Exhibit 10.1
FORM OF
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EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT, dated as of __________ 1996, between
Mastech corporation, a Pennsylvania corporation, with its principal executive
offices at 0000 XxXxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 (the "Company"),
and_________________, an individual and resident of Allegheny County,
Pennsylvania (the "Executive").
WHEREAS, the Executive is and has been employed by the Company and is
currently Co-Chairman and Chief Executive Officer of the Company;
WHEREAS, the Company and the Executive desire to set forth in this
Agreement the terms on which the Company will continue to employ the Executive
and the Executive agrees to be employed by the Company;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and intending to be legally bound hereby, the Company and the
Executive hereby agree as follows:
1. Position and Duties.
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a. The Company agrees to, and hereby does, continue to employ the
Executive for the term of this Agreement to render services to the Company as
Co-Chairman and Chief Executive Officer of the Company, and in connection
therewith, to perform such duties as the Executive is now performing and such
other duties commensurate with such positions as the Executive may reasonably be
directed to perform by the Board of Directors. The Executive shall have the
right to devote a reasonable amount of time to (i) industry, community or
charitable organizations, and (ii) the management of personal investments, so
long as such activities do not
interfere or conflict with the performance by the Executive of his obligations
hereunder. Subject to the provisions of Section 8, Section 9 and Section 10
hereof, the Executive may serve as a director of other companies with the
consent of the Board of Directors of the Company, which consent shall not be
unreasonably withheld.
b. The Executive hereby accepts such employment and agrees
faithfully to perform to the best of his ability the duties described in Section
l(a).
2. Term. Subject to Section 4 hereof, the term of employment of the
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Executive under this Agreement shall commence on the closing date of the
initial public offering of the Company's Common Stock (the "Effective Date") (at
which time this Agreement shall become effective) and shall terminate on the
last day of the calendar month which is 24 calendar months after the Effective
Date. Commencing on the last day of the first full calendar month after the
Effective Date and on the last day of each succeeding calendar month, the term
of this Agreement shall be automatically extended without further action by
either party for one additional calendar month unless one party notifies the
other in writing that such party does not wish to extend the term of this
Agreement. In the event that such notice shall have been delivered, the term
hereof shall no longer be subject to automatic extension and the term hereof
shall expire on the date which is 24 calendar months after the last day of the
month in which such written notice is received. (The last day of the calendar
month in which the term hereof, as extended from time to time, shall end is
hereinafter referred to as the "Expiration Date").
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3. Compensation. In consideration for the Executive's agreements
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contained herein, and as compensation to the Executive for the performance of
the services required hereunder, the Company shall pay or grant to him the
following salary and other compensation and benefits:
a. a base salary, payable in equal installments not less
frequently than monthly, at an annual rate of not less than $400,000 per year,
such amount to be determined from time to time by the Board of Directors or an
appropriate committee thereof, provided, however, that the Executive's base
salary shall be periodically reviewed by the Board of Directors and shall be
increased if the Board of Directors determines that an increase is appropriate
on the basis of the types of factors it generally takes into account in
increasing the salaries of executive officers of the Company;
b. an annual incentive compensation payment (bonus) of not less
than $200,000, the precise amount to be determined by the Board of Directors and
payable to the Executive no later than April 15 of each calendar year for the
prior year; provided that payment of all or a portion of such bonus may be made
subject to the attainment of reasonable Company, business unit or individual
performance goals;
c. such other awards under the Company's 1996 Stock Incentive
Plan (the "Plan") or under any other stock option, incentive compensation or
other compensation plan, program or arrangement now existing, or hereafter
adopted and applicable to executive officers of the Company, as the Board of
Directors, or an appropriate committee thereof administering such plan, program
or arrangement, may determine appropriate in light of the duties and
responsibilities of the Executive in respect to other executive officers;
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d. participation on the same terms and conditions as all other
employees in all employee benefit plans, whether or not qualified within the
meaning of Section 401(a) of the Internal Revenue Code of 1986, as may be
amended from time to time (the "Code"), as may be now or hereafter sponsored or
maintained for all employees of the Company, and participation on the same terms
and conditions as other executive officers in such other plan, program or
arrangement as may be now or hereafter sponsored or maintained for executive
officers of the Company;
e. reimbursement for reasonable travel and other expenses incurred
by Executive in performing his obligations hereunder pursuant to the terms and
conditions of the Company's policy in respect thereto; and
f. reasonable vacations, absences on account of temporary illness
and fringe benefits customarily enjoyed by employees or officers of the Company
under the terms and conditions of the Company's policy in respect thereto.
