EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
this 1st day of October, 2001, by and between A. XXXXXXX XXXXXXX, an individual
resident of the State of Virginia ("Employee"), and AHL SERVICES, INC., a
Georgia corporation (the "Employer").
W I T N E S S E T H:
WHEREAS, Employer desires to employ Employee, and Employee desires to
be employed by Employer, on the terms and conditions hereinafter set forth,
effective as of October 1, 2001 (the "Effective Date");
NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:
Section 1 Employment.
Subject to the terms hereof, the Employer hereby employs
Employee, and Employee hereby accepts such employment. Employee will serve as
Chief Executive Officer of Employer and shall report to the Chairman of the
Board of Directors of Employer. Employee shall be elected as a Director of
Employer as of the Effective Date, and the Board of Directors of Employer (the
"Board of Directors") will nominate Employee for re-election to the Board of
Directors at each annual meeting of shareholders during the Term. Employee
agrees to devote his full business time and best efforts to the performance of
the duties that Employer may assign Employee from time to time; provided that
Employee shall be permitted to engage in civic and charitable activities and to
serve as a passive outside director on not more than three (3) boards of
directors, so long as such activities do not interfere with Employee's duties to
Employer.
Section 2 Term of Employment.
The term of Employee's employment hereunder (the "Term") shall
be from the Effective Date until the earlier of (a) the fourth anniversary of
the Effective Date, unless extended by mutual agreement of the parties, or (b)
the occurrence of any of the following events:
(i) The death or total disability of Employee (total disability
meaning the failure to fully perform his normal required
services hereunder for a period of three (3) months during any
consecutive twelve (12) month period during the term hereof by
reason of mental or physical disability);
(ii) The termination of this Agreement by Employer of Employee's
employment hereunder, upon prior written notice to Employee,
for "good cause." For purposes of this Agreement, "good cause"
for termination of Employee's employment shall exist (A) if
Employee is convicted of, pleads guilty to, or confesses to
any felony or any criminal act of fraud, misappropriation or
embezzlement, (B) if Employee has engaged in a dishonest act
that results in material damage or prejudice to Employer, (C)
if Employee fails to comply with the terms of this Agreement,
and, within thirty (30) days after written notice from
Employer of such failure, Employee has not corrected such
failure or, having once received such notice of failure and
having so corrected such failure, Employee at any time
thereafter again so fails in any substantial and material
respect, or (D) if Employee violates any of the provisions
contained in Sections 5 of this Agreement. Prior to any
termination of Employee by Employer for "good reason,"
Employee shall be provided reasonable written notice of the
detailed grounds therefor and an opportunity to be heard by
Employer's Board of Directors with counsel present;
(iii) The termination of this Agreement by Employee of Employee's
employment hereunder, upon prior written notice to Employer,
for "good reason." For purposes of this Agreement, "good
reason" for termination by Employee shall exist if (A) the
principal business office of Employee is moved by Employer to
a location other than Alexandria or Arlington, Virginia, (B)
the Board of Directors removes Employee from the office of
Chief Executive Officer of Employee; (C) at the written
direction of the Board of Directors, Employee is required,
without his consent, to travel for business purposes more than
an average of three (3) days per week (based upon an average
number of days traveled per week over any twelve (12)
consecutive month period); provided, however, that, unless
such travel shall be required at the express written direction
of the Board of Directors, Employee shall have first given
Employer's Board of Directors at least thirty (30) days
written notice of the fact that Employee is being required to
travel more than an average of three (3) days per week, and
the Board of Directors shall not have notified Employee in
writing within fifteen (15) days thereafter that Employee's
business travel shall thereafter be reduced so that it will
not exceed an average of three (3) days per week; or (D)
Employee is not both nominated and elected to serve as a
director of Employer at any time during the Term; or
(iv) The termination of this Agreement by either party upon at
least ninety (90) days prior written notice, or upon such
shorter notice as shall be mutually agreed between Employer
and Employee.
