Exhibit 10.2
EMPLOYMENT AGREEMENT
AGREEMENT made as of the ___ day of _______, 1998, by and between
SOFTWARE ANALYSIS AND MANAGEMENT, INC. a California corporation, (hereafter
"Employer") and XXX X. XXXXXXX (hereafter "Employee").
In consideration of the mutual promises herein contained and intending
to be legally bound hereby, the parties agree as follows:
EMPLOYMENT:
1. Employer hereby employs Employee and employee accepts employment
upon the terms and conditions of this Agreement.
TERM:
2. The initial term of this Agreement is for three (3) years (the
"Initial Term") commencing May 1, 1998 (the "Commencement Date"); provided,
however, that Employee may at any time upon sixty (60) days prior written notice
to Employer, terminate this Agreement in which event Employee and Employer will
negotiate a consulting agreement in good faith providing for Employee acting as
a consultant to Employer.
DUTIES:
3. Employee shall devote his full time, attention and best efforts to
his duties as General Manager. Employee shall at all times discharge his duties
in consultation with and under the supervision of the Chief Executive Officer of
Employer. Employee shall not engage in any business or perform any services in
any
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capacity whatsoever other than for Employer except with the prior written
approval of Employer.
COMPENSATION:
4. (a) For all services to be rendered by Employee hereunder, Employer
shall pay to Employee a salary of $120,000 per year to be paid in accordance
with the general payroll practices of Employer from time to time in effect.
(b) During each year that Employee is employed during the
Initial Term Employer shall pay to Employee a bonus of $100,000 payable in
quarterly installments of $25,000 each or accrued until the next quarterly
payment date or forgiven at the option of the Employee.
VACATIONS:
5. (a) Employee shall receive six (6) weeks of paid vacation in each
calendar year commencing January 1, 1998. Vacation pay shall be non-cumulative
and to the extent not taken shall not be compensated to the extent permitted by
law.
HOLIDAYS:
(b) Employee shall be entitled to those holidays allowed
for by Company policy.
ILLNESS:
(c) If Employee is prevented from performing his duties by
reason of illness or incapacity for an aggregate of ninety (90) days in any year
of this Agreement, Employer shall not be obligated to pay Employee compensation
for any period of absence in excess of the aggregate of ninety (90) days in any
year. Sick pay shall be
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non-cumulative and, to the extent not used, shall not be
compensated.
DISABILITY:
(d) If Employee is prevented from performing his duties by
reason of verifiable physical or mental illness or incapacity for a continuous
period of ninety (90) days, then Employer, in addition to the remedy provided
for in subparagraph (c) hereof, may on fifteen (15) days prior written notice,
terminate Employee's employment.
TERMINATION:
6. (a) Notwithstanding any other provision hereof, this Agreement shall
terminate immediately upon the death of Employee or Employee's discharge by
Employer upon good and sufficient cause. In the event of Employee's death while
an Employee in good standing with Employer, said Employer shall pay Employee's
named beneficiary, or if there be none then living, to his estate, Employee's
base salary at the date of his death for a period of one (1) month after the
date of death, payable weekly.
(b) "Good and sufficient cause" shall include, but not be
limited to:
(i) material dishonesty detrimental to the
best interests of Employer;
(ii) substantial continuing inattention
to or substantial neglect of the
duties to be performed by Employee
which inattention is not the result
of illness; or
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(iii) willful disloyalty to Employer.
(c) In the case of the causes described in Sections
6(b)(ii) and (iii) Employer shall give Employee written notice of such causes
and thirty (30) days to cure such causes, prior to any termination of
employment.
(d) If Employee is terminated for good and sufficient cause
then all compensation, bonuses and benefits accrued to the termination date
shall be paid to Employee and thereupon all obligations of Employer to the
Employee shall cease.
EXPENSES:
7. (a) During the term of this Agreement, Employer agrees to pay all
reasonable expenses incurred by Employee in furtherance of the business of
Employer including travel and entertainment expense. Employer agrees to
reimburse Employee for any such expenses upon submission by him of a statement
itemizing such expenses.
(b) During the term of this Agreement Employer shall pay to
Employee a monthly allowance of $1,000.00 to cover automobile expenses including
payments for automobile, insurance, maintenance, gasoline, tolls and other
automobile expenses.
(c) When traveling by air on Employer's business Employer
shall pay the expenses of Employee's traveling First Class.
MEDICAL INSURANCE:
8. During the term of this Agreement, Employer shall include Employee
in the medical insurance coverage provided for employees of Employer.
