Exhibit 10.31
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of this
Thirtieth day of June, 1998 by and between On-Site Sourcing, Inc. with
address of ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("OSS"
or the "Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇" or the "Employee") with
home address at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, OSS desires to employ the services of ▇▇. ▇▇▇▇▇▇ utilizing
▇▇. ▇▇▇▇▇▇'▇ knowledge and expertise as a full-time employee without the
distraction of employment related uncertainties and considers such
employment in the best interests of the Company and its shareholders, and ▇▇.
▇▇▇▇▇▇ desires to be employed full time by the Company; and
WHEREAS, OSS and ▇▇. ▇▇▇▇▇▇ desire to enter into an Agreement
reflecting the terms under which ▇▇. ▇▇▇▇▇▇ will be employed by the
Company.
NOW, THEREFORE, in consideration of the promises and mutual covenants
set forth herein, the parties hereto agree as follows:
1. TERM. This Agreement will remain in effect for a three year period
from the date of the Agreement. It will be reviewed automatically for
succeeding periods of one year unless sooner terminated as provided in
section 6 below.
2. NATURE OF EMPLOYMENT. ▇▇. ▇▇▇▇▇▇ shall be employed as Chief Financial
Officer of the Company with full power and authority as determined by the
Board of Directors of OSS (the "Board"). ▇▇. ▇▇▇▇▇▇ agrees to perform
diligently and faithfully such duties and serve in the above capacity or in
such capacities as the Board of Directors of the Company shall determine.
▇▇. ▇▇▇▇▇▇'▇ duties include but are not limited to the following:
(a) Report to the President of the Company.
(b) Manage the Financial Operations of the Company.
(c) Assist the Company in the development of all phases of the Company's
business.
▇▇. ▇▇▇▇▇▇ shall be employed by the Company on a full-time basis and
shall not during the term of this Agreement be engaged in any other business
activity that, in the judgment of the Company's Board of Directors, impedes
or distracts from ▇▇. ▇▇▇▇▇▇'▇ performance of services for the Company
hereunder. During the period of employment, ▇▇. ▇▇▇▇▇▇ further agrees not to
(i) solely or jointly with others undertake or join any planning for or
organization of any business activities of the Company, and (ii) directly or
indirectly, engage or participate in any other activities in conflict with
the basic interests of the Company.
3. COMPENSATION FOR SERVICES. As consideration to ▇▇. ▇▇▇▇▇▇ for
services rendered under this Agreement, OSS shall compensate ▇▇. ▇▇▇▇▇▇
as follows:
(a) BASE SALARY. ▇▇. ▇▇▇▇▇▇ shall receive a base salary of $10,633.33
and thereafter to be determined at the discretion of the Board of Directors.
(b) BENEFITS. The Employee shall be entitled to three weeks (15) days
paid Annual Leave per year for each of the first five (5) years of employment
beginning at commencement of employment. No annual leave accrues nor may be
taken during the 90 day Introductory Period. Annual Leave shall accrue during
each year but may not be carried over and accumulated in subsequent calendar
years and no additional wages or salary will be paid to the Employee in lieu
of Annual Leave unless approval in writing is granted by management. Any
annual leave taken but not yet earned at the time of termination/resignation
of employment will be deducted from the Employee's final paycheck. The
Employee shall be entitled to four weeks paid annual leave each year after
the fifth anniversary which is to be considered June , 2003. No more than
one week shall be taken consecutively without the prior written approval by
the Company.
Annual Leave may be used for the purpose of vacations, visiting medical
professionals, recovering from illness or other personal reasons. In the
event that the Employee is required to take a disability leave of absence,
any accrued annual leave will be taken at the time the leave commences.
Annual Leave will not accrue in the event that a disability leave of absence
or a personal leave of absence is taken. Annual Leave does not apply if leave
is needed as a result of self-inflicted injury, illegal substance abuse or
alcohol abuse, or illness or injury incurred while in the act of committing a
felony. In the event of an illness or injury which is covered by workers'
compensation insurance, the annual leave policy will not apply.
