Exhibit 10.07(b)
THE HUNTER GROUP, INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective this 13 day of March, 1995 by and
between The Hunter Group, Inc. ("HUNTER"), a Maryland corporation with
offices throughout the United States; and Xxxxx X. Xxxxxx ("EMPLOYEE"), a
resident of the State of Connecticut.
WHEREAS, HUNTER is engaged in consulting and systems development,
research, design, formulation, manufacture, marketing, distribution,
licensing and sale of a variety of services and products, generally relating
to Financial Accounting and Human Resources Administration, including, but
not limited to, employee benefits, equal employment, applicant and resume
tracking, succession planning, suggestion awards, compensation, pension,
stock options, employee relations, training, health and safety, payroll,
accounts payable, accounts receivable, general ledger, fixed assets, and
related software systems, and now has and expects to develop confidential
information relating thereto; and
WHEREAS, EMPLOYEE is skilled in the fields in which HUNTER is engaged.
WHEREAS, HUNTER desires to utilize the services of EMPLOYEE and EMPLOYEE
desires to offer his/her services to HUNTER, and as a result of the
rendering of such services, EMPLOYEE may have access to confidential
information.
NOW THEREFORE, HUNTER and EMPLOYEE hereby agree as follows:
1. Services. EMPLOYEE agrees to perform for HUNTER such duties which are
consistent with EMPLOYEE's background, skills, and job responsibilities as
shall be reasonably assigned to him/her from time to time by HUNTER.
2. Compensation. EMPLOYEE shall be entitled to the compensation and
benefits described in the Offer Letter, a copy of which is attached hereto as
"Exhibit A".
3. EMPLOYEE's Authority to Bind the Corporation. EMPLOYEE shall not at
any time pledge the credit of HUNTER, nor enter into any contract or
agreement on behalf of HUNTER, without its prior written consent.
4. Term. EMPLOYEE may terminate his/her employment upon not less than
four (4) weeks' written notice provided, however, that all of the terms and
conditions intended to survive the termination of EMPLOYEE's employment
shall remain in full force and effect.
(a) Severance Entitlement. EMPLOYEE's employment with HUNTER is at-will and
can be terminated for any reason, with or without cause, at any time. In the
event HUNTER terminates this Agreement for any reason other than EMPLOYEE's
termination for cause as defined in subsection (b), EMPLOYEE shall be
entitled to advance notice, a severance payment in lieu thereof, or a
combination of notice and severance payment solely determined by HUNTER,
according to Hunter's policies then in effect.
(b) Termination for Cause. Notwithstanding anything to the contrary herein,
HUNTER shall be entitled to terminate EMPLOYEE's employment without prior
notice for cause, including but not limited to EMPLOYEE's misfeasance,
malfeasance, insubordination, breach of law or fiduciary duty, or any of
the other terms or conditions of his/her employment with HUNTER, including
any expressed or implied representations or warranties made by EMPLOYEE in
connection with his/her employment.
5. Reimbursement for Training Costs. EMPLOYEE acknowledges that HUNTER
may be incurring substantial costs for providing additional training and
professional development to EMPLOYEE during the course of his/her employment.
In the event EMPLOYEE voluntarily terminates his/her employment, EMPLOYEE
agrees to reimburse HUNTER for the costs of tuition, registration,
lodging, travel, meals, and related expenses incurred in connection with such
training and professional development during the three (3) months immediately
preceding the effective date of his/her termination. EMPLOYEE agrees that
HUNTER may deduct such costs from any salary, expense reimbursement or other
sums due to EMPLOYEE. In the event that additional sums are due and owing to
HUNTER, EMPLOYEE shall pay such amount to HUNTER on or before the effective
date of his termination, unless otherwise agreed in writing by both parties.
6. Rights to Work Product. With respect to any work product which is
conceived or produced by EMPLOYEE during the term of his/her employment or
with the use or assistance of HUNTER's facilities, materials, or personnel,
HUNTER shall own all rights, title and interest to such work product, and
such product shall be considered as "work made for hire," unless otherwise
agreed in writing by the parties.
