Canterbury Consulting Group, Inc.
EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT entered into as of this first day of June 2001, by and
between, CANTERBURY CONSULTING GROUP, INC. ("Employer" or "CCG"), a
Pennsylvania corporation with offices at 1600 Medford Plaza, 000 Xxxxx 00,
Xxxxxxx, Xxx Xxxxxx 00000, and XXXXXXX X. XXXXX ("Employee" or "SMP") of 00
Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000.
W I T N E S S E T H:
WHEREAS, CCG desires to employ SMP and Employee desires to accept employment by
CCG all on the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual promises and undertakings
hereinafter provided, the parties hereto agree as follows:
1. Employment
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CCG hereby employs SMP and Employee hereby accepts employment by CCG
effective as of June 1, 2001, upon the terms and conditions hereinafter set
forth. This Agreement supercedes and replaces the Employment Agreement
currently in place including the bonus opportunity which was to be payable
through December 1, 2003. The place of Employee's employment shall be
CCG's offices in Medford, New Jersey or Employee's home office at 00
Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000.
2. Term
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The term of Employee's employment hereunder shall be for a period of five
(5) years commencing on June 1, 2001 and expiring at the close of business
on the thirtieth-first (31) day of May 2006 unless sooner terminated in
accordance with the termination provisions of Section 9 hereof.
3. Duties
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3.1.a. Advisor to CCG's President with respect to subsidiary and corporate
budgets, and business plans, general business planning, and daily
issues upon which the President wishes to seek employee's opinions,
ideas or direct involvement.
3.1.b. The overview of all acquisitions, including the search,
negotiation, preparation of Letters of Intent, and review of due
diligence, including interface with owners and management, as well
as interface with CCG's attorney, and review of legal documents.
3.1.c. Overview of all equity financings, including search, negotiations,
term sheets, due diligence, interface with investment bankers, and
CCG's attorney, and legal documents.
3.1.d. Direct responsibility for the planning and implementation of
litigation either by CCG as plaintiff or as defendant, and
interface with CCG's attorney.
3.1.e. The planning and overview of all financial public relations
including press releases, interface with firms retained to provide
such services.
3.1.f. Interface with the Securities Exchange Commission, Nasdaq or other
governmental agencies.
3.1.g. Overview of alliances with other companies, including involvement
when required with the executive management of those companies.
3.2. Employee agrees, during the term of his employment under this
Agreement, to devote his best efforts to the business of CCG and its
affiliates and will continue to expend the equivalent number of hours
as he has committed in the last several years.
4. Compensation
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As compensation for all of the services performed by Employee in connection
with his employment by CCG Employee shall receive an annual salary of two
hundred forty-five thousand dollars ($245,000) with annual cost of living
increases tied to a nationally recognized index, as set forth by the Board
of Directors from time to time.
4.1. CCG shall provide Employee with all the other benefits provided by CCG,
or to be provided by CCG in the future to all other employees and/or
officers, including but not limited to pension plans; profit sharing
plans; retirement plans; group health; group dental; stock options and
all other benefits which CCG may provide for him or its employees
generally.
5. Business Expenses
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Employee is authorized to incur, and CCG shall pay and reimburse him for,
all reasonable and necessary business expenses incurred in the performance
of his duties hereunder including reasonable expenses for entertainment,
travel and other items in accordance with guidelines adopted by the Board.
CCG will pay and reimburse Employee for all such reasonable expenses upon
the presentation by Employee, from time to time, of an itemized account of
such expenditures and appropriate documentation thereof as evidence that
such expenses have been incurred.
6. Vacation
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In addition to the usual national public holidays, Employee shall be
entitled to a vacation of four (4) weeks during each year during which time
he shall be remunerated in full. Any vacation time up to a maximum of two
(2) weeks which is not used in one year may be carried over to succeeding
years. However, in no event, may any such vacation exceed any continuous
two-week period.
7. Sickness
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Employee shall receive his usual rate of remuneration in respect of any
period when he is absent from work due to sickness, disability or injury
for a period of up to six (6) months in any continuous period of three
hundred sixty-five (365) days. Any payment thereafter shall be at the
discretion of the Board of Directors of CCG.