(d) REIMBURSEMENT FOR BUSINESS EXPENSES. ▇▇. ▇▇▇▇▇▇ shall be reimbursed
within fifteen (15) days of receipt by OSS of proper documentation of OSS
business expenses incurred by the Employee in accordance with Company policy.
To the extent permitted by applicable law, OSS, shall treat these expenses as
senior in the right of payment to any other obligation of OSS.
(e) STOCK OPTIONS. ▇▇. ▇▇▇▇▇▇ shall receive stock options to purchase
80,000 shares of the Company's stock at $ILLEGIBLE per share, based on the
decision of the Board of Directors. Options to purchase 32,000 shares of
common stock shall vest upon the signing of this agreement, with the
remaining options vesting in equal portions at the end of each quarter over a
period of two (2) years. The options shall be exercisable for a period of
five years from the date of grant. The options are cancelable upon ▇▇.
▇▇▇▇▇▇'▇ termination from the Company as defined in Section 6 below.
Furthermore, the options shall inure to the benefit of the Employee's heirs
and designees.
(4) RESPONSIBILITIES OF EMPLOYEE. The responsibilities of ▇▇.
▇▇▇▇▇▇ under this Agreement are as follows:
(a) ▇▇. ▇▇▇▇▇▇ agrees to serve OSS for the term of employment specified
in Section 1 above. ▇▇. ▇▇▇▇▇▇ agrees to (i) devote his full business time to
the business and affairs of OSS, (ii) use his best efforts to promote the
interests of OSS, and (iii) perform faithfully and efficiently the
responsibilities assigned to him by the Board and listed in Paragraph 2 of
this Agreement.
(b) During the term of this Agreement, ▇▇. ▇▇▇▇▇▇ shall not perform
services for any person or entity that competes directly or indirectly with
the Company. ▇▇. ▇▇▇▇▇▇ agrees to disclose in writing to the Board any
non-Company business activities for which ▇▇. ▇▇▇▇▇▇ receives compensation
for services rendered. If the board deems such activities to be excessive and
to conflict with ▇▇. ▇▇▇▇▇▇'▇ full time commitment, the Company shall notify
▇▇. ▇▇▇▇▇▇ in writing to limit those activities to periods in which no time
conflict occurs.
(c) ▇▇. ▇▇▇▇▇▇ agrees to abide by General Company Policies as the
same are duly adopted by the Board from time to time, so long as such
Policies do not conflict with the terms and conditions of this Agreement.
5. RESTRICTIVE COVENANTS.
a. COVENANT NOT TO COMPETE. Employee acknowledges as Chief Financial
Officer, Employee shall be engaged, without limitation, in managing the
Company's Financial operations and other duties set forth in paragraph 2
herein in which capacity, employee performs specialized tasks and has access
to the Company's trade secrets, intellectual property and customer lists.
Employee also acknowledges that the Company is currently engaged in operating
and selling facilities management accounts in the territories within a
twenty-five (25) mile radius of the Company's offices located in Arlington,
VA at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Baltimore, MD at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, Atlanta, GA at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and
Philadelphia, PA at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Employee
agrees that, during the term of his employment and for a period of one (1)
year after the termination of his employment with Company, whether such
termination is voluntary or involuntary, with or without cause, he shall not
either directly or indirectly, for himself or through, on behalf of, or in
conjunction with any other person or legal entity, perform the services of
managing operations for any Company selling and/or managing reprographic,
imaging, facilities management and technology accounts for any other business
engaged in the provision of reprographic, imaging and/or facilities
management, and technology services within the territory comprised by a
twenty-five (25) mile radius of the Company's offices located in Arlington,
VA at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Baltimore, MD at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, Atlanta, GA at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and
Philadelphia, PA at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
(b) NON-INTERFERENCE WITH EMPLOYEES. During the term of Employee's
employment and for a period of one (1) year after the termination of his
employment with the Company, whether such termination is voluntary or
involuntary, with or without cause, Employee will not directly or indirectly,
on his own behalf or on behalf of or in conjunction with any person or entity
other that the Company, recruit, solicit, or induce or attempt to recruit,
solicit or induce any employee of the Company to become employed by or to be
engaged in a business which provides reprographic, imaging and/ or facilities
management, and technology services within the territory comprised by a
twenty-five (25) mile radius of the Company's offices located in Arlington,
VA at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Baltimore, MD at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, Atlanta, GA at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and
Philadelphia, PA at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
(c) NON-SOLICITATION COVENANT. Employee agrees that during the term
of his employment and for a period of one (1) year after the termination of