Nothing contained in this Agreement shall prevent the Board of
Directors from amending or otherwise altering the Plan, or any other plan,
program or arrangement so long as such amendment or alteration (i) is
accomplished pursuant to the terms thereof as in effect on the Effective Date or
on the date such is adopted, if later, and (ii) equitably affects all employees,
executive or otherwise, previously covered thereunder.
4. Termination of Employment. This Agreement shall terminate upon the
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Expiration Date or upon the death of the Executive. The Company may terminate
this Agreement prior to the Expiration Date (and the Executive's employment
hereunder shall terminate) for "Disability"
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or "Cause". Termination of this Agreement by the Company for any reason not set
forth in the two preceding sentences shall not be deemed a permitted termination
and shall be deemed a breach of this Agreement. In the event of any termination
of this Agreement prior to the Expiration Date, whether a permitted termination
or otherwise, the provisions of Section 5 of this Agreement shall determine the
amount, if any, of any compensation thereafter due the Executive in respect to
such termination.
As used in this Agreement, the following terms shall have the meanings
set forth:
a. Disability. If, as a result of the Executive's incapacity due
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to physical or mental illness, the Executive shall have been absent from his
duties with the Company on a full-time basis for six consecutive months, and
within thirty days after written notice of termination is given by the Company,
the Executive shall not have returned to the full-time daily performance of his
duties, the Executive shall be deemed to have experienced a Disability and the
Company may terminate the Executive's employment. The Executive shall be
entitled to leaves of absence from the Company in accordance with the Company's
policy generally applicable to executives for illness or other temporary
disabilities for a period or periods not exceeding an aggregate of six months in
any calendar year, and his compensation and status as an employee hereunder
shall continue during any such period or periods.
b. Cause. Termination by the Company of employment for "Cause"
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shall mean termination upon:
(i) the willful and continued failure by the Executive to
substantially perform his duties with the Company (other than any such
failure resulting from his incapacity due to physical or mental illness),
after a written demand for
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substantial performance is delivered to the Executive by the Board of
Directors which specifically identifies the manner in which the Board of
Directors believes that the Executive has not substantially performed his
duties, and which failure has not been cured within thirty days after such
written demand; or
(ii) the willful and continued engaging by the Executive in conduct
which is demonstrably and materially injurious to the Company, monetarily
or otherwise; or
(iii) the breach by the Executive of the Non-Competition clause in
Section 8, the Confidentiality clause in Section 9, or the Non-Solicitation
clause in Section 10 hereof.
For purposes of this Subsection (b), no act, or failure to act, on the
Executive's part shall be considered "willful" unless done, or omitted to be
done, by the Executive in bad faith and without reasonable belief that such
action or omission was in the best interest of the Company. Notwithstanding the
foregoing, the Executive shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to him a copy of a resolution
duly adopted by the affirmative vote of at least 80% of the directors then
serving (after reasonable notice to the Executive and an opportunity for the
Executive, together with his counsel, to be heard before the Board of
Directors), finding that in the good faith opinion of the Board of Directors the
Executive was guilty of conduct set forth above in clauses (i), (ii) or (iii) of
the first sentence of this Subsection (b) and specifying the particulars thereof
in detail.