8. Covenants
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Employee hereby agrees not to compete with CCG or any of its subsidiaries
in any competing business of any kind during his employment and for a
period of three (3) years after employment with CCG has terminated.
9. Termination
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9.1. Employee's employment hereunder shall terminate upon the occurrence of
any of the following events:
9.1.a. the death of the Employee;
9.1.b. if in the reasonable judgement of the Board, Employee is or shall
be unable to discharge properly his obligations hereunder through
illness, disability or accident for six (6) consecutive months or
for period aggregating eight (8) months in any continuous twelve
(12) months;
9.1.c. if Employee is convicted of a felony (except to the extent that the
charge arises from an act taken at the Board's direction);
9.1.d. if Employee is grossly negligent or guilty of willful misconduct in
connection with the performance of his duties, which negligence or
misconduct, if curable, is not cured within fifteen (15) days of a
notice to cure by the Board.
9.2. In the case of 9.1.a., a severance payment shall be made to the
representative of Employee's estate, of one (1) year's annual salary,
including payment for any accrued vacation time. This payment shall be
made in accordance with CCG's payroll schedule.
9.3. In the case of 9.1.c. and/or 9.1.d. this Agreement and Employee's
employment hereunder shall be deemed to have terminated at the end of
the calendar month in which such determination shall have been made, and
CCG shall pay to Employee such remuneration, including payment for an
accrued vacation time, and reimbursement of all expenses incurred under
Section 5, and owing to Employee at the date of termination of his
employment. Upon making such payment, CCG shall be released and
discharged from, and Employee shall have no claim for, any further
compensation or reimbursement under this Agreement.
10. Miscellaneous
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10.1. This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey.
10.2. All notices, requests, demands or other communications from either party
hereto to the other pursuant to this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally, or
upon its mailing by registered or certified mail, return receipt
requested, postage prepaid, at such other party's last known address.
10.3. This Agreement is a personal service contract intended to secure the
personal services of Employee, and Employee hereby agrees that none of
his rights, obligations or duties under this Agreement shall be
assigned, subcontracted or in any way transferred by him to any other
party without the prior written consent of CCG.
10.4. If any provision of this Agreement is invalidated for any reason
whatsoever, this Agreement shall remain binding between the parties
and in full force and effect except for such invalidated provision.
10.5. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, legal
representatives and assigns.
10.6. Except as waived in writing by a party hereto, no action taken
pursuant to this Agreement or failure to pursue the enforcement of any
right pursuant to this Agreement shall be deemed to constitute a
waiver by such party of compliance with any covenants or promises
contained herein. The waiver by either party hereto of a breach of
any provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach.
10.7. As used herein, the term "affiliate" means any person or entity
controlling, controlled by or under common control with the Companies.
10.8. This Agreement shall extend to and be binding upon Employee, his heirs
and distributees, and upon CCG, its successors and assigns.
10.9. The waiver or beach of any term or condition of this Agreement shall
not be deemed to be a waiver or breach of the same or any other term
or condition.
10.10. This instrument contains the entire Agreement and understanding of the
parties relating to the subject matter hereof, and the parties hereto
have made no agreements, representations or warranties, oral or
written, relating to the subject matter of this Agreement which are
not set forth herein. This Agreement may be modified, amended,
changed or discharged only by a writing signed by the party against
whom enforcement of any such modification, amendment, change or
discharge is sought. The Agreement supersedes all prior agreements
and understandings, whether written or oral, regarding Employee's
employment by CCG in any capacity whatsoever.
IN WITNESS WHEREOF, CCG has caused this Agreement to be executed by its Board
of Directors and Officers hereunto duly authorized and its corporate seal to be
hereto affixed, and Employee has hereunto set his hand and seal, all as of the
day and year first written above.
ATTEST: Canterbury Consulting Group, Inc.
/s/Xxxx X. Xxxxx /s/Xxxxx X. XxXxxxxx
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Xxxx X. Xxxxx, Secretary By: Xxxxx X. XxXxxxxx, President
(Seal)
/s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Employee