7. Protection of Trade Secrets and Confidential Information. EMPLOYEE
hereby acknowledges that during the term of his/her employment, he/she will
acquire access to confidential information and trade secrets belonging to
HUNTER or HUNTER's clients or third parties. Such confidential information
and trade secrets shall be kept in absolute confidence both during and after
the termination of EMPLOYEE's employment. For the purpose of this paragraph
7, the term "trade secrets and confidential information" shall mean any
information not generally known in the relevant trade or business, which
was obtained from HUNTER or its clients or which was learned, discovered,
conceived, originated or prepared as a result of the performance of any
services on behalf of HUNTER; including but not limited to information
relating to existing or contemplated products, services, technology, designs,
processes or formulae and information relating to business plans and
strategies, customer lists, customer requirements or supplier information.
EMPLOYEE agrees that he/she will not, at any time, disclose to others, use
for his/her own benefit or otherwise appropriate or copy any such confidential
information or trade secrets, whether or not developed by EMPLOYEE, except
as required in EMPLOYEE's duties to HUNTER; provided, however, that the
foregoing shall not apply to any information that is (i) generally available
to the public on the date hereof or becomes generally available to the public
through no breach of this paragraph 7 by EMPLOYEE, (ii) obtained by
EMPLOYEE from a third party having the right to disclose such information,
(iii) known by EMPLOYEE prior to its disclosure by HUNTER or (iv) required by
law, governnmental order or decree to be disclosed by EMPLOYEE.
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8. Procedures for Preserving Confidentiality of Tangible and Intangible
Items. EMPLOYEE agrees to comply with any and all reasonable procedures
which HUNTER may adopt from time to time to preserve the confidentiality of
any confidential information or trade secrets. Certain materials will be
affixed with a legend indicating their confidential information. The failure
to affix such legend shall not give rise to any inference that the
information contained therein or derived therefrom is not confidential
information.
9. Convenant Not to Employ. During the period of emmployment, and for a
twelve (12) month period thereafter, EMPLOYEE agrees that he/she will not
employ or solicit the employment of any HUNTER employee or any of HUNTER's
consultants, subcontractors or independent contractors. Nothing herein shall
be construed to prohibit EMPLOYEE from soliciting or employing any HUNTER
employee, consultant, subcontractor or independent contractor who was
terminated by HUNTER for economic or budgetary reduction purposes.
10. Covenant Not to Solicit.
(a) During the period of employment, and for a twelve (12) month period
thereafter, EMPLOYEE agrees that he/she will not render, directly or
indirectly, any services of an advisory or consulting nature similar in
character to those offered by HUNTER, whether as an employee or otherwise,
and whether paid or unpaid, to any business which is a client or active
prospect of HUNTER. The provisions of this paragraph 10. (a) shall not apply
where EMPLOYEE was terminated by HUNTER for economic or budgetary reduction
purposes.
(b) During the period of employment, and for a twelve (12) month period
thereafter, EMPLOYEE agrees that he/she will not contact any clients or
active prospects of HUNTER for the purposes of soliciting, selling, or both,
to any of said clients or active prospects any products or services similar
to the products or services of HUNTER; nor will he/she in any way directly or
indirectly, for himself/herself or in behalf of, or in conjunction with any
other person, persons, firm, partnership, corporation, or company, solicit,
divert, or take away any such clients or active prospects of HUNTER.
(c) For purposes of paragraphs 10(a) and 10(b), the term "active
prospects" is defined as those persons, firms, or corporations with whom
HUNTER is, or has been actively engaged in the solicitation or negotiation of
business opportunities at any time during the six (6) month period preceding
the termination of employment.
11. Noncompetition Agreement.
(a) During the term of his/her employment, and for a six (6) month
period thereafter, EMPLOYEE agrees that he/she will not render, directly or
indirectly, any services of an advisory or consulting nature similar in
character to those offered by HUNTER, whether as an employee or otherwise,
and whether paid or unpaid, to any business which is a competitor of HUNTER.
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(b) During the term of his/her employment, and for a six (6) month
period thereafter, EMPLOYEE agrees that he/she will not, either alone or as a
member of a partnership or joint venture, as a beneficiary or a trust, or as
an officer, director, stockholder or investor of or in any other corporation
or enterprise, or otherwise (except as an investor in securities publicly
held and listed on a national securities exchange) be engaged in the
ownership or management of any business or activity which is a competitor of
HUNTER.
(c) For the purposes of this paragraph 11, the term "competitor" is
defined as those persons, firms or corporations which provide consulting,
systems implementation, systems integration, or advisory services in the
areas of Human Resource Administration or Financial Accounting systems.
