EXHIBIT 10.03
EMPLOYMENT AGREEMENT OF XXXXXX X. XXXXXXXX
XXXXXXXX & STRUGGLES
Consultants in Executive Search
Xxxxxxx X. Xxxxxxx
President and Chief Executive Officer
December 1, 1997
Xx. Xxxxxx X. Xxxxxxxx
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Dear Don:
The following agreement supersedes the letter of November 24, 1997, which is now
null and void.
We are looking forward to your arrival and want to set forth our understanding:
1. You will join our Corporate Office in Chicago, Illinois with the title of
Chief Financial Officer of Xxxxxxxx & Struggles, Inc., reporting jointly to
Xxxx Xxxxxx and me. This joint reporting relationship will continue for a
period of 90 days for a mentoring process with Xxxx. Following that period,
you will report solely to me. You will be paid a monthly base salary of
$16,666.67 (which is $200,000 annually), commencing on your first day of
employment, which will be December 8, 1997. Currently salaries are reviewed
annually in November/December, so that your first salary review will be in
November/December 1998.
2. You will first be eligible to be considered for a discretionary bonus for
the bonus year ending on September 30, 1998. Currently all bonuses are paid
in December. You understand that, except for the minimum bonuses referred
to below, all bonuses are discretionary and not earned until declared by
the Board of Directors or the Executive Committee of the Board of
Directors, and that all discretionary, incentive and/or minimum bonuses are
payable only if you are in our employ on the bonus payment dates.
As we discussed, you will receive a $100,000.00 minimum bonus for the
fiscal year ending September 30, 1998, payable in December 1998 when
bonuses are paid for the fiscal year ending September 30, 1998. Subsequent
years' bonuses, which are discretionary, are dependent upon your
performance and the firm's performance.
Xx. Xxxxxx X. Xxxxxxxx
December 1, 1997
Page Two
3. We will award you 115 shares of Xxxxxxxx & Struggles' stock at book value
(or equal value cash) as a signing bonus, grossing up for taxes, if any.
4. You will be eligible to participate in our fringe benefit programs in
accordance with the programs' terms. Copies of the booklets and Summary Plan
Descriptions describing our group health, life/AD&D insurance, long-term
disability, time-off benefits such as vacation, paid holidays, paid sick
time, short-term disability salary continuation, and the Flexible Spending
Account and Xxxxxxxx & Struggles, Inc. 401(k) Profit-Sharing and Retirement
Plan will be provided at a later date.
5. Our fringe benefit programs, bonus programs, and policies are reviewed from
time to time by the company's management. Therefore, our programs and
policies may be modified, amended or terminated at any time.
6. If Xxxxxxxx & Struggles terminates your employment any time during your
first 24 months for any reason other than "cause," you will be awarded 3
months salary as severance pay.
7. You will receive 4 weeks paid vacation until such time as the normal
Xxxxxxxx & Struggles vacation policy exceeds 4 weeks.
8. You will be an "employee at will" unless or until we may otherwise agree in
writing. This gives both of us the maximum flexibility and permits either of
us to terminate employment and compensation at any time for any reason.
9. Two copies of an agreement relating to trade secrets, confidential
information, clients, et cetera, are enclosed. Please review and sign both
copies and return one to me for processing. Of course, please call me if you
have any questions about this agreement.
10. We will reimburse you for all moving and transportation expenses from
Ridgewood, New Jersey to the Chicago, Illinois area (including appropriate
househunting trips), in accordance with company policy. We will also pay you
$5,000.00 for incidental expenses. Please feel free to talk to Xxxx Xxxxxx
about any details of relocation reimbursement.
11. We will pay the initiation fee and regular monthly dues for one business
club per year. The club must meet the requirements of our business club
policy. The selection of any club is subject to the prior approval of the
CEO or CAO.
12. You have advised us that you have not signed any agreements that will, in
any way, affect your joining our firm or the perforrnance of your work with
us.
