Exhibit 10 (c)
AGREEMENT as of March 6, 1997 between Xxxxxxx X. Xxxx (the "Executive")
and Computer Horizons Corp., a New York Corporation (the "Company") which
Agreement supercedes any prior Agreements between the parties.
The Parties hereto agree as follows:
1. The Company hereby continues the employment of the Executive for the
period (hereafter referred to as the "Employment Period") commencing as of March
6, 1997 and continuing until March 6, 1998 and thereafter except as may be
modified by the parties, shall be automatically renewed for periods of one year
unless and until either party exercises its right to terminate as provided
elsewhere herein. The Executive shall continue to serve as a Vice President of
the Company, hereby accepts such continued employment and agrees to devote his
full time and effort to the business and affairs of the Company with such duties
as may be reasonably assigned to the Executive from time to time by the
President or by an Executive Vice President of the Company.
2. (a) The Company shall pay to the Executive, for all services
rendered by the Executive in any capacity hereunder, an initial salary at a rate
of $115,000.00 per year, payable in accordance with the Company's general
practice.
(b) In addition, the Company in its sole discretion agrees to pay
the Executive a bonus, provided certain criteria, which forms the basis for
Management Bonus Objectives are met.
(c) The Company, in lieu of providing the Executive with a car,
agrees to pay the Executive on a monthly basis, as a car allowance, an amount
agreed to from time to time.
(d) It is expressly understood and agreed that any changes in the
Executive's salary, duties, location or title etc. will not invalidate this
contract but rather said change(s) may at the option of the parties be
incorporated into a "Rider" to be appendixed to this contract. In any event
failure to so do will not effect the validity of, or the enforceability or the
other terms herein.
3. The Executive, during the Employment Period, shall be entitled to
participate in, and receive benefits in accordance with, the Company's employee
benefit plans and programs at the time maintained by the Company for its
executives, subject to the provisions of such plans and programs.
4. The Employment Period may be terminated by the Company or the
Executive upon thirty (30) days prior written notice to the other.
5. (a) In the event that the Employment Period shall be terminated by
the Company for any reason, the Company shall pay to the Executive, subject to
the provisions hereof, severance pay in the amount equal to his then annual
salary rate ("Severance Pay"); provided the Executive shall not be or have been
at any time in default of the covenants contained in Section 6 hereof. Except as
herein provided the Severance Pay shall be payable in bi-weekly installments,
and, in addition, during this twelve (12) month period, the Company will
continue to pay and provide Executive with the same Benefits and Health Coverage
that the Executive was receiving prior to the conclusion of his employment.
(b) In the event the Executive shall be in default in the covenants
contained in Section 6 hereof, any amounts shall be promptly repaid by the
Executive to the Company.
6. (a) The Executive agrees that he will not, in any manner, directly
or indirectly, compete or attempt to compete with the Company or any subsidiary
of the Company or have a substantial ownership in, manage, operate, or control
any entity which directly or indirectly competes or attempts to compete with the
Company or any subsidiary for a period of one ( 1) year from termination of the
Executive's employment with the Company by (i) performing, or causing to be
performed, or soliciting or aiding, in any manner, solicitation of, any work for
any firm, corporation, or other entity ("Customer") with which, at the time
during the 12 month period prior to termination of the Employment Period, the
Company or any subsidiary conducted any business or (ii) inducing any personnel
to leave the service of the Company or of any subsidiary. Within two (2) weeks
of a written request of the Executive following termination of the Employment
Period, the Company shall deliver to the Executive a list of Customers and the
Executive shall within two (2) weeks after such delivery on reasonable prior
notice have the right during normal business hours to examine such books and
records of the Company as shall be reasonably necessary to confirm that only the
names of Customers are set forth on the list.
(b) The Executive agrees that the remedy at Law for any breach by
him of the foregoing shall be inadequate and that the Company shall be entitled
to injunctive relief. This selection constitutes an independent and separable
Covenant that shall be enforceable notwithstanding any right or remedy that the
Company may have under any other provisions of this Agreement or otherwise.
7. (a) This Agreement contains the entire agreement between the Parties
hereto, and supercedes and nullifies all prior understandings, promises and
undertakings, if any, made orally or in writing by or on behalf of the Parties
hereto, with respect to the subject matter hereof, and may not be modified or
terminated orally. This Agreement shall be construed and governed in accordance
with the laws of the State of New Jersey.