Section 3 Compensation.
3.1 Term of Employment. Employer will provide Employee
with the following salary, expense reimbursement and additional employee
benefits during the term of employment hereunder:
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(a) Salary. Employee will be paid a salary (the
"Salary") of no less than Four Hundred
Thousand Dollars ($400,000.00) per annum,
less deductions and withholdings required by
applicable law. The Salary shall be paid to
Employee in equal monthly installments (or
on such more frequent basis as other
executives of Employer are compensated). The
Salary shall be reviewed by the Board of
Directors of Employer on at least an annual
basis.
(b) Bonus. Employee will be entitled to an
annual bonus (the "Bonus") of up to 50% of
Salary, which Bonus shall be dependent upon
Employer's financial performance versus
budget and achievement of personal
objectives established for Employee by
Employer. The Bonus shall be paid promptly
upon the availability of annual audited
financial results (which is expected to
occur in March of each year).
(c) Car Allowance. Employee shall receive a car
allowance of Seven Hundred Dollars ($700)
per month.
(d) Expenses. Employer shall reimburse Employee
for all reasonable and necessary expenses
incurred by Employee at the request of and
on behalf of Employer.
(e) Benefit Plans. Employee may participate in
such medical, dental, disability,
hospitalization, life insurance and other
benefit plans (such as pension and profit
sharing plans) as Employer maintains from
time to time for the benefit of other senior
executives of Employer, on the terms and
subject to the conditions set forth in such
plans.
3.2 Effect of Termination.
(a) Except as hereinafter provided, upon the
termination of the employment of Employee
hereunder for any reason, Employee shall be
entitled to all compensation and benefits
earned or accrued under Section 3.1 as of
the effective date of termination (the
"Termination Date"), but from and after the
Termination Date no additional compensation
or benefits shall be earned by Employee
hereunder except as specified herein.
Employee shall be deemed to have earned any
Bonus payable with respect to the calendar
year in which the Termination Date occurs on
a prorated basis (based on the number of
days in such calendar year through and
including the Termination Date divided by
365). Any such Bonus shall be payable on the
date on which the Bonus would have been paid
had Employee continued his employment
hereunder.
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(b) If Employee's employment hereunder is
terminated by Employee pursuant to Section
2(b)(iii) hereof, or by Employer pursuant to
Section 2(b)(iv) hereof, then, in addition
to any other amount payable hereunder,
Employee shall be entitled to the following:
(i) If such termination occurs on or
before the second anniversary of
the Effective Date (the "Second
Anniversary"), Employer shall pay
Employee a severance payment equal
to two (2) times the Salary in
effect as of the Termination Date.
Such severance payment shall be
paid to Employee in twenty-four
(24) equal consecutive monthly
payments commencing in the first
calendar month following the
Termination Date;
(ii) If such termination occurs after
the Second Anniversary, Employer
shall continue to pay Employee the
Salary and Bonus in accordance with
Section 3.1(a) and Section 3.1(b)
hereof until the fourth anniversary
of the Effective Date (the "Fourth
Anniversary"); and
(iii) The Stock Options (as hereinafter
defined ) granted to Employee
pursuant to Section 4 hereof shall
be governed in accordance with
Section 4.2 hereof upon termination
of Employee's employment.
3.3 Change of Control or Going Private Transaction.
(a) Upon a Change of Control (as hereinafter
defined ) during the Term or the
consummation of a Going Private Transaction
(as hereinafter defined) during the Term,
Employee shall be entitled to receive a
lump-sum payment, within thirty (30) days of
such Change of Control or Going Private
Transaction, as the case may be, of Two
Million Five Hundred Thousand Dollars
($2,500,000) (the "Liquidity Bonus").
