Exhibit 10.5
Contract of Employment
For
Executive Management
This Contract, made and entered into this 22nd day of November, 1994 by and
between Production Group International, Inc., hereinafter called "Employer,"
and Xxxxxxx Xxxxxx, hereinafter called "Employee";
Witness:
--------
That Whereas, the Employer desires to provide executive management services
pursuant to contracts which the Employer has or will have with current and
prospective clients and;
Whereas, the Employer does desire to employ the Employee to provide these
services;
Now Therefore; in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:
1. Position and Term
-----------------
a) The Position is that of Group President, Meetings, Exposition and
Publishing Group, Production Group International, Inc.
b) The term of this contract shall begin on January 1, 1995, and be for a
period of two years. The contract will be automatically renewed on the
anniversary date for an additional period of two years unless the
contract has been terminated pursuant to the provisions under Paragraph
5. This contract supersedes any and all contracts that may have
previously been negotiated between Employer and Employee, either written
or oral.
2. Employee Duties
---------------
a) The duties and responsibilities of the Employee shall be those
established by the Employer. The duties shall include but not be limited
to the following:
i) Perform any duties as assigned by Chief Executive Officer
ii) Provide executive management of the designated business group
iii) Chair or be a member of any company project or focus team as
assigned
iv) Perform duties as CEO designate representative where required and
assigned
Contract of Executive Employment for Xxxxxxx Xxxxxx
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3. Trade and Business
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a) The Employee hereby acknowledges that during the term of this contract,
he will have access to various trade secrets of the Employer. Therefore:
i) The Employee recognizes and acknowledges that such trade secrets
and other information defined herein as confidential, including,
but not limited to the following, is a valuable, special and
unique asset of the Employer's business: procedures, practices,
records, methods, systems, software, lists of clients, and
prospective clients, marketing and operational plans, contracts,
ideas, and policy manuals.
All such information remains the property of the Employer, and the
Employee, except as required in his duties to the Employer, hereby
covenants and agrees that he will never, directly or indirectly,
during his employment or after termination thereof, use,
disseminate, disclose, lecture on, or in any manner publish any
confidential information without the Employer's permission given
in writing.
ii) The Employee agrees that all documents, records, manuals,
notebooks, software, writings of any kind, containing confidential
information relating to the business of the Employer or its
affiliated companies, including copies thereof, then in the
Employee's possession, whether prepared by the Employee, the
Employer, or others, shall be the property of the Employer. Upon
termination of Employment, the Employee agrees to deliver all of
this property to the Employer.
b) The Employee acknowledges that part of his salary is in return for
entering into the following agreement:
i) The Employee agrees that during his employment and for a period of
two (2) years following termination he will not seek to induce, by
any method whatsoever, any other employees of the Employer to
leave their employment with the Employer.
ii) The Employee further agrees that he shall not during the term of
this agreement, or for a period of one (1) year following the
termination of this agreement, directly or indirectly, persuade or
induce or seek to persuade or induce any of the Clients of the
Employer to purchase services in competition with PGI from any
other business or person.
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Contract of Executive Employment for Xxxxxxx Xxxxxx
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iii) The Employee further agrees not to utilize any list of clients
which they had access or knowledge of while employed by the
Employer to try to solicit such clients for any other company.
iv) The Employee further agrees that during the term of this contract
and for a period of one (1) year following termination of
employment with the Employer that he will not be employed in a
role providing services substantially similar to what the Employer
provides to any client to which the Employer presently provides
its services to or to any client to which the Employee provided
services during the term of this agreement or for a period of one
(1) year following the termination of this agreement.
v) The Employee also agrees that for a period of one (1) year
following termination of this agreement, he will not work for, or
provide services for any other organization in competition with
PGI.
4. Compensation, Benefits and Expense Reimbursement
------------------------------------------------
a) All wages shall be paid in accordance with the Employer's procedures and
are subject to withholdings as required by local, state and federal law.
b) The Employee will receive benefits 11/29/94 provided by the Employer to
the Employee in accordance with the policy and procedures manual as
adopted by the Employer.
c) In addition to the standard benefit package, the Employee is entitled
11/29/94 to specific compensation and benefits as outlined in
Addendum A.
d) The Employee shall receive expense reimbursement as outlined in the
policy and procedures manual unless modified as set forth in Addendum A.