(b) This Agreement shall be biding upon and inure to the benefit of the
Company and its successors and assigns and the Executive and his heirs,
executors, administrators and legal representatives but except for the right of
the Executive hereunder to receive any salary or Severance Pay, may be assigned,
pledged or encumbered by the Executive without the consent of the Company.
8. Any offer, notice, or request or other communication hereunder shall
be in writing and shall be deemed to have been duly delivered if hand or mailed
by registered or certified mail, return receipt requested, addressed to the
respective address of each Party herein set forth, or to such other address as
each Party may designate by a notice pursuant hereto:
If to the Company: Computer Horizons Corp.
00 Xxx Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxx Xxxxxx 00000-0000
Attention: President
If to the Executive: Computer Horizons Corp.
00 Xxx Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxx
9. If any provisions of this Agreement shall be held for any reason to
be unenforceable, the remainder of the Agreement shall nevertheless remain in
full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first above written.
COMPUTER HORIZONS CORP.
BY:/s/Xxxx X.Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
President
/s/Xxxxxxx X. Xxxx
-------------------
Xxxxxxx X. Xxxx
Vice President
Exhibit 10 (g)
$15,000,000.00 New York, New York
June 30, 1996
1. For value received, the undersigned, by this promissory note (the
"Note") unconditionally promises to pay to the order of CHEMICAL BANK (the
"Bank") at any of its banking offices in New York, New York, in lawful money of
the United States and immediately available funds, the principal amount of
Fifteen Million and 00/100 Dollars ($15,000,000.00) or the aggregate unpaid
principal balance of all advances made by the Bank to the undersigned, whichever
is less, together with interest on each advance, in like money and funds, at a
rate determined by the Bank in its sole discretion at the time of such advance.
Each advance shall be payable on the maturity date thereof, as agreed between
the Borrower and the Bank on the date of such advance, provided that no advance
may mature after June 30, 1997 (the "Final Maturity Date"). Interest shall be
payable on the maturity date of each advance and upon any prepayment of any
advance.
2. If all or any portion of any advance shall not be paid when due
(whether as stated, by acceleration or otherwise) such advance shall bear
interest, for the period from the due date of such advance until the maturity
date thereof, at the rate per annum which is equal to 2% above the rate which
would otherwise be applicable hereunder and thereafter until the unpaid
principal amount thereof shall be paid in full, at the rate per annum which is
equal to 2% above the rate of interest publicly announced by the Bank from time
to time in New York, New York as its prime rate. Each change in the interest
rate hereon resulting from a change in the prime rate of the Bank shall become
effective as of the opening of business on the day on which such change in such
prime rate occurs. Interest shall be calculated on the basis of a 360 day year
for actual days elapsed. Anything in this Note to the contrary notwithstanding,
the Bank shall not be permitted to charge or receive, and the undersigned shall
not be obligated to pay, interest in excess of the maximum rate from time to
time permitted by applicable law; provided, however, if the maximum rate
permitted by law changes, the rate hereunder shall change, without notice to the
undersigned, on the same day the maximum rate permitted by law changes.
3. The undersigned may not prepay any advance unless it shall reimburse
the Bank on demand for any loss incurred or to be incurred by it in the
reemployment of the funds released by any such prepayment. Such loss shall be
the difference, as determined by the Bank, between the cost of obtaining the
funds for the advance or advances (or portion thereof) prepaid and any lesser
amount which may be realized by the Bank in reemploying the funds received in
prepayment during the period from the date of prepayment to the maturity date of
each advance prepaid.
4. If any amount becomes due and payable under this Note on a Saturday,
Sunday or other day on which commercial banks are authorized to close under the
laws of the State of New York, the maturity thereof shall be extended to the
next succeeding business day and interest thereon shall be payable during such
extension at the rate applicable to the Note prior to such extension.
5. The undersigned shall pay all reasonable out-of-pocket costs and
expenses incurred by the Bank in connection with the preparation, development
and execution of this note and any amendment, supplement or modification hereto,
including, without limitation, the fees and disbursements of counsel to the Bank
(which may include allocation of the cost of in-house counsel to the Bank).