c. Notice of Termination. Any purported termination by the Company
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shall be communicated by written Notice of Termination to the Executive in
accordance with Section
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13 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean
a notice which shall indicate the specific termination, resignation or
retirement provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
such termination, resignation or retirement under the provision so indicated.
d. Date of Termination, Etc. "Date of Termination" shall mean (i)
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if the Executive's employment is terminated for Disability, thirty days after
Notice of Termination is given (provided that the Executive shall not have
returned to the performance of the Executive's duties on a full-time daily basis
during such thirty-day period), and (ii) if the Executive's employment is
terminated for any other reason, the date specified in the Notice of Termination
(which shall not be less than thirty days nor more than sixty days, from the
date such Notice of Termination is given) and provided that if within thirty
days after any Notice of Termination is given the Executive and the Executive
has notified the Company that a dispute exists concerning the termination, the
Date of Termination shall be the date on which the dispute is finally determined
by mutual written agreement of the parties, by a binding arbitration award, or
by a final judgment, order or decree of a court of competent jurisdiction (the
time for appeal therefrom having expired and no appeal having been perfected).
Any party giving notice of a dispute shall pursue the resolution of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Executive will be entitled to indemnification under Section 7 hereof and the
Company will continue to pay the Executive his full compensation in effect when
the notice giving rise to the dispute was given (including, but not limited to,
base salary) and continue the Executive as a participant in all compensation,
employee benefit and insurance plans, programs
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and arrangements in which the Executive was participating when the notice giving
rise to the dispute was given, until the dispute is finally resolved in
accordance with this Subsection (d).
5. Compensation Upon Termination.
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a. Death. If the Executive's employment hereunder terminates by
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reason of his death, the Company shall be obligated to pay to his surviving
widow, or to his legal representatives if he leaves no surviving widow or if his
surviving widow dies prior to fulfillment of the Company's obligations, (i) the
Executive's then current base salary for a twelve (12) month period commencing
on the first day of the month following the Executive's death, or until the
Expiration Date, whichever shall be the first to occur, and (ii) any benefits to
which the Executive is entitled under any insurance policies on the life of the
Executive, under the Company's insurance programs and other employee benefit
plans, programs and arrangements then in effect and under the Company's pension
plan for salaried employees, if any.
b. Disability. If the Executive's employment hereunder terminates
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by reason of his Disability, the Company shall (i) continue to pay to the
Executive, in accordance with the payroll practices of the Company in effect
prior to the Date of Termination, the Executive's then current base salary for
thirty-six (36) months after the Date of Termination, reduced by any benefits to
which the Executive may be entitled under any Company sponsored disability
income or income protection plan, policy or arrangement, the premiums for which
are paid by the Company, and (ii) for each of the three years after the Date of
Termination an amount equal to the highest annual bonus that the Executive
received in the three years prior to the Date of Termination, payable each year
in a lump sum at approximately the same time as annual bonuses
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were paid by the Company in the year prior to the Date of Termination. If the
Executive dies prior to the date on which such additional amounts would have
ceased to be payable under this Subsection (b), the amount that would have been
payable by the Company had he lived shall continue to be paid by the Company to
his surviving widow, for a period of 12 months following the Executive's death,
at the same times and rates as it would have been payable to him.
c. Cause. If the Executive's employment hereunder is terminated by
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the Company for Cause, the Company shall pay to the Executive his full base
salary through the Date of Termination at the rate in effect at the time Notice
of Termination is given and the Company shall have no further obligations to the
Executive under this Agreement.
d. Voluntary Resignation or Retirement. In the event the Executive
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retires or resigns other than because of a material breach of this Agreement by
the Company, the Company shall pay to the Executive his full base salary through
the Date of Termination at the rate in effect at the time Notice of Termination
is given and, except as provided in Section 6, the Company shall have no further
obligations to the Executive under this Agreement.