Notwithstanding the immediately preceding
sentence, the Liquidity Bonus shall be
reduced on a dollar-for-dollar basis to the
extent that Employee has realized total
compensation (including base salary,
bonuses, and amounts realized from Stock
Option exercises) in excess of $4 million
per year on a prorated basis during the time
period commencing on the Effective Date and
ending on the date (the "Operative Date")
that the Change of Control or Going Private
Transaction is consummated. For the purposes
of this Section 3.3, Employee shall be
deemed to have exercised all Stock Options
(not previously exercised) as of the
Operative Date at the Market Price (as
hereinafter defined ) and to have realized
any gains which would have resulted from
such exercise.
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(b) A "Change of Control" shall be deemed to
have occurred if (i) any person or any two
or more persons acting as a group (exclusive
of Xxxxx X. Xxxxxxxxxxx, Xx.), and all
affiliates of such person or persons (a
"Group"), who prior to such time owned less
than 50% of the then outstanding shares of
capital stock of Employer, shall acquire (or
acquire the unrestricted right to vote)
shares of capital stock of Employer in one
or more transactions or series of
transactions, and after such transaction or
transactions such person or group and
affiliates beneficially own (or have the
unrestricted right to vote) 50% or more of
Employer's shares of capital stock, (ii)
Employer shall sell all or substantially all
of its assets to any Group which,
immediately prior to the time if such
transaction, owned less than 50% of the
shares of capital stock of Employer, (iii)
Employer shall merge with or consolidate
into any Group which, immediately prior to
the time of such transaction, owned less
than 50% of the shares of capital stock of
Employer, and shall not be the surviving
entity of such merger or consolidation or
(iv) the shareholders have not approved the
grant of the Second Options (as hereinafter
defined ) pursuant to Section 4.1(a)(ii)
hereof as of the first anniversary of the
Effective Date. A "Going Private
Transaction" is a transaction in which (or
an event upon the occurrence of which), upon
consummation, Employer ceases to exist as a
public company. The "Market Price" per
share, in the event of a Change of Control
or a Going Private Transaction, shall be
determined as follows: (i) if the
consideration paid in connection with the
Change of Control or Going Private
Transaction is in cash, the cash price paid
per share to the holders of Employer's
common stock, or (ii) if the consideration
paid in connection with the Change of
Control or Going Private Transaction is in
securities, the average of the closing price
of such security for the twenty (20) trading
days immediately preceding the Operative
Date, multiplied by the number of such
securities paid per share to the holders of
Employer's common stock.
Section 4 Stock Options.
4.1 Grant of Stock Options. In order to more closely
align Employee's interests with those of Employer's shareholders, Employee will
be granted stock options pursuant to AHL's 1997 Stock Incentive Plan, as amended
(the "Plan") as follows:
(a) Stock Option Grant.
(i) Effective as of October 1, 2001
(the "Grant Date"), Employee is
hereby granted stock options to
purchase 250,000 shares of common
stock of Employer at an
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exercise price of $6.34 per share
(the "First Options"). The First
Options will become exercisable on
the Grant Date.
(ii) Effective as of the Grant Date, and
subject to approval by Employer's
shareholders, Employee is hereby
granted stock options to purchase
950,000 shares of common stock of
Employer at an exercise price of
$6.34 per share (the "Second
Options", and together with the
First Options, the "Stock
Options"). The Second Options shall
become exercisable in accordance
with the following vesting
schedule: (A) 50,000 shares will
become exercisable on the Grant
Date and (B) 225,000 shares will
become exercisable on each of the
first, second, third and fourth
anniversaries of the Grant Date.
Employer shall seek shareholder
approval of the Second Options
granted to Employee hereunder at
the next annual meeting of
shareholders, which shall be held
on or before June 30, 2002.
(iii) The Stock Options granted under
this Section 4.1(a) will expire ten
years from the Grant Date, except
as otherwise provided in Section
4.2.
(b) Accelerated Vesting. The Stock Options
granted to Employee pursuant to this
Agreement will become fully exercisable if
Employer undergoes a Change of Control or
consummates a Going Private Transaction, as
such terms are defined in Section 3.3
hereof.
