EXHIBIT 10.7
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made on June 18, 1997, to
be effective as of April 17, 1997, between CENTURY SERVICES, INC., a Maryland
corporation (the "Company"), and Xxxxxx Xxx, an individual resident of the State
of Maryland (the "Executive").
BACKGROUND:
The Executive desires to enter into employment with the Company and the
Company desires to employ the Executive.
In consideration of the employment of the Executive by the Company and the
mutual agreements stated below, the parties agree as follows:
STATEMENT OF TERMS:
SECTION 1
DUTIES OF EXECUTIVE
1.1 ENGAGEMENT. The Company employs the Executive, and the Executive
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accepts such employment with the Company, subject to the terms and conditions of
this Agreement.
1.2 DUTIES AND RESPONSIBILITIES OF EXECUTIVE. The Executive will be
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employed as the Senior Vice President-Technology of the Company and will do and
perform all services and acts necessary or advisable to fulfill the duties of
Senior Vice President-Technology of the Company and will conduct and perform
such services and activities as may be determined from time to time by the chief
executive officer of the Company. The Executive will diligently follow and
implement all management policies and decisions of the Company. The Executive
agrees that he has a duty of loyalty to the Company and will not engage in, or
otherwise be interested in, directly or indirectly, any other business or
activity that would materially and adversely affect the Company's business or
the Executive's ability to perform his duties under this Agreement.
1.3 WORKING FACILITIES. The Company, at its expense, will furnish the
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Executive with such office space, office equipment, secretarial help and such
other facilities, equipment and services as the Company determines to be needed
or beneficial for the performance by the Executive of the duties contemplated
under this Agreement. It is anticipated that the Executive will provide
services at and have available for use the Company's facilities at its
headquarters location.
SECTION 2
COMPENSATION
2.1 CASH COMPENSATION. For all services to be rendered by the Executive
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under this Agreement, Company will pay the Executive the following amounts,
which payment will be subject to withholdings for local, state and federal
taxes, social security, and other deductions required by law or the policies of
the Company, from time to time in effect:
(a) Base Salary. The Company will pay the Executive an annual gross
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salary (the "Base Salary") of $125,000. The Base Salary will be payable on
the Company's standard salary payment schedule for executive level
employees. The Executive will receive an annual increase in his rate of
Base Salary of ten percent (10%) effective on January 1 of each year
beginning on or after January 1, 1998.
(b) Bonus. For each of fiscal year 1997, 1998, and 1999, if the
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Executive remains an employee of the Company on the last day of such fiscal
year, Executive will be eligible to receive a bonus of 100 percent of Base
Salary if he achieves all performance criteria established by the
Compensation Committee of the Company. Each bonus will be payable as soon
as administratively feasible after the Company's audited financial
statements for the applicable fiscal year become available. The
performance criteria for fiscal year 1997 have been established as follows:
(1) if the Company attains gross revenues of at least $9 million as shown
in the Company's audited financial statements, the Executive will receive a
bonus of fifty percent (50%) of Base Salary, and in addition, (2) if the
Company attains net income before interest, taxes, and amortization (EBITA)
of $200,000 as shown in the Company's audited financial statements, the
Executive will receive an additional bonus of fifty percent (50%) of Base
Salary. Such bonus for 1997 will be payable fifty percent (50%) in cash
and fifty percent (50%) in shares of common stock, par value $.001, of the
Company ("Common Stock"). The number of shares of Common Stock the
Executive will receive pursuant to the bonus formula will be equal to (a)
the dollar amount of the bonus payable in the form of shares of Common
Stock divided by (b) the average trade price per share of Common Stock over
the last ten trading days of the fiscal year for which the shares of Common
Stock are granted. In the event the Executive does not achieve the
performance criteria, or any part thereof, for the fiscal year, the
Compensation Committee of the Company will have the authority and
discretion to award the bonus or any part thereof. For fiscal years 1998
and 1999, the Compensation Committee of the Company will, no later than 90
days after the beginning of the fiscal year, set new performance criteria
and establish the percentage of the bonus for such year to be paid in cash
or shares of Common Stock and will promptly communicate the performance
criteria and the payment percentages to the Executive, thereafter.
2.2 BUSINESS EXPENSES. The Executive will be entitled to be reimbursed
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for all reasonable and necessary expenses incurred by him in connection with the
performance of his duties of employment under this Agreement in accordance with
the policies of the Company. The Executive will, as a condition of any such
reimbursement, submit verification of the nature and amount of such expenses in
accordance with the reimbursement policies from time to time adopted by the
Company.
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