e. Other. If the Executive's employment hereunder is terminated
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(1) by the Company other than for Cause or Disability, or (2) by the Executive
because of a material breach by the Company of this Agreement, then the
Executive shall be entitled to the benefits provided below:
(i) the Company shall pay the Executive his full base salary
through the Date of Termination at the rate in effect at the time Notice of
Termination is given;
(ii) in lieu of any further salary payments to the Executive for
periods subsequent to the Date of Termination, the Company shall pay as
severance pay to
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the Executive, not later than the fifteenth day following the Date of
Termination, a lump sum severance payment equal to the Executive's full
base salary for the then remaining term of this Agreement (without regard
to the date of such Notice of Termination) at the rate then in effect,
discounted to present value at a discount rate of 7% per annum applied to
each future payment from the time it would have become payable;
(iii) in lieu of shares of common stock issuable upon exercise of out-
standing stock options ("Options"), if any, or any stock appreciation
rights ("SAR"), if any, whether or not such Options or SARs are vested
pursuant to their respective terms, granted to the Executive under the Plan
or another of the Company's stock option or stock appreciation rights
plans, or otherwise (which Options and SARs shall be canceled upon the
making of the payment referred to below), the Executive shall receive, not
later than the fifteenth day following the Date of Termination, an amount
in cash equal to the product of (i) the difference (to the extent that such
difference is a positive number) obtained by subtracting the per share
exercise price of each (1) Option and (2) SAR held by the Executive,
whether or not then fully exercisable, from the closing price of the Common
Stock (the "Closing Price") as reported on the National Association of
Securities Dealers Automatic Quotation/National Market System, or such
similar national quotation system or stock exchange on the Date of
Termination (or if not traded on the Date of Termination, the closing price
on the preceding business day on
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which the Common Stock traded), and (ii) the total number of shares of
Common Stock held by the Executive and covered the Options and SARs;
(iv) the Company shall also pay directly as incurred or reimburse the
Executive, upon demand, all legal fees and expenses incurred by the
Executive in contesting or disputing any such termination or in seeking to
obtain or enforce any right or benefit provided by this Agreement or in
connection with any tax audit or proceeding to the extent attributable to
the application of Section 4999 of the Internal Revenue Code (the "Code")
to any payment or benefit provided hereunder;
(v) for the remainder of the Executive's life, the Company shall
arrange to provide the Executive with and shall pay the cost or premiums
when due for disability and health-and-accident insurance benefits
substantially similar to those which the Executive is receiving immediately
prior to the Notice of Termination;
(vi) the payments under this Subsection (e) are intended by the
parties to be due and payable under the circumstances of a termination for
the reasons set forth above whether or not such circumstances are preceded
by a change in control of the Company. If, notwithstanding the intentions
of the parties, it is asserted by any governmental agency, in any tax
audit, administrative proceeding or otherwise, that any payments provided
under this Section 5(e) (the "Severance Payments") are or will be subject
to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any
successor provision thereto) and/or that a federal income tax deduction for
amounts paid as Severance Payments will not be
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allowed to the Company for any year by reason of Section 28OG of the Code
(or any successor provision thereto), the Executive may contest or refute
such assertion with respect to the Excise Tax in any appropriate forum (the
"Executive's Contest") and the Company shall diligently and vigorously
contest or refute such assertion with respect to the disallowance of such
deduction in all administrative proceedings and in the federal district
court or the Tax Court, whichever shall have jurisdiction (the "Company's
Contest"). The Executive's Contest and the Company's Contest shall be
conducted and presented separately unless the Executive, in his discretion
but with the consent of the Company, joins in the Company's Contest. In any
event, the Executive shall be entitled to retain attorneys and other
experts deemed necessary or appropriate by the Executive to the proper
presentation of the Executive's Contest and shall not be compelled by the
Company to compromise, settle or otherwise terminate the Executive's
Contest without his written consent thereto. The Company and the Executive
shall cooperate one with the other and each shall provide to the other
copies of all documents relevant to or useful in connection with either the
Executive's Contest or the Company's Contest as may reasonably be requested
by the other. The Executive shall attend any hearing, deposition or other
proceeding at which his attendance in person is material to the Company's
Contest. The Company shall cause the appropriate authorized officer or
officers of the Company to attend any hearing, deposition or other matter
at which the Company's appearance is requested by any party; and
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(vii) The payments provided for in this Subsection (e), shall be
made not later than the thirtieth day following the Date of Termination,
provided, however, that if the amounts of such payments cannot be finally
determined on or before such day, the Company shall pay to the Executive on
such day an estimate, as determined in good faith by the Company, of the
minimum amount of such payments and shall pay the remainder of such
payments (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined
but in no event later than the sixtieth day after the Date of Termination.