6. Upon occurrence, with respect to any maker, endorser or guarantor of
any of the following: default in payment of this Note or any other obligation of
any nature or description to the Bank (collectively, the "Obligations"); any
other violation of any covenant or condition of any of the Obligations; calling
a meeting of any creditors; filing of a voluntary or involuntary petition under
the Federal Bankruptcy Code which, in the case of an involuntary petition, is
not dismissed, discharged or bonded with 60 days of the date of such petition;
insolvency; entry of a judgment; failure to pay or remit any tax when assessed
or due unless contested in good faith by appropriate proceedings, for which
adequate reserves are being provided; death (in the case of an individual),
termination (in the case of a partnership) or dissolution (in the case of a
corporation); granting a security interest in any property; suspension or
liquidation of usual business; failing to furnish financial information or to
permit inspection of books or records; making any misrepresentation to the Bank
in obtaining credit; or, in the Bank's opinion, impairment of financial
responsibility; then the Obligations shall be due and payable immediately
without notice or demand.
7. The undersigned agrees to indemnity the Bank for, and to hold the
Bank harmless from, any loss or expense which the Bank may sustain or incur,
including any interest payment by the Bank to lenders of funds borrowed by it in
order to make or maintain the loans evidenced hereby as a consequence of (a)
default by the undersigned in payment of the principal amount of, or interest
on, this Note and (b) payment by the undersigned on a day other than the
maturity date of any advance as a result of acceleration of the obligations
hereunder or otherwise. This covenant shall survive payment of this Note.
8. Each advance, and each payment made on account of the principal
thereof, shall be endorsed by the holder on an attachment hereto on the date
such advance is made or a payment in immediately available funds is received.
This Note shall be used to record all advances and payments of principal made
hereunder until it is surrendered to the undersigned by the Bank and it shall
continue to be used even though there may be periods prior to such surrender
when no amount of principal or interest is owing hereunder.
9. The Bank shall have a continuing lien and/or right of set-off on
deposits (general and special) and credits with the Bank of every maker,
endorser and guarantor, and may apply all or part of same to the Obligations
(whether contingent or unmatured), at any time or times, without notice. The
Bank shall have a continuing lien on all property of every maker, endorser and
guarantor and the proceeds thereof held or received by or for the Bank for any
purpose. Any notice of disposition of property shall be deemed reasonable if
mailed at least 5 days before such disposition to the last address of such
maker, endorser or guarantor on the Bank's records. Each maker, endorser and
guarantor agrees to pay the costs and expenses (including, without limitation,
reasonable attorneys' fees) of enforcing the Obligations. Each maker, endorser
and guarantor waives protest and, in any litigation (whether or not relating to
the Obligations) in which the Bank and any of them shall be adverse parties,
waives the right to interpose any set-off or counterclaim of any nature or
description and any defense based upon any statute of limitations or any claim
of laches. Time for payment extended by law shall be included in the computation
of interest.
10. The undersigned hereby irrevocably (a) submits, in any legal
proceeding relating to this Note, to the non-exclusive in personam jurisdiction
of any state or United States court of competent jurisdiction sitting in the
State of New York and agrees to suit being brought in any such court, (b)
agrees to service of process in any such legal proceeding by mailing of copies
thereof (by registered or certified mail, if practicable) postage prepaid, or by
telex, to the undersigned at the last known address of the undersigned on the
books of the Bank, and (c) agrees that nothing contained herein shall effect the
Bank's right to effect service of process in any other manner permitted by law;
and the undersigned and the Bank hereby irrevocable waive, in any such legal
proceeding, trial by jury.
11. This Note shall be governed by, and construed in accordance with,
the laws of the State of New York.
COMPUTER HORIZONS CORP.
By: /s/Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx
Title: Treasurer
SCHEDULE OF ADVANCES
UNPAID
INTEREST AMOUNT OF PRINCIPAL NOTATION
AMOUNT OF MATURITY RATE PER PRINCIPAL BALANCE OF MADE
DATE ADVANCE DATE ANNUM PAID ADVANCE BY
--- --------- -------- -------- --------- ---------- --------
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
Exhibit 10 (h)
PNC Bank, N.A. 000 000 0000 Xxxxxxx X. Xxxxxx
Corporate Banking 000 000 0000 Vice President
0 Xxxxxx Xxxxxxxx Xxxxx
Xxxx Xxxxxxxx, XX 00000
PNC BANK
March 14, 1997
Xx. Xxxxx Xxxxxxx
Computer Horizons Corp.