his employment with the Company, whether such termination is voluntary or
involuntary, with or without cause, Employee will not directly or indirectly,
on his own behalf or on behalf of or in conjunction with any person or entity
other that the Company, actively solicit the business or patronage of any of
the clients, customers or accounts of the Company served by Employee during
the term of his Agreement for the purpose of providing information system
services to those clients and customers within the territory comprised by a
twenty-five (25) mile radius of the Company's offices located in Arlington,
VA at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Baltimore, MD at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, Atlanta, GA at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and
Philadelphia, PA at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
(i) "Trade Secrets" shall be defined as information, without
regard to form, belonging to the Company or licensed by it including, but not
limited to, technical or nontechnical data, formulae, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data,
financial plans, product plans or lists of actual or potential customers or
suppliers which is not commonly known by or available to the public and which
information: (a) derive economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons or entities who can obtain economic value from their
disclosure or use; and (b) are the subject of efforts that are reasonable
under the circumstances to maintain their secrecy.
(ii) "Confidential Information" shall be defined as any
information belonging to the Company or licensed by it other than Trade
Secrets which is material to the Company and not generally known by the
public.
(iii) Employee will treat as confidential and will not, without
the prior written approval of the Company, use (other than the performance of
his duties of employment with the Company), publish, disclose, copyright or
authorize anyone else to use, publish, disclose or copyright, either during
the term of Employee's employment or subsequent thereto, any information
which constitutes Trade Secrets of the Company whether or not the Trade
Secrets are in written or tangible form.
(iv) Employment will treat as confidential and will not,
without the prior written approval of the Company, use (other than in the
performance of his duties of employment with the Company), publish, disclose,
copyright or authorize anyone else to use, publish, disclose or copyright any
Confidential Information either during the term of his employment or for two
(2) years after termination of employment, whether voluntary or involuntary,
with or without cause, and whether or not the Confidential Information is in
written or other tangible form.
(v) All records, notes, files, drawings, documents, plans and
like items, and all copies thereof, relating to or containing or disclosing
Confidential Information or Trade Secrets of the Company which are made or
kept by Employee or which are disclosed to or come into the possession of
Employee, shall be and remain the sole and exclusive property of the Company.
Upon termination of employment, Employee agrees to deliver immediately to
▇▇▇▇▇ ▇▇▇▇▇▇ or his designee, the originals and all copies of any of the
foregoing.
6. TERMINATION BY THE COMPANY. The Board of Directors may terminate the
employment of ▇▇. ▇▇▇▇▇▇ at any time with or without cause, and in such event
the following shall apply. "Cause" for termination shall be defined as gross
neglect by the Employee of his duties hereunder, willful failure by the
Employee to perform his duties hereunder, conviction of the Employee of a
felony committed during the term of this Agreement, or any lesser crime or
offense involving the property of the Company or any of its subsidiaries or
affiliates, gross malfeasance by the Employee in connection with the
performance of his duties hereunder, willful engagement in conduct by the
Employee or willful refusal without proper legal cause by the Employee to
perform his duties and responsibilities which he has reason to know is
materially injurious to the Company.
a. In the event of termination for cause, as defined above, by OSS,
all salary and other benefits paid or provided to the Employee hereunder
shall cease as of the date of termination, and the Company shall have no
further obligations to the Employee. Upon a finding by the Board of Directors
that the Employee has willfully failed or refused to observe or perform his
duties or
grossly neglected his duties as specifically set forth in Section 4 hereof.
OSS may terminate this agreement for cause provided that the Board of
Directors has first notified the Employee on two separate occasions of such
failure and has given the Employee at least thirty (30) days after each such
occasion to remedy such breach of duty.
b. In the event of termination by OSS without cause, the Company
agrees to provide the Employee with the following:
(i) ▇▇. ▇▇▇▇▇▇ shall receive an amount equal to six months base
salary plus the value of his other employment benefits accrued at the time of
termination that ▇▇. ▇▇▇▇▇▇ would have received under this Agreement but for
such termination. Such amount shall be payable to Employee in one installment
two weeks following termination with any additional commissions to be paid
forty five days after the termination.