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DISCLOSURE OF INFORMATION:
9. Employee will not, during or at any time after termination of
employment hereunder, without authorization of Employer, disclose to, or make
use of for himself or for any person, corporation, or other entity, any trade
secret or other confidential information concerning the business, clients,
methods, operations, financing or services of Employer or its affiliates. Trade
secrets and confidential information shall mean information disclosed to
employee or known by him as a consequence of his employment by Employer, whether
or not pursuant to this Agreement, and not generally known in the industry.
Without limiting the generality of the foregoing trade secrets and confidential
information shall include market analysis and market expansion plans of Employer
and all technical information relating to products or systems developed or being
developed by Employer and all planned product or system improvements or changes.
NON-COMPETITION:
10. Employee agrees that he will not, during the term of his employment
and for a period of three (3) years following the later of (a) the termination
of his employment for whatever reason, voluntary or involuntary, or (b) the date
of payment of the last full installment of Deferred Consideration as that term
is defined in Section 2.4 of that certain Stock Purchase Agreement dated July
14, 1998 between RCM Technologies, Inc. and, inter alia, the Employee, (the
"Restricted Period") within the counties of Orange, Los Angeles, San Diego and
San Bernardino, California whether as
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employee, owner, partner, agent, director, officer or shareholder engage in the
business of contract or temporary staffing or permanent placement of technical
personnel or engage in the business of information technology or engineering
consulting. As used herein "technical personnel" means information technology,
engineering and manufacturing professional personnel. Without limiting the
generality of the foregoing do any of the following:
(a) Solicit, divert, accept business of contract or temporary
staffing of technical personnel or information technology or engineering
consulting from any client of Employer who is or was a client during the term of
Employee's employment with or ownership of Employer, including all clients
directly or indirectly produced or generated by Employee.
(b) Solicit, induce or contract with any of the Employer's
employees to leave Employer or to work for Employee or any company with which
Employee is connected.
(c) Solicit, divert or take away any of Employer's sources of
business.
The provisions of this paragraph 10 shall be
construed as an agreement independent of any other provision of this Agreement
and the existence of any claim or cause of action of Employee against Employer
whether arising out of this Agreement or otherwise shall not constitute a
defense to the enforcement by Employer of the provisions of this paragraph.
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REMEDIES:
11. Employee agrees that a violation of any of the provisions of
paragraphs 9 and 10 hereof will cause irreparable damage to Employer the exact
amount of which it will be impossible to ascertain and, for that reason,
Employee agrees that Employer shall be entitled to injunctive relief restraining
any violation of paragraphs 9 and 10 hereof by Employee and any person, firm or
corporation associated with him, such right to be cumulative and in addition to
all other remedies available to Employer by reason of such violation.
BONUS; STOCK OPTIONS
12. During the term of his employment, Employee shall be a participant
in such bonus, stock option and similar benefit programs as are maintained from
time to time by Employer and available to executive level employees of Employer
or its parent. The bonus, if any, mentioned herein shall be in addition to the
bonus specified in Paragraph 4(b) hereof.
ARBITRATION:
13. Except for controversies relating to Sections 9 and 10 hereof which
are subject to the provisions of Section 11 hereof, if dispute arises as to
interpretation of this Agreement, it shall be decided by a single arbitrator in
an arbitration proceeding conforming to the Rules of the American Arbitration
Association applicable to commercial arbitration. The arbitration shall take
place in Orange County, California. The decision of the arbitrator shall be
conclusively binding upon the parties and final, and such
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decision shall be enforceable as a judgment in any court of competent
jurisdiction. The losing party in the arbitration shall pay the fees and
expenses of the arbitrator.
NOTICES:
14. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing, and if sent by certified mail, return receipt
requested, as follows:
IF TO EMPLOYEE: Xxx X. Xxxxxxx
0000 Xxxxxx Xxxx Xxx
Xxxxxxxxx, XX 00000
IF TO EMPLOYER: Software Analysis And
Management, Inc.
c/o RCM Technologies, Inc.
0000 XxXxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxx
BINDING EFFECT:
15. The terms of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective personal representatives,
successors and assigns.
INTEGRATION-AMENDMENT:
16. This Agreement contains the entire agreement between the parties
hereto, with respect to the transactions contemplated herein and supersedes all
previous representations, negotiations, commitments and writings with respect
thereto. No amendment or alteration of the terms of this Agreement shall be
valid unless made in writing and signed by all of the parties hereto. This is
the Employment Agreement mentioned in that certain Stock Purchase
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Agreement dated July 14, 1998 between RCM Technologies, Inc. and,
inter alia, Employee.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
SOFTWARE ANALYSIS AND
MANAGEMENT, INC.
BY:
XXX X. XXXXXXX
[XXX\00000 XXXXXXX EMPLOYMENT AGREEMENT]
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