00 Xxx Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxx Xxxxxx 00000-0000
THIS LETTER SUPERSEDES CONFIRMATION
LETTERS DATED DECEMBER 20, 1996 AND MARCH 7, 1997
AND IS NOT IN ADDITION THERETO. THESE LETTERS
OF DECEMBER 20, 1996 AND MARCH 7, 1997 ARE WITHDRAWN.
RE: $10,000,000 Discretionary Line of Credit with a $1,000,000 Sublimit for
Letters of Credit
Dear Xx. Xxxxxx:
We are pleased to confirm that PNC Bank, National Association (the "Bank"), has
approved a $10,000,000 Discretionary Line of Credit to Computer Horizons Corp.
("Borrower") or (the "Company"). The Line of Credit may be used for Working
Capital purposes. The Bank will also consider applcations for Standby or
Commercial Import Letters of Credit for amounts up to $1,000,000 in the
aggregate for periods up to one year. The issuance of Letters of Credit will
reduce the amount available under the $10,000,000 Discretionary Line of Credit.
Advances made under the line of credit, if any, shall be due and payable
quarterly, or on the last day of the applicable interest period, and all
obligations of the Company to the Bank shall be due and payable upon the
occurrence of an event of default. All advances will be cross-defaulted to one
another and will bear interest at a rate of Libor (reserve adjuted) plus 50
basis points, calculated on a 360 day basis and payable quarterly or on the last
day of each interest period, for periods of 1, 2 or 3 months and will be subject
to the terms and conditions set forth in this letter and the appropriate Note.
The line of credit will be reviewed by the Bank from time to time and in any
event prior to its expiration on May 31, 1998 (the "Expiration Date") to
determine whether it should be continued or renewed.
This is not a committed line of credit. The Company acknowledges and agrees that
advances made or letters of credit issued, under this line of credit, if any
shall be made at the sole discretion of the Bank. The Bank may decline to make
advances or issue letters of credit under the line, terminate the line at any
time and for any reason without prior notice to the Company. This letter sets
forth certain terms and conditions solely to assure that the parties understand
each other's expectations and to assist the Bank in evaluating the status, on an
ongoing basis, of the line.
The Bank's willingness to consider making advances or issue letters of credit
under this facility is subject to the Company's ongoing agreement (a) to furnish
the Bank with its audited consolidated annual financial statement and 10K within
90 days after the end of its fiscal year, its unaudited management prepared
accountant reviewed 10Q, which includes the quarterly financial statements
within 60 days after the end of each fiscal quarter and such other financial
information as the Bank may reasonalby request from time to time promptly after
receipt of each request, (b) upon the Banks' request, to provide certificates
indicating compliance with any restrictions concerning other borrowings
contained in Senior Note documents and to notify the Bank as soon as practical
following the ocurrence of any default (or event which, with the passage of time
or giving of notice or both, would become a default) under any direct or
contingent obligation of the Company, and (c) upon the Bank's request, to
furnish copies of any covenant compliance certificates prepared in connection
with any such obligataions. (d) All credit facilities to be cross defaulted.
Please indicate the Company's agreement to the terms and conditions of this
letter by having the enclosed copy of this letter executed where indicated and
returning it to me. Prior to the making of any advances hereunder, the Company
must deliver to the Bank a duly executed original Note and a certified copy of
resolutions and an incumbency certificate, each in form and substance
satisfactory to the Bank.
All letters of credit that might be issued will be subject to the terms and
conditions set forth herein and in an Application and a Reimbursement Agreement
for the issuance of a Letter of Credit (an Application) executed by the Company
and delivered to the Bank.
We are pleased to offer support for your banking needs and look forward to
working with you, your staff and Computer Horizons Corp.
Very truly yours,
PNC Bank, National Association
/s/Xxxxxxx X. Xxxxxx
--------------------
Xxxxxxx X. Xxxxxx
Vice President
Agreed and accepted this 17th day of March, 1997.
The undersigned hereby agrees and consents to the terms as outlined herein.
Borrower: Computer Horizons Corp.
By: /s/Xxxxx X. Xxxxxxx Date: 3/17/97
------------------------
Xxxxx X. Xxxxxxx
Title: Treasurer
