EMPLOYMENT AGREEMENT
Agreement dated as of April 1, 1996 between Total Technology
Solutions, Ltd., a Barbados Corporation ("Company"), with its principal office
at #0 Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, W.I., and Xxxxxxxxxx
Xxxxxxxxxxx, the Executive, (Executive) residing at #000 Xxxxx Xxxxx Xxx,
Xxxxxxxx Shores, Xxxxxx Church, Barbados, W.I.
The parties agree as follows:
1. (a) The Company employs Xxxxxxxxxx Xxxxxxxxxxx as President and
Chief Operating Officer of Total Technology Solutions, Ltd., to carry out the
duties and responsibilities more fully described in Exhibit A and as shall from
time to time be assigned to him by the Company's Board of Directors. The
Executive accepts such employment and agrees to devote his full time and effort
to the business and affairs of the Company.
(b) The term of Executive's employment shall commence on April 1,
1996 and terminate on the fourth anniversary thereof, unless sooner terminated
pursuant to the provisions set forth below in paragraph 2 (the "Term").
Commencing on the fourth anniversary date of this Agreement, and on each
anniversary thereafter, the Term shall automatically be extended for one
additional year unless either party shall have notified the other party prior
to such date that it does not wish to extend the Term.
(c) The Company shall pay the Executive for all services to be
rendered by him to the Company the compensation set forth in Exhibit B, payable
during the Term in accordance with the Company's payroll practices for
executive employees as in effect from time to time, but not less often than
monthly.
(d) During the Term, the Executive shall be entitled to receive
reimbursement in accordance with the Company's established policies and
procedures for all reasonable expenses incurred by him in connection with
performance of his duties hereunder.
2. (a) If, during the Term, the Executive is unable to perform his
duties hereunder on account of illness, accident or other physical or mental
incapacity, shall continue for a period of more than three consecutive months
or four months out of any twelve period, the Company shall have the right, on
two
months written notice (given after such period) to Executive, to terminate this
Agreement. In such event, the Company shall be obligated to pay to Executive,
his base salary for a period of one year following such termination, and shall
have no further obligation to Executive hereunder. However, if prior to the
date specified in such notice, the Executive's illness or incapacity shall have
terminated and he shall all have taken up the performance of his duties
hereunder, the Executive shall be entitled to renew his employment and receive
the compensation payable hereunder as though such notice had not been given.
(b) The Company may terminate the Executive's employment with the
Company and all rights and obligations of the parties hereunder except with
regard to this contract by a one (1) month prior written notice. Upon such
termination Without Cause the Company shall provide Executive with the
following: (i) if such termination Without Cause occurs during the first year
of the Term, the Company shall continue to pay Executive his base salary
hereunder for a period of four years and all benefits that are tied to a
vesting schedule shall immediately vest; (ii) if such termination Without Cause
occurs during the second year of the Term, the Company shall continue to pay
Executive his base salary hereunder for a period of three years and all
benefits that are tied to a vesting schedule shall immediately vest; (iii) if
such termination Without Cause occurs during the third year of the Term, the
Company shall continue to pay Executive his base salary hereunder for a period
of two years and all benefits that are tied to a vesting schedule shall
immediately vest; (iv) if such termination Without Cause occurs during the
fourth year of the Term, the Company shall continue to pay Executive his base
salary hereunder for a period of eighteen months and all benefits that are tied
to a vesting schedule shall immediately vest, and (v) if such termination
occurs at any time after the fourth year of the Term, the Company shall
continue to pay Executive his base salary hereunder for a period of one year
and all benefits that are tied to a vesting schedule shall immediately vest.
Other than the payments set forth in this Section 2(c), the Company shall have
no further obligation to Executive hereunder in the event of a termination
Without Cause.
(c) The Executive may terminate the Executive's employment with the
Company and all rights and obligations of the parties hereunder except with
regard to this contract by a one (1) month prior written notice to the other.
At this time, all PRT stock option benefits that are tied to a vesting schedule
shall immediately vest.