(d) The provisions of this paragraph 11 shall not apply where EMPLOYEE
was terminated by HUNTER for economic or budgetary reduction purposes.
12. Duties Upon Termination of Employment.
(a) Upon termination of his/her employment with HUNTER for any reason,
EMPLOYEE agrees to deliver to HUNTER all keys, motor vehicles, computers,
telephones, peripheral devices, software, telephone and voicemail
directories, policy and procedure manuals, books, proposals, writings,
designs, documents, records, data, memoranda, computer source code and object
code listings, file layouts, record layouts, system design information,
models, manuals, documentation, notes, and other materials of any nature
which are in his/her possession or control as a result of his/her employment
by HUNTER.
(b) EMPLOYEE agrees and hereby authorizes HUNTER to withhold payments
of any salary, expense reimbursement or other sums due EMPLOYEE until all
such materials have been returned in good working order.
(c) EMPLOYEE further agrees to retain in the strictest confidence any
confidential information or trade secrets he/she learned during his/her term
of association with HUNTER.
13. Other Agreements. EMPLOYEE represents and warrants that his/her
signing of this Agreement and the performance of his/her services hereunder
is not and will not be knowingly in violation of any other contract,
agreement or understanding to which he/she is a party.
14. Assignment. This Agreement may not be assigned or transferred in whole
or in part without the prior written consent of the parties.
15. Right to Injunctive Relief. EMPLOYEE's strict compliance with the
provisions of paragraphs 6 through 13 hereof is necessary to preserve and
protect the goodwill and proprietary rights of HUNTER and to prevent persons,
firms, joint ventures, partnerships, corporations, institutions, and
enterprises engaged in business and activities which are competitive
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with the business and activities conducted or carried on by HUNTER from
obtaining an unfair comeptitive advantage over HUNTER. Any failure by
EMPLOYEE to comply with the provisions of such paragraphs will result in
irreparable and continuing damage to HUNTER for which there will be no
adequate remedy at law. In the event that EMPLOYEE fails to comply with the
provisions of such paragraphs, HUNTER shall be entitled to injunctive relief
and to such other further relief as may be necessary or appropriate to cause
EMPLOYEE to comply with his/her duties and obligations under such paragraphs.
16. Severability. In case it is determined by a court of competent
jurisdiction that any provision herein contained is unenforceable, such
determination shall solely affect such provision and shall not impair the
remaining provisions of this Agreement.
17. Plurals; Gender. Any word in the text of this Agreement shall be read
as the singular or plural and as the masculine, feminine or neuter gender as
may be appropriate under the circumstances then existing.
18. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland. All disputes relating to
or arising in connection with this agreement shall be decided by the courts
of the State of Maryland, to the exclusion of any other courts.
19. Waiver of Jury Trial. The parties waive any right either may have to a
trial by jury in any litigation between them.
20. Entire Agreement. The parties have read this Agreement and agree to be
bound by its terms, and further agree that it constitutes the complete and
exclusive statement of the Agreement between them which supersedes all
proposals, oral or written, and all other communications between them
relating to the subject matter of this Agreement. This Agreement shall not be
amended except in a writing executed by both parties.
EMPLOYEE:
3/13/95 /s/ Xxxxx X. Xxxxxx (Seal)
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Date By: Xxxxx X. Xxxxxx
THE HUNTER GROUP, INC.
4/13/95 /s/ Xxxxx X. Xxxxxx (Seal)
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Date By: Xxxxx X. Xxxxxx
President & CEO
EXHIBIT A
March 10, 1995
Xx. Xxxxx X. Xxxxxx
000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Dear Xxxx:
I am excited to extend our offer for you to join The Hunter Group as a Vice
President to lead our Management Consulting practice. In addition to leading
and performing consulting engagements and developing this practice area, you
will be working with me and The Hunter Group's executive team to plan,
develop and manage THG's next stage of growth. You will be based in our
Baltimore headquarters and will be reporting to me.
Your base salary will be $11,500.00 per month paid semi-monthly on the
twenty-second and seventh days of the month for the pay periods ending on the
15th and last day of the month, respectively. As part of Hunter's management
team, you will share the perquisites and rewards commensurate with your role
and performance, including management bonuses and stock option programs as
these become finalized. You will also be eligible for vacation, personal and
sick leave, and holiday pay according to standard Hunter policy. Eligibility
requirements and other highlights of our benefit plans are detailed in the
attached summaries. Please note that some of the benefit plans are optional,
with a contribution required on your part should you elect to participate.