(c) Stock Splits and Recapitalization. The
number of shares of common stock issuable
upon exercise of the Stock Options granted
to Employee by Employer and the exercise
price of such options shall be automatically
adjusted to reflect any change in the
capitalization of Employer, including, but
not limited to, such changes as stock
dividends, stock splits, recapitalizations
or extraordinary distributions or dividend
on its shares to compensate Employee for the
economic effect thereof. If any adjustment
under this Section would create the right of
Employee to acquire a fractional share of
stock, such fractional share shall be
disregarded and the number of shares of
common stock subject to the options shall be
the next lower number of whole shares of
common stock, rounding all fractions
downward.
4.2 Termination of Employment. The grant of Stock Options
to Employee by Employer shall not restrict or in any manner affect Employer's
right to terminate the employment of Employee at any time, with or without
cause, as herein provided.
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(a) In the case of a termination pursuant to
Section 2(b)(i), the Stock Options granted
to Employee by Employer prior to such
termination shall immediately become
exercisable on such termination. The Stock
Options will expire in accordance with their
respective scheduled expiration dates.
(b) Upon the death of Employee, any Stock
Options which Employee would otherwise be
entitled to exercise may be exercised by his
personal representatives or heirs, as
applicable.
(c) If Employee's employment is terminated by
Employee pursuant to Section 2(b)(iii), or
by Employer pursuant to Section 2(b)(iv),
any Stock Options scheduled to vest within
one year of the Termination Date will be
accelerated and will be immediately
exercisable as of the Termination Date.
Within ninety (90) days following such
Termination Date, Employer shall purchase
from Employee (except to the extent that
such purchase would be in violation of any
then applicable loan agreements of Employer,
in which case Employer shall use its
reasonable best efforts to obtain approval
of such purchase as promptly as possible and
Employer shall, in any event, fulfill any
remaining purchase obligations hereunder as
soon as it may do so without violating such
loan agreements), or, at Employer's
election, subject to compliance with all
applicable securities laws, arrange for a
third party to purchase from Employee, any
exercisable Stock Options held by Employee
as of the Termination Date having a "fair
market value" (as defined herein) greater
than the exercise price of such option. The
per share purchase price for such Stock
Options to be paid by Employer to Employee
shall be equal to (i) the "fair market
value" per share, which is the average of
the closing price of Employer's common stock
for the twenty (20) trading days immediately
preceding the Termination Date, less (ii)
the exercise price of such option. Employer
shall have no obligation to purchase any
Stock Option having a fair market value
which is not greater than the exercise price
of such option. Notwithstanding anything
herein to the contrary, with respect to any
Stock Options which Employer is obligated to
purchase under this Section 4.2(c) but
which, due to restrictions in then
applicable loan agreements, Employer has not
fulfilled its purchase obligations
hereunder, the time period for Employee to
exercise those Stock Options shall be
extended until such time as Employer has
fulfilled its purchase obligations hereunder
with respect to those Stock Options.
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(d) If Employee's employment is terminated by
Employer pursuant to Section 2(b)(ii), or by
Employee pursuant to Section 2(b)(iv), the
Stock Options which are exercisable as of
the Termination Date shall be exercisable
for a period of one year after such
termination. After such one year period, all
unexercised Stock Options will expire.
4.3 Exercise. The First Options may be exercised by
Employee upon five business days' written notice of exercise to Employer,
specifying the number of shares to be purchased and the total purchase price,
accompanied by a check to the order of Employer, in the payment of such price.
At any time following shareholder approval of the Second Options, the Second
Options may be exercised by Employee upon five business days' written notice of
exercise to Employer, specifying the number of shares to be purchased and the
total purchase price, accompanied by a check to the order of Employer, in the
payment of such price. The exercise price of Stock Options shall be payable in
cash only. If Employer is required to withhold on account of any present or
future tax imposed as result of any Stock Option exercise, the notice of
exercise shall be accompanied by a check to the order of Employer for payment of
the amount of such withholding (or by such other form of payment as shall be
permitted under the Plan). Employee agrees to enter into any appropriate
agreement or deliver any appropriate certificate or other such document that
Employer may reasonably request in connection with the exercise of any Stock
Options to ensure that the exercise complies with all applicable securities
laws.