In the event that the amount of the estimated payments exceeds the amount
subsequently determined to have been due, such excess shall constitute a
loan by the Company to the Executive payable on the fifth day after demand
by the Company (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code).
f. The Executive shall not be required to mitigate the amount of
any payment provided for in this Section 5 by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Section 5 be
reduced by any compensation earned by the Executive as the result of employment
by another employer, or otherwise. Notwithstanding the preceding sentence,
benefits otherwise receivable by the Executive pursuant to Section 5(e)(v) above
shall be reduced to the extent comparable benefits are actually received by the
Executive from the plan or plans of any subsequent employer or from any program
maintained by any governmental body not requiring contribution by the Executive,
and any such benefits actually received by the Executive shall be reported to
the Company.
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g. The Executive hereby acknowledges and agrees that neither the
Company nor any of its representatives or agents will be obligated to pay any
compensation or benefit which the Executive has a right to be paid or provided
to him or his dependents pursuant to this Section 5, unless the Executive, if
requested by the Company in its sole discretion, executes a release in a form
reasonably acceptable to the Company, which releases any and all claims the
Executive or his estate has or may have against the Company or its subsidiaries,
agents, officers, directors, successors or assigns by reason of this Agreement
or his employment by the Company or the termination of that employment.
6. Retirement
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Nothing contained in this Agreement shall be deemed to limit the
Executive's ability to retire for any reason and to receive benefits under the
Company's retirement policies and pension plan for salaried employees, if any,
and to thereby receive all benefits for which he is eligible under such plans
and any other plan, program or arrangement relating to retirement.
7. Indemnification
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a. The Company shall indemnify and hold harmless to the full extent
not prohibited by law, as the same exists or may hereinafter be amended,
interpreted or implemented (but, in the case of any amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than the Company is permitted to provide prior to such
amendment), the Executive or his estate if made a party to, or threatened to be
made a party to, or is otherwise involved in (as a witness or otherwise) any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative and whether or not by
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or in the right of the Company or otherwise (hereinafter, a "proceeding"), by
reason of the fact that he, or a person of whom he is the heir, executor, or
administrator, is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer or trustee of
another Company or of a partnership, joint venture, trust or other enterprise
(including, without limitation, service with respect to employee benefit plans),
or where the basis of such proceeding is any alleged action or failure to take
any action by the Executive while acting in an official capacity as a director
or officer of the Company or in any other capacity on behalf of the Company,
against all expenses, liability and loss, including but not limited to
attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or
to be paid in settlement whether with or without court approval, actually
incurred or paid by the Executive in connection therewith.
b. Notwithstanding the foregoing, and except as provided in Section
7(e) below, the Company shall indemnify the Executive seeking indemnification in
connection with a proceeding (or part thereof) initiated by the Executive only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Company.
c. Subject to the limitation set forth above concerning proceedings
initiated by the Executive, the right to indemnification conferred in this
Section 7 shall be a contract right and shall include the right to be paid by
the Company the expenses incurred in defending any such proceeding (or part
thereof) or in enforcing his rights under this Section 7 in advance of the
final disposition thereof promptly after receipt by the Company of a request
therefor stating in reasonable detail the expenses incurred; provided, however,
that to the extent required by law, the payment of such expenses incurred by the
Executive in advance of the final disposition of a
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proceeding shall be made only upon receipt of an undertaking, by or on behalf of
the Executive, to repay all amounts so advanced if and to the extent it shall
ultimately be determined by a court that he is not entitled to be indemnified by
the Company under this Section 7, or in the case of a criminal action, the
majority of the Board of Directors so determines that he is not entitled to be
indemnified by the Company, or otherwise.