Xxxxx, you will need to sign an Employment Agreement. As much as we dislike
the formality, it is required to protect your interests and rights, as well
as those of The Hunter Group, its clients and prospects, and the vendors we
work with and support. It is enclosed for your signature and must be signed
on or before the date you commence employment with us. If you have never been
faced with a contract of this type before, it can be somewhat intimidating,
even though we have tried to make it less so. Don't hesitate to ask if you
have any questions or concerns; we will be pleased to discuss any of its
provisions with you.
Over the past few weeks there have been a number of discussions about the
details of our working relationship. Rather than address these here, I've
itemized them in the attached addendum.
Xx. Xxxxx X. Xxxxxx
March 10, 1995
Page 2
This employment offer is extended to you until March 15, 1995, at which time
it expires if not accepted. Based on our understanding of your current
obligations, we are expecting you to start on or before March 16, 1995. Please
sign one copy of this letter indicating your expected start date and return
it to Xxxx Xxxxx in our Baltimore office.
Your employment with The Hunter Group should offer you the challenges and
rewards you seek. We look forward to working with you, and to the success of
our mutual endeavors.
Sincerely,
/s/ Xxxxx X. Xxxxxx/few
Xxxxx X. Xxxxxx
President & CEO
TLH/few
Enclosure: Employment Agreement
Benefits Information
cc: Personnel
The Strategic Resource Group
Accepted:
/s/ Xxxxx X. Xxxxxx Date: 3/13/95
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Xxxxx X. Xxxxxx
Expected start date: 3/16/95
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Social Security #
Addendum to offer letter dated March 10, 1995
1. Vacation: standard Hunter policy for officers - 3 weeks initially; 4 weeks
following 3 years service.
2. Parking: standard Hunter policy for officer - paid by company.
3. Professional Memberships: standard Hunter policy for officers - dues paid
by company; meeting expenses reimbursed.
4. Continuing Executive Development: standard Hunter policy for officers -
continuing education and personal growth is supported, although there are no
published guidelines. Related costs are paid/reimbursed by the company,
subject to prior approval.
5. Performance/Pay Review: everyone joining Hunter receives an interim
performance review, and related pay adjustment, if warranted. In practice,
while Hunter's policy requires a formal review annually, more frequent
reviews are the norm, particularly among consultant staff. You will receive
a performance/pay review at your six month anniversary.
6. Bonuses: provided you are an active employee of the company at year end,
you will be entitled to bonus distributions commensurate with your peers.
Typically, bonuses to executives are paid in early December. Provided the
company meets revenue and profit goals, we would expect your bonus for 1995
to be approximately 30% of W-2 earnings.
7. Stock Grant: our offer to your includes a stock option grant valued at
$75,000 on April 1, 1995. The form of that valuation, and the market for
cashing-in those options is not yet finalized, but should be in place by
mid-April, 1995.
The $75,000 grant will become vested as follows:
20% or $15,000 upon completion of 12 months service
+35% or $26,250 upon completion of 24 months service
+45% or $33,750 upon completion of 36 months service
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100% $75,000
In the event of your death or incapacitating disability, the current
year's portion of the award -- e.g., 1st year 20%; 2nd year 35%, 3rd year
45% -- will be immediately vested; that is, the remaining period of
employment to complete that year's vesting will be waived. Vesting beyond
that year will not continue, however.
Until such time as The Hunter Group's Stock Option Plan is finalized and a
market established for cashing in shares, the grant made to you shall be at
face value; that is, each 1% vested shall be worth $750 and it shall neither
increase nor decrease in value.
Likewise, in the event of your death or incapacitating disability during
this interim period, Hunter will cash-in vested shares using the following
schedule:
Value up to $15,000 - Payable immediately
Value up to $41,250 - Payable over 12 months
Value up to $75,000 - Payable over 24 months
8. Safety Net: in the event Hunter should merge with or be acquired by
another entity and there be a change in ownership or capitalization structure
and your position is eliminated or otherwise changed in such a manner as to
radically alter your responsibilities, the stock option grant vesting
percentage shall immediately accelerate to 100%.