(ii) "Termination without cause" shall be defined as:
termination for any reason other than "cause" (as defined previously in
Section 6), continuous disability or incapacity of ▇▇. ▇▇▇▇▇▇ which
prevents his from performing his duties for a period of not less than three
(3) months as determined by an independent, licensed medical doctor, or death.
7. CHANGE IN CONTROL. In the event that a change in control, as defined
in Section 7(c) occurs, the following provisions shall become effective and
shall control over any other provisions of this Agreement.
(a) All options granted to Employee shall terminate as of a date to
be fixed by the Board of Directors; provided, however, that not less than 30
days' written notice of the date so fixed shall be given to Employee, who
shall have the right, during the period 30 days preceding such termination,
to exercise the Options as to all or any part of the shares of Common Stock
covered thereby, including shares as to which such Options have not as yet
vested.
(b) In the event that Employee is terminated by the Company or the
successor or surviving corporation, with or without cause, within forty-five
days after a change in control, employee shall receive six months pay
("Termination Payment") at the higher of the rate in effect at (i) the time
of the change in control or (ii) sixty days prior to the change in control.
Such Termination Payment shall be made within thirty days of the Termination.
(c) A "change in control" with respect to the Company shall be
deemed to have occurred if:
(i) substantially all of the assets of the Company are sold,
other than any such transaction following which the stockholders of the
Company prior to the transaction retain at least a majority of the voting
equity securities of the surviving or successor corporation;
(ii) the Company is merged or consolidated with, or becomes a
subsidiary of, another corporation, other than any such transaction following
which the stockholders of the Company prior to the transaction retain at
least a majority of the voting equity securities of the surviving or
successor corporation;
(iii) any "person" or "group" of persons (as such terms are
used in Section 13(d) of the Securities Exchange Act of 1934, as amended),
other than the Company or a subsidiary of the Company, and other than persons
holding greater than 10% of the outstanding voting securities as disclosed in
the Company's Prospectus dated July 9, 1996 and as updated by successive 13D
filings,
becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of securities of the Company representing 50% or more
of the combined voting power of the Company's then outstanding securities, or
(iv) the resignation or removal of a majority of Board of
Directors.
8. EFFECT ON SUCCESSORS IN INTEREST. This Agreement shall inure to the
benefit of and be binding upon heirs, administrators, executors, successors
and assigns of each of the parties hereto.
9. NOTICES. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery,
including by facsimile, or by recognized courier (such as Federal Express),
or three (3) business days after deposit in the United States Mail, by
registered or certified mail, addressed to a party at its address shown below
or at such other address or facsimile number as such party may designate in
writing to the other party pursuant to this section.
10. ASSIGNMENT. OSS shall have the right to assign this Agreement and to
delegate all of its rights, duties and obligations hereunder, whether in whole
or in part to any parent, affiliate, successor, or subsidiary organization or
company of OSS or corporation with which OSS may merge or consolidate or
which acquires by purchase or otherwise all or substantially all of OSS
assets, but such assignment shall not release OSS from its obligations under
this Agreement. The Employee shall have no right to assign this Agreement.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia. In the event of any
dispute under this Agreement, it shall be resolved through binding
arbitration in accordance with the rules of the American Arbitration
Association.
12. SEVERABILITY. The provisions of this Agreement are severable, and in
the event that any provision of this Agreement shall be determined to be
invalid or unenforceable under any controlling body of law by an arbitrator
or court of competent jurisdiction, such invalidity or unenforceability shall
not in any way affect the validity or enforceability of the remaining
provisions hereof.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
between the parties with respect to the subject matter hereof, superseding
all negotiations, prior discussions and preliminary agreements. This
Agreement may not be amended except in writing executed by the parties
hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by a duly authorized officer, and ▇▇. ▇▇▇▇▇▇ has signed this Agreement
as of the date and year written above.
The Company:
On-Site Sourcing, Inc.
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BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chairman
Employee:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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