5. Termination
-----------
a) Either party may terminate this contract upon the giving of ninety (90)
days' written notice to the other party. In the event this ninety days'
notice is given by the Employer and no other provisions of this
agreement are violated, the Employee shall be entitled to all salary and
benefits as specified in this contract. In the event this ninety days'
notice is given by the Employee and no other provisions of this
agreement are violated, the Employer shall have the option of
immediately terminating this agreement without further compensation or
accepting the notice period and continuing employment. If the Employer
accepts the notice period then Employee shall be entitled to all salary
and benefits as
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Contract of Executive Employment for Xxxxxxx Xxxxxx
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specified in this contract during the notice period or the remaining
time of the contract whichever is less.
b) If either party intends not to exercise the renewal of this contract
they are required to provide sixty (60) days notice to the other party.
c) In the event that the Employee violates any corporate policies or any of
the provisions as may be adopted and set forth in the PGI Policy and
Procedures Manual, is convicted of any criminal offense involving moral
turpitude; abuses alcohol or drugs to such an extent that it has an
adverse impact on the Employee's ability to perform his or her job, then
the Employee shall be subject to immediate termination, with all salary
and benefits to cease upon termination.
6. Miscellaneous
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a) The Employee shall not have the right to enter into a contract with any
third party on behalf of the Employer nor shall the Employee sign any
agreement with any other party on behalf of the Employer without the
express written consent of the Employer.
b) In the event any provisions of this contract shall be deemed
unenforceable, then all remaining provisions shall remain in full force
and effect and the contract shall be construed as if the invalid
provisions had been omitted.
c) In the event that either party fails to take action when the other party
does not abide by the terms of this agreement, such failure to act shall
not prevent the party from taking action for any future violations of
this agreement.
d) This contract shall be construed in accordance with the laws of the
State of Virginia and all parties agree that the State of Virginia shall
be the proper jurisdiction and the County of Arlington shall be the
proper venue regarding any dispute relating to this contract.
e) This contract shall be the sole agreement between the Employer and the
Employee, and no representative of the employer other than the CEO has
any authority to enter into or amend an employment contract, or to make
any agreement contrary to the foregoing.
f) Because this agreement supersedes any and all previous employment
contracts or discussions between the parties and because this agreement
is the sole agreement in effect between them each party forever releases
and covenants not to xxx the other for any liability arising up to the
date of execution of this agreement. This knowing and voluntary release
and covenant not to xxx, mutually given and
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Contract of Executive Employment for Xxxxxxx Xxxxxx
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effective, includes any and all claims under federal, state, and local
laws, regulations and common law.
g) The Employee will notify the Employer of any non Employer related
activities which may conflict with the Employee's job performance.
h) All written notices to be given pursuant to this contract shall be sent
as follows:
(1) To Employer:
Xxxx X. Xxxxxxxxx, CEO
Production Group International, Inc.
Xxxxx 000
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
(2) To Employee:
Xxxxxxx Xxxxxx
0 Xxxxx'x Xxxx
Xxxxxxxxxx, XX 00000
7. Signatures
a) This employment agreement is agreed to by both parties this 22nd day of
November 1994.
/s/ Xxxx X. Xxxxxxxxx
---------------------------
Xxxx X. Xxxxxxxxx
Chief Executive Officer
Production Group International, Inc.
/s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx Xxxxxx
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Contract of Executive Employment for Xxxxxxx Xxxxxx
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Addendum A
Compensation and Benefits
-------------------------
Position: Group President, Meetings, Exposition and Publishing Group
1. Base Annual Salary
a) Base salary is set at $175,000 and is payable semi-monthly. The Employer
offers direct deposit services at its expense. Base salary will be
reviewed annually and a draw on potential bonus will be considered after
the first year if a bonus can be reasonably anticipated.