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(d) The Company shall have the right to terminate this Agreement
and Executive's employment by the Company immediately for justifiable Cause,
which is limited to (i) a material breach by Executive of any material
provision of this Agreement, (ii) any act of fraud, misappropriation of funds
or embezzlement by the Executive in connection with his employment thereunder,
and (iii) action by Executive constituting willful malfeasance having a
materially adverse effect on the Company. Upon such termination, the company
shall have no further obligations to Executive hereunder.
3. Executive agrees with the Company that Executive will not during or
after the Term disclose to anyone (except to the extent reasonably necessary
for Executive to perform his duties hereunder) any "confidential information"
as such terms is hereinafter qualified concerning the business or affairs of
the Company which Executive may have acquired in the course of or as incident
to his employment or prior dealings with the Company, including, without
limitation, customer lists, business or trade secrets of, or methods or
techniques used by, the Company or any information concerning its customers.
For purposes of this Section, confidential information shall not include
information which (i) is known to the public prior to the date of communication
thereof by the Executive, (ii) becomes known to the public thereafter or other
than through communications by Executive, or (iii) becomes known to Executive
subsequent to the date of his termination of employment with the Company.
4. (a) Executive acknowledges that his services and responsibilities
are of unique and particular significance to the Company and that his position
with the Company will give him a close knowledge of its policies and trade
secrets. Executive agrees as follows: If prior to the expiration of the Term,
he voluntarily resigns his employment with the Company or the Company
terminates his employment for Cause, Executive will not, directly or
indirectly, on behalf of himself or others, commencing with the date of
termination and ending one year after the termination date, (A) compete
directly or indirectly for any business opportunity that he knew about through
his employment with Company, whether as an officer, director, employee,
partner, investor, or agent of any company, (B) solicit or attempt to solicit
any employee of the Company to terminate his or her employment by the Company,
or (C) induce or attempt to induce any customer or independent contractor of
the Company to terminate its relationship with or to take any action that would
be disadvantageous to the business of, the Company. Notwithstanding the
foregoing, the Executive may own solely as a passive investor up to 5% of the
equity securities of any company which has a class of securities that are
publicly traded.
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(b) Executive acknowledges that the provisions of this Section are
reasonable and necessary for the protection of the Company, and that each
provision and the period of time, geographic areas and types and scope of
restrictions on the activities specified herein are, and are intended to be,
divisible. If any provision of this Section, including any sentence or part
hereof, shall be deemed contrary to law or invalid on unenforceable in any
respect by a court of competent jurisdiction, the remaining provisions shall
not be affected, but shall, subject to the discretion of such court, remain in
full force and effect and any invalid and unenforceable provisions shall be
deemed, without further action on the part of the parties hereto, modified and
limited to the extent necessary to render this valid and enforceable. The
parties acknowledge that the Company shall be entitled to all remedies provided
for at last or in equity, including without limitation, an injunction to
enforce the provisions of this Section. This Section shall not be the exclusive
remedy available to the Company in the event of breach of this Agreement and
the rights and remedies provided for in this Section shall be in addition to
any other rights and remedies available to the Company.
5. Executive represents and warrants to the Company that he is not
under any obligation of a contractual or other nature to any person, firm or
corporation other than the Company which would be inconsistent or in conflict
with this Agreement at the time Executive works on a full time basis with the
Company.
6. (a) This Agreement contains the entire agreement between the
parties hereto, supersedes and nullifies all prior understandings, promises and
undertakings, if any, made orally or in writing by or on behalf of the parties
with respect to the subject matter hereof, and may not be modified or
terminated orally. This Agreement shall be construed and governed in accordance
with the laws of the State of New York.
(b) This Agreement shall be binding upon and inure to the benefit
of the Company and its successors and assigns and the Executive and his heirs,
executors, administrators and legal representatives, but no right or
responsibility the Executive hereunder may be assigned, pledged or encumbered
by him without the written consent of the Company.
(c) Any notice referred to herein shall be sufficient if furnished
in writing, and delivered in person or mailed by overnight courier or certified
mail (return receipt requested) to the respective parties at his address set
forth
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above or such other address as either party from time to time shall designate
in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the data first written.
PRT GROUP INC.
BY: /s/ XXXXX XXXXXX /s/ XXXXXXXXX XXXXXXXXXXX
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Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxx
Member, Board of Directors Executive
Witnessed by:
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