d. The right to indemnification and advancement of expenses provided
herein shall continue as to the Executive after he has ceased to be employed by
the Company or to serve in any of the other capacities described herein, and
shall inure to the benefit of his heirs, executors and administrators.
e. Any dispute related to the right to indemnification, contribution
or advancement of expenses as provided under this Section 7, that the Company
has undertaken to submit to a court for adjudication, shall be decided only by
arbitration in the metropolitan area in which the principal executive offices of
the Company are located at the time, in accordance with the commercial
arbitration rules, then in effect, of the American Arbitration Association,
before a panel of three (3) arbitrators, one of whom shall be selected by the
Company, the second of whom shall be selected by the Executive and the third of
whom shall be selected by the other two (2) arbitrators. In the absence of the
American Arbitration Association, or if for any reason arbitration under the
arbitration rules of the American Arbitration Association cannot be initiated,
or if one of the parties fails or refuses to select an arbitrator or if the
arbitrators selected by the Company and the Executive cannot agree on the
selection of the third arbitrator within thirty (30) days after such time as the
Company and the Executive have each been notified of the selection of
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the other's arbitrator, the necessary arbitrator(s) shall be selected by the
presiding judge of the court of general jurisdiction in such metropolitan area.
f. The Company shall reimburse the Executive for the expenses
(including attorneys' fees and disbursements) incurred in successfully
prosecuting or defending such arbitration.
g. Any award entered by the arbitrators shall be final, binding and
non-appealable and judgment may be entered thereon by any party in accordance
with applicable law in any court of competent jurisdiction. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of a final disposition conferred in this Section 7 shall not be
deemed exclusive of any other rights to which the Executive may be entitled
under the articles of incorporation, any bylaw, agreement, vote of shareholders,
vote of directors or otherwise, both as to actions in his official capacity and
as to actions in any other capacity while holding that office.
8. Non-Competition. During the term of this Agreement and for two years
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after the Date of Termination, including without limitation termination by the
Company for cause or without cause, the Executive shall refrain from competing
with the Company or any subsidiary of the Company except with the Company's
prior written consent. The phrase "refrain from competing with the Company or
any subsidiary of the Company" shall mean that the Executive will not engage,
directly or indirectly (including, by way of example only, as a principal,
partner, venturer, employee or agent) nor have any direct or indirect interest
in any enterprise (a "Competing Enterprise") which competes with the Company or
any subsidiary thereof by
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providing information technology consultants to clients on an independent
contractor basis. It is agreed that the foregoing provisions shall not restrict
the Executive from either (i) being a director of or having any investments or
other interests in an enterprise which is not a competing enterprise, or (ii)
having any investments in any competing enterprise the stock of which is listed
on a national securities exchange or traded publicly over-the-counter so long as
such investment does not give the Executive more than five percent (5%) of the
voting stock of such enterprise.
9. Non-Solicitation of Customers and Suppliers. Executive agrees that
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during his employment with the Company he shall not, directly or indirectly,
solicit the trade of, or trade with, any customer, prospective customer,
supplier, or prospective supplier of the Company for any business purpose other
than for the benefit of the Company. Executive further agrees that for two (2)
years following termination of his employment with the Company, including
without limitation termination by the Company for cause or without cause,
Executive shall not, directly or indirectly, solicit the trade of, or trade
with, any customers or suppliers, or prospective customers or suppliers, of the
Company except in instances where the Company has not solicited the potential
client in the past or where the services proposed to be offered by the Executive
are not then offered by the Company.