4.4 Nontransferable. No Stock Option granted by Employer
to Employee shall be transferable by Employee other than by will or by the laws
of descent and distribution and other than as provided in Section 4.2(c), and
such options shall be exercisable during Employee's lifetime only by Employee.
The Stock Options shall not be otherwise transferred, assigned, pledged,
hypothecated or disposed of in any way, whether by operation of law or
otherwise.
4.5 Securities Act. THE STOCK OPTIONS AND THE SHARES OF
COMMON STOCK (THE "SHARES") ISSUABLE UPON EXERCISE OF THE STOCK OPTIONS HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS. THE STOCK OPTIONS AND SHARES ARE OFFERED
PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE ACT AND CERTAIN RULES AND
REGULATIONS PROMULGATED PURSUANT THERETO. THE SHARES MAY NOT BE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO EMPLOYER
AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
4.6 Registration Statement on Form S-8. Employer
undertakes to file a Registration Statement on Form S-8 to register the shares
of common stock issuable upon exercise of the Second Options within twelve
months from the date of this Agreement.
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4.7 Non-Incentive Options. The Stock Options granted by
Employer to Employee are not intended to be, and shall not be treated as,
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended.
4.8 Inconsistent Terms. To the extent that the terms of
the Stock Options granted herein are inconsistent with the terms of the Plan,
the terms of the Stock Options granted herein shall control.
Section 5 Partial Restraint on Post-termination Competition.
5.1 Definitions. For the purposes of this Section 5, the
following definitions shall apply:
(a) "Company Activities" means the business of
providing merchandising or marketing
services or temporary staffing services.
(b) "Competitor" means any business, individual,
partnership, joint venture, association,
firm, corporation or other entity, other
than the Employer or its affiliates or
subsidiaries, engaged, wholly or partly, in
Company Activities that are directly
competitive with the Company Activities in
which the Employer was engaged during the
Term.
(c) "Competitive Position" means (i) the direct
or indirect ownership or control of all or
any portion of a Competitor; or (ii) any
employment or independent contractor
arrangement with any Competitor whereby
Employee will serve such Competitor in any
managerial capacity.
(d) "Confidential Information" means any
confidential, proprietary business
information or data belonging to or
pertaining to Employer that does not
constitute a "Trade Secret" (as hereinafter
defined) and that is not generally known by
or available through legal means to the
public, including, but not limited to,
information regarding Employer's customers
or actively sought prospective customers,
suppliers, manufacturers and distributors
gained by Employee as a result of his
employment with Employer.
(e) "Customer" means actual customers or
actively sought prospective customers of
Employer during the Term.
(f) "Noncompete Period" or "Nonsolicitation
Period" means the period beginning the date
hereof and ending on the second anniversary
of the termination of Employee's employment
with Employer.
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(g) "Territory" means the United States of
America and, to the extent Employee is then
engaged in Company Activities in Europe,
Europe.
(h) "Trade Secrets" means information or data of
or about Employer, including but not limited
to technical or non-technical data,
formulas, patterns, compilations, programs,
devices, methods, techniques, drawings,
processes, financial data, financial plans,
products plans, or lists of actual or
potential customers, clients, distributees
or licensees, information concerning
Employer's finances, services, staff,
contemplated acquisitions, marketing
investigations and surveys, that (i) derive
economic value, actual or potential, from
not being generally known to, and not being
readily ascertainable by proper means by,
other persons who can obtain economic value
from their disclosure or use; and (ii) are
the subject of efforts that are reasonable
under the circumstances to maintain their
secrecy.