Xx. Xxxxxx X. Xxxxxxxx
December 1, 1997
Page Three
13. You will be nominated as a Director during the upcoming election process.
You understand that your election as a Director is subject to stockholder
approval which we expect will be forthcoming.
14. This agreement, which contains our entire understanding, can be amended only
in a writing which is signed by you, together with either the CEO or CAO of
the company. You specifically acknowledge that no promises or commitments
have been made to you that are not set forth in this letter.
To acknowledge your acceptance of our offer of employment, please sign and
return to me the enclosed copy of this letter, together with the agreement
referred to in Item 9 above.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Enclosures
cc: Xxxxxxx X. Xxxxxx
ACCEPTED:
/s/ Xxxxxx X. Xxxxxxxx December 1, 1997
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Xxxxxx X. Xxxxxxxx Date
XXXXXXXX & STRUGGLES
Consultants in Executive Search
December 1, 1997
Xx. Xxxxxx X. Xxxxxxxx
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Dear Don:
In your capacity as an employee of Xxxxxxxx & Struggles, Inc. ("H&S") you may
have reason to be in possession of H&S confidential information and property. In
order to protect such information and property we ask you to acknowledge and
agree to the following as condition for initial and continuing employment as an
H&S employee:
CONFIDENTIAL INFORMATION
------------------------
Over many years H&S and H&S employees in the ordinary course of their employment
with and on behalf of H&S have (and continue to), at considerable expense,
developed and created procedures, manuals, computer programs and printouts,
systems, lists, and data which constitute trade secrets/confidential information
which are valuable property rights of H&S ("confidential information").
Confidential information shall mean information which is not generally known to
the public which is used in our business including, but not limited to, products
or services; fees, costs and pricing structure; designs; analyses; drawings;
photographs; reports; computer software, including operating systems,
applications, and program listings, flow charts, manuals and documentation; data
bases; accounting and business methods; inventions and new developments and
methods whether or not reduced to practice; H&S clients and their confidential
information; client lists; all copyrightable works; and all similar and related
information in whatever form. Confidential information shall not include any
information which has been published in a form generally available to the public
prior to the date upon which the Employee proposes to disclose such information.
You, as an H&S employee, may become privy to some of our confidential
information.
1. You agree that you will not, during or after the term of your
employment, in whole or in part, make personal use of, or disclose
to any person, firm, corporation, association, or other entity, for
any reason whatsoever, any H&S confidential information or property
rights, whether now existing or hereafter developed.
Xx. Xxxxxx X. Xxxxxxxx
December 1, 1997
Page Two
2. If, for any reason, your employment with H&S terminates, you agree
to promptly return and deliver to H&S all of the papers, records,
film, documents, property, computer drives and discs, materials,
etc. (and all copies, notes, and memoranda thereof), which you may
have relating, in any way, to the business or clients of H&S, all
of which is and shall be the exclusive property of H&S.
COMPANY PROPERTY
----------------
In your capacity as an employee of H&S you may have reason to be in possession
of H&S property. Examples of such items are personal computers, office
supplies, software packages, personally created databases with H&S client
information/people/business, related data, etc. In consideration of giving you
possession and use of this property, we ask that you acknowledge and agree to
the following:
1. All property supplied by H&S to you or created by you with H&S
property (including, but not limited to, personal computers,
printers, personally created databases, and software packages and
all copies thereof) is H&S property and will remain H&S property
unless and until otherwise mutually agreed upon in writing by H&S
and you.
2. If, for any reason, your employment with H&S terminates or H&S
requests the return of H&S property, you agree to promptly return
and deliver to H&S all H&S property.
Upon your signing, this letter shall become a binding agreement construed and
enforced in accordance with the laws of the State of Illinois.
XXXXXXXX & STRUGGLES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
I have read and understand the above and agree
to be bound by this letter agreement.
/s/ Xxxxxx X. Xxxxxxxx December 1, 1997
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Xxxxxx X. Xxxxxxxx Date