10. Non-Solicitation of Employees. Executive agrees that, during his
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employment with the Company and for two (2) years following termination of
Executive's employment with the Company, including without limitation
termination by the Company for cause or without cause, Executive shall not,
directly or indirectly, solicit or induce, or attempt to solicit or induce,
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any employee of the Company to leave the Company for any reason whatsoever, or
hire any employee of the Company.
11. Confidentiality. The Executive agrees:
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a. To keep secret all confidential matters of the Company and its
subsidiaries and affiliates and not to disclose them to anyone outside the
Company or its subsidiaries and affiliates, either during or after his
employment with the Company, except with the Company's prior written consent or
as required by law; and
b. To deliver promptly to the Company on termination of Executive's
employment with the Company all memoranda, notes, records, reports and other
documents (and all copies thereof) with respect to any such confidential matters
and other proprietary information (such as customers lists, suppliers lists,
etc.) which the Executive may then possess or have under his control.
For purposes of this Section 11, all information which is not publicly
available shall be deemed to be confidential and covered by the foregoing
provisions.
12. Arbitration. Any disputes hereunder shall be settled by arbitration
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in Pittsburgh, Pennsylvania under the auspices of, and in accordance with the
rules of, the American Arbitration Association, and the decision in such
arbitration shall be final and conclusive on the parties and judgment upon such
decision may be entered in any court having jurisdiction thereof.
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13. Notices. All notices and other communications which are required or
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may be given under this Agreement shall be in writing and shall be delivered
personally or by registered or certified mail addressed to the party concerned
at the following addresses:
If to the Company:
Mastech Corporation
0000 XxXxx Xxxx
Xxxxxxx, XX 00000
If to the Executive:
or to such other address as shall be designated by notice in writing to the
other party in accordance herewith. Notices and other communications hereunder
shall be deemed effectively given when personally delivered, or, if sent by
overnight courier, upon receipt, or, if mailed, 48 hours after deposit in the
United States first class mail, postage prepaid.
14. Miscellaneous.
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a. This Agreement supersedes all prior agreements, arrangements and
understandings, written or oral, relating to the subject matter hereof.
b. (i) This Arrangement shall inure to the benefit of the
Executive's heirs, representatives or estate to the extent stated herein.
(ii) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by agreement in form
and substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
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Company would be required to perform if no such succession had taken place. As
used in this Agreement, "Company" shall mean the Company as defined in the
preamble to this Agreement and any successor to its business or assets which
executes and delivers the agreement provided for in this Subsection 14 (b) (ii)
or which otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law.
c. This Agreement may be amended, modified, superseded, canceled,
renewed or extended and the terms or covenants hereof may be waived, only by a
written instrument executed by both of the parties hereto, or in the case of a
waiver, by the party waiving compliance. The failure of either party at any
time or times to require performance of any provisions hereof shall in no manner
affect the right at a later time to enforce such provisions thereafter. No
waiver by either party of the breach of any term or covenant contained in this
Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any such
breach or a waiver of the breach of any other term or covenant contained in this
Agreement.
d. In the event any one or more of the covenants, terms or
provisions contained in this Agreement shall be invalid, illegal or
unenforceable in any respect, the validity of the remaining covenants, terms and
provisions contained herein shall be in no way affected, prejudiced or disturbed
thereby.
e. This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder, except as provided in
Subsection 14(b) above. Without limiting the foregoing, the Executive's right
to receive payments hereunder shall not be assignable or
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transferable, whether by pledge, creation of a security interest or otherwise,
other than a transfer by his will or by the laws of descent or distribution, and
in the event of any attempted assignment or transfer contrary to this Subsection
14(e) the Company shall have no liability to pay any amount so attempted to be
assigned or transferred.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.
ATTEST: MASTECH CORPORATION:
By:________________________ By:_________________________
Secretary Xxxxx Xxxxxxx
Co-Chairman and President
WITNESS: EXECUTIVE:
___________________________ ____________________________
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