(i) "Work Product" means any and all work
product, property, data documentation or
information of any kind, prepared,
conceived, discovered, developed or created
by Employee for Employer or its
subsidiaries, or any of Employer's or its
subsidiary's clients or customers.
5.2 Trade Name and Confidential Information.
(a) Employee hereby agrees that (i) with regard
to each item constituting all or any portion
of the Trade Secrets, at all times during
the Term and all times during which such
item continues to constitute a Trade Secret
under applicable law; and (ii) with regard
to any Confidential Information, during the
Term and the Noncompete Period:
(i) Employee shall not, directly or by
assisting others, own, manage,
operate, join, control or
participate in the ownership,
management, operation or control
of, or be connected in any manner
with, any business conducted under
any corporate or trade name of
Employer or name similar thereto,
without the prior written consent
of Employer;
(ii) Employee shall hold in confidence
all Trade Secrets and all
Confidential Information and will
not, either directly or indirectly,
use, sell, lend, lease, distribute,
license, give, transfer, assign,
show, disclose, disseminate,
reproduce,
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copy, appropriate or otherwise
communicate any Trade Secrets or
Confidential Information, without
the prior written consent of
Employer; and
(iii) During the Term, Employee shall
immediately notify Employer of any
unauthorized disclosure or use of
any Trade Secrets or Confidential
Information of which Employee
becomes aware, and Employee shall
assist Employer, to the extent
necessary, in the procurement or
any protection of Employer's rights
to or in any of the Trade Secrets
or Confidential Information.
(b) Upon the request of Employer and, in any
event, upon the termination of Employee's
employment with Employer, Employee shall
deliver to Employer all memoranda, notes,
records, manuals and other documents,
including all copies of such materials and
all documentation prepared or produced in
connection therewith, containing Trade
Secrets or Confidential Information, whether
made or compiled by Employee or furnished to
Employee from another source by virtue of
Employee's employment with Employer.
(c) To the greatest extent possible, all Work
Product shall be deemed to be "work made for
hire" (as defined in the Copyright Act, 17
U.S.C.A.ss.ss.101 et seq., as amended) and
owned exclusively by Employer. Employee
hereby unconditionally and irrevocably
transfers and assigns to Employer all
rights, title and interest Employee may have
in or to any and all Work Product,
including, without limitation, all patents,
copyrights, trademarks, service marks and
other intellectual property rights. Employee
agrees to execute and deliver to Employer
any transfers, assignments, documents or
other instruments which Employer may deem
necessary or appropriate to vest complete
title and ownership of any and all Work
Product, and all rights therein, exclusively
in Employer.
5.3 Noncompetition.
(a) The parties hereto acknowledge that Employee
is conducting Company Activities throughout
the Territory. Employee acknowledges that to
protect adequately the interest of Employer
in the business of Employer it is essential
that any noncompete covenant with respect
thereto cover all Company Activities and the
entire Territory.
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(b) Employee hereby agrees that, during the Term
and the Noncompete Period, Employee will
not, in the Territory, either directly or
indirectly, alone or in conjunction with any
other party, accept, enter into or take any
action in conjunction with or in furtherance
of a Competitive Position.
Nothing contained in this Section 5 shall prohibit Employee
from acquiring not more than five percent (5%) of any company whose common stock
is publicly traded on a national securities exchange or in the over-the-counter
market.
5.4 Nonsolicitation During Employment Term. Employee
hereby agrees that Employee will not, during the Term, either directly or
indirectly, alone or in conjunction with any other party:
(a) solicit, divert or appropriate or attempt to
solicit, divert or appropriate, any Customer
for the purpose of providing the Customer
with services or products competitive with
those offered by Employer during the Term;
or
(b) solicit or attempt to solicit any employee,
consultant, contractor or other personnel of
Employer or any of its subsidiaries to
terminate, alter or lessen that party's
affiliation with Employer or such subsidiary
or to violate the terms of any agreement or
understanding between such employee,
consultant, contractor or other person and
Employer.