2. Annual Performance Bonus
a) An annual bonus of 10% of the increase in Net Income before tax of the
Meetings, Exposition and Publishing Group over previous company fiscal
year. The Employer, after discussion with Employee will either adjust
base targets or segregate any mid-year acquisitions and mergers that may
have an impact on the Group.
3. Equity participation
a) A stock grant of 5,000 shares pursuant to the Employer's restricted
stock plan will be granted at the end of the first year of employment
and 2,500 each annual contract anniversary date thereafter. Additional
awards for performance available.
4. Expense Reimbursement
a) All reasonable expenses such as approved travel, hotel, short term
residence, parking, tolls, etc., incurred by the Executive during the
performance of his job will be reimbursed.
b) In addition, to normal business expenses in (1), during the first twelve
months of this agreement the Employer will pay directly or reimburse
Employee for up to a total of $20,000 for the twelve month period, for
temporary housing and living expenses incurred by Employee to reside in
Washington, DC. The Employee has the option of submitting actual
expenses or of taking an allowance to be paid in equal monthly
installments and reconciled every three months, with any overages or
shortages being adjusted in the following period.
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Contract of Executive Employment for Xxxxxxx Xxxxxx
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5. Insurance and Health
In addition to the Employer's standard health care plan the following will
be provided and is agreed to by the Employer and Employee:
1. The Employer intends to apply for Key Executive Life Insurance on the
Employee in the amount of $1,000,000, to be paid for at its expense. The
Employee will agree to support this applications and any medical or
informational requirements reasonably requested by the potential
insurance companies. In the event the Employer does secure such a
policy, it will either designate $500,000 of such policy to the
beneficiary of the Employee's choosing or acquire two $500,000 policies
and assign one to the Employee.
2. The Employer will also request on behalf of the Employee additional
levels of insurance under these policies to be paid for by the Employee.
3. The Employee will agree to participate in a full annual physical, which
results will be shared with the Employer and which will be paid for in
full by the Employer.
/s/ Xxxx X. Xxxxxxxxx
---------------------------
Xxxx X. Xxxxxxxxx
Chief Executive Officer
Production Group International, Inc.
/s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx Xxxxxx
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Contract of Executive Employment for Xxxxxxx Xxxxxx
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Addendum B
Compensation and Benefits
-------------------------
This addendum to the employment contract, made and entered into the 22nd day of
November, 1994 by and between Production Group International, Inc., hereinafter
called "Employer," and Xxxxxxx Xxxxxx, hereinafter called "Employee" adopts the
following changes, deletions and additions. All other terms of the above
contract remain in effect.
Position: President, PGI Exhibition Company
1. Annual Performance Bonus
This section will be deleted for the remainder of the term. No bonus was
earned to the point of this addendum.
2. Equity Participation
A stock grant of 25,000 shares pursuant to the Employer's stock plan will be
granted effective as of hire date and 2,500 each annual contract anniversary
date thereafter. Additional awards for performance will remain available.
3. Expense Reimbursement
Expense allowance for temporary housing will be extended to May 31, 1996.
Agreed this 5th day of February 1996.
/s/ Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxx
Chief Executive Officer
Production Group International, Inc.
/s/ Xxxxxxx Xxxxxx
--------------------------------
Xxxxxxx Xxxxxx
Contract of Executive Employment for Xxxxxxx Xxxxxx
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Addendum C
Compensation and Benefits
-------------------------
This addendum to the employment contract, made and entered into the 22nd day of
November 1994 by and between Production Group International, Inc., hereinafter
called "Employer," and Xxxxxxx Xxxxxx, hereinafter called "Employee" adopts the
following changes, deletions and additions. All other terms of the above
contract remain in effect.
Position: President, PGI Exhibition Company
1. Base Salary
Effective July 1, 1996 base salary will increase to $195,000 per annum for
the duration of the agreement.
Agreed this 1st day of July 1996.
/s/ Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxx
Chief Executive Officer
Production Group International, Inc.
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx Xxxxxx
