
services on behalf of HUNTER; including but not limited to information
relating to existing or contemplated products, services, technology, designs,
processes or formulae and information relating to business plans, customer
lists, customer requirements or supplier information. EMPLOYEE agrees that
he/she will not, at any time, disclose to others, use for his/her own benefit
or otherwise appropriate or copy any such confidential information or trade
secrets, whether or not developed by EMPLOYEE, except as required in
EMPLOYEE's duties to HUNTER;
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provided, however, that the foregoing shall not apply to any information (i)
that is generally available to the public on the date hereof or that
hereafter becomes generally available to the public through no breach of this
paragraph 7 by EMPLOYEE, (ii) obtained by EMPLOYEE from a third party having
the right to disclose such information, (iii) known by EMPLOYEE prior to its
disclosure by HUNTER or (iv) required by law, governmental order or decree to
be disclosed by EMPLOYEE.
8. Procedures for Preserving Confidentiality of Tangible and Intangible Items.
EMPLOYEE agrees to comply with any and all reasonable procedures which HUNTER
may adopt from time to time to preserve the confidentiality of any
confidential information or trade secrets. Certain materials will be affixed
with a legend indicating their confidential nature. However, the absence of
any such legend on any item containing or relating to confidential
information will not give rise to any inference that the information
contained therein or derived therefrom is not confidential information.
9. Covenant Not to Employ. During the period of employment, and for a
period of one (1) year after the period of employment, EMPLOYEE agrees that
he/she will not employ or solicit the employment of any HUNTER employee or
any of HUNTER's consultants, subcontractors or independent contractors.
Nothing herein shall be construed to phohibit EMPLOYEE from soliciting or
employing any HUNTER employee, consultant, subcontractor or independent
contractor who was terminated by HUNTER for economic or budgetary reduction
purposes.
10. Covenant Not to Solicit.
(a) During the period of employment, and for a one (1) year period
thereafter, EMPLOYEE agrees that he/she will not render, directly or
indirectly, any services of an advisory or consulting nature similar in
character to those offered by HUNTER, whether as an employee or otherwise, to
any business which is a client or active prospect of HUNTER. The provisions
of this paragraph 10.(a) shall not apply where EMPLOYEE was terminated by
HUNTER for economic or budgetary reduction purposes.
(b) During the period of employment, and for a one (1) year period
thereafter, EMPLOYEE agrees that he/she will not contact any clients or
active prospects of HUNTER for the purposes of soliciting, selling, or both,
to any of said clients or active prospects any products or services similar
to the products or services of HUNTER; nor will he/she in any way directly or
indirectly, for himself/herself or in behalf of, or in conjunction with any
other person, persons, firm, partnership, corporation, or company, solicit,
divert, or take away any such clients or active prospects of HUNTER.
(c) For purposes of paragraphs 10.(a) and 10.(b), active prospects are
defined as those persons, firms, or corporations with whom HUNTER is, or has
been actively engaged in the solicitation or negotiation of business
opportunities at any time during the one (1) year period preceding the
termination of employment.
11. Noncompetition Agreement.
(a) During the term of his/her employment, and for a period of one (1)
year after the date of its termination, EMPLOYEE agrees that he/she will not
render, directly or indirectly, any services of an advisory or consulting
nature, whether as an employee or otherwise, to any business which is a
competitor of HUNTER.
(b) During the term of this Agreement, and for a period of one (1) year
thereafter, EMPLOYEE agrees that he/she will not, either alone or as a member
of a partnership or joint venture, as a beneficiary or a trust, or as an
officer, director, stockholder or investor
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of or in any other corporation or enterprise, or otherwise (except as an
investor in securities publicly held and listed on a national securities
exchange) be engaged in the ownership or management of any business or
activity which is a competitor of HUNTER.
(c) The provisions of this paragraph 11 shall not apply where EMPLOYEE
was terminated by HUNTER for economic or budgetary reduction purposes.