5.5 Nonsolicitation During Nonsolicitation Period.
Employee hereby agrees that Employee will not, during the Nonsolicitation
Period, either directly or indirectly, alone or in conjunction with any other
party:
(a) solicit, divert or appropriate or attempt to
solicit, divert or appropriate, any Customer
for the purpose of providing the Customer
with services or products competitive with
those offered by Employer during the Term;
provided, however, that the covenant in this
clause shall limit Employee's conduct only
with respect to those Customers with whom
Employee had substantial contact (through
direct or supervisory interaction with the
Customer or the Customer's account) during a
period of time up to but no greater than two
(2) years prior to the last day of the Term;
or
(b) solicit or attempt to solicit any "key"
employee, consultant, contractor or other
personnel of Employer or any of its
subsidiaries residing at the time of the
solicitation in the Territory to terminate,
alter or lessen that party's affiliation
with Employer or such subsidiary or to
violate the terms of any agreement or
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understanding between such employee,
consultant, contractor or other person and
Employer. For purposes of this clause (b),
"key" employees, consultants, contractors,
or other personnel are those with knowledge
of or access to Trade Secrets and
Confidential Information.
Section 6 Miscellaneous.
6.1 Severability. The covenants in this Agreement shall
be construed as covenants independent of one another and as obligations distinct
from any other contract between Employee and Employer. Any claim that Employee
may have against Employer shall not constitute a defense to enforcement by
Employer of this Agreement.
6.2 Survival of Obligations. The covenants in Section 5
of this Agreement shall survive termination of Employee's employment, regardless
of who causes the termination and under what circumstances.
6.3 Notices. Any notice or other document to be given
hereunder by any party hereto to any other party hereto shall be in writing and
delivered in person or by courier, by telecopy transmission or sent by any
express mail service, postage or fees prepaid at the following addresses:
Employer
AHL Services, Inc.
Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, XX
Suite 0000, Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Telecopy No.: (000) 000-0000
Employee
A. Xxxxxxx Xxxxxxx
or at such other address or number for a party as shall be specified by like
notice. Any notice which is delivered in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or its agent.
6.4 Binding Effect. This Agreement inures to the benefit of, and is binding
upon, Employer and their respective successors and assigns, and Employee,
together with Employee's executor, administrator, personal representative,
heirs, and legatees.
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6.5 Entire Agreement. This Agreement is intended by the
parties hereto to be the final expression of their agreement with respect to the
subject matter hereof and is the complete and exclusive statement of the terms
thereof, notwithstanding any representations, statements or agreements to the
contrary heretofore made. This Agreement may be modified only by a written
instrument signed by all of the parties hereto.
6.6 Governing Law. This Agreement shall be deemed to be
made in, and in all respects shall be interpreted, construed, and governed by
and in accordance with, the laws of the State of Georgia. No provision of this
Agreement shall be construed against or interpreted to the disadvantage of any
party hereto by any court or other governmental or judicial authority or by any
board of arbitrators by reason of such party or its counsel having or being
deemed to have structured or drafted such provision.
6.7 Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
6.8 Specific Performance. Each party hereto hereby agrees
that any remedy at law for any breach of the provisions contained in this
Agreement shall be inadequate and that the other parties hereto shall be
entitled to specific performance and any other appropriate injunctive relief in
addition to any other remedy such party might have under this Agreement or at
law or in equity.
6.9 Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
6.10 Indemnity; Insurance. Employer shall indemnify and
hold harmless Employee for all matters as to which an officer or director of
Employer may be indemnified or exculpated under applicable law, to the maximum
extent permitted under applicable law, and Employer shall provide prompt expense
advance in connection with all such indemnified matters. Employer shall at all
times during the Term maintain directors' and officers' insurance in customary
form with reputable providers having aggregate coverage limits of not less than
$10 million.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
AHL SERVICES, INC.
By:
------------------------
Name:
Title:
EMPLOYEE
---------------------------
A. Xxxxxxx Xxxxxxx
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