12. Business Opportunities. EMPLOYEE acknowledges that all business
opportunities generated by HUNTER shall belong to HUNTER. In the event of a
breach of this paragraph 12, EMPLOYEE shall be liable to HUNTER for 100% of
the gross revenues of any business obtained as a result of such a breach and
shall not be entitled to any compensation or remuneration in any form from
HUNTER.
13. Duty Upon Termination of Employment.
(a) Upon termination of his/her employment with HUNTER for any reason,
EMPLOYEE agrees to deliver to HUNTER all keys, motor vehicles, computer
hardware, peripherals, software, telephones, writings, designs, documents,
records, data, memoranda, computer source code and object code listings, file
layouts, record layouts, system design information, models, manuals,
documentation, notes, and other materials of any nature which are in his/her
possession or control as a result of his/her employment by HUNTER.
(b) EMPLOYEE further agrees to retain in the strictest confidence any
confidential information or trade secrets he/she learned during his/her term
of association unless and until such information has been made generally
available to the trade other than by breach of this Agreement.
14. Other Agreements. EMPLOYEE represents and warrants that his/her signing
of this Agreement and the performance of his/her services hereunder is not
and will not be knowingly in violation of any other contract, agreement or
understanding to which he/she is a party.
15. Assignment. This Agreement may not be assigned or transferred in whole
or in part without the prior written consent of the parties.
16. Right to Injunctive Relief. EMPLOYEE's strict compliance with the
provisions of paragraphs 6 through 13 hereof is necessary to preserve and
protect the goodwill and proprietary rights of HUNTER as a going concern and
to prevent persons, firms, joint ventures, partnerships, corporations,
institutions, and enterprises engaged in businesses and activities which are
competitive with the businesses and activities conducted or carried on by
HUNTER from obtaining an unfair competitive advantage over HUNTER. Any
failure by EMPLOYEE to comply with the provisions of such paragraphs will
result in irreparable and continuing damage to HUNTER for which there will be
no adequate remedy at law. In the event that EMPLOYEE fails to comply with
the provisions of such paragraphs, HUNTER shall be entitled to injunctive
relief and to such other and further relief as may be necessary or
appropriate to cause EMPLOYEE to comply with his/her duties and obligations
under such paragraphs.
17. Severability. In case it be determined by a court of competent
jurisdiction that any provision herein contained is illegal or unenforceable,
such determination shall solely affect such provision and shall not impair
the remaining provisions of this Agreement.
18. Plurals; Gender. Any word in the text of this Agreement shall be read
as the singular or plural and as the masculine, feminine or neuter gender as
may be appropriate under the circumstances then existing.
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19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
20. Entire Agreement. The parties have read this Agreement and agree to be
bound by its terms, and further agree that it constitutes the complete and
exclusive statement of the Agreement between them which supersedes all
proposals, oral or written, and all other communications between them
relating to the subject matter of this Agreement. This Agreement shall not be
amended except in a writing executed by both parties.
21. Notices. Except as otherwise provided herein, notices, payments, or any
other communication provided for herein shall be deemed to be given when
mailed first class mail, addressed to HUNTER as follows:
The Hunter Group, Inc.
00 Xxxx Xxxxx Xxxxxx
Xxxxx 0X
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxxx X. Xxxxxxxxx
And to EMPLOYEE as follows:
Xxxxx X. Xxxxxx
000 Xxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Executed under seal this 1st day of January, 1989.
WITNESS: THE HUNTER GROUP, INC.
/s/ Xxxxx X. Swalon By: /s/ Xxxxxx X. Xxxxxxxxx (SEAL)
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Xxxxxx X. Xxxxxxxxx,
Senior Vice President
Executed under seal this 1st day of January, 1989.
WITNESS: Xxxxx X. Xxxxxx
/s/ X.X. Xxxxxx /s/ Xxxxx X. Xxxxxx (SEAL)
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