Exhibit 10(kk)
[ICF Xxxxxx Letterhead]
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement"), effective as of January 1, 1997, by and
among ICF Xxxxxx International, Inc. ("Company"), a Delaware corporation and
Xxxxxxx Xxxxxxx, ("Executive"), a resident of Virginia.
WHEREAS, the Company desires to retain the services of Executive as Senior
Vice President, and Executive desires to serve in that capacity-, and
WHEREAS, the Company will benefit from the Executive's services in that role,
NOW THEREFORE, in consideration of the mutual covenants and agreements herein,
the parties hereby agree as follows:
1. Employment Period: Duties.
(a) Employment and Employment Period. The Company shall employ the
Executive to serve as Senior Vice President for a period of three years
commencing January 1, 1997 (the "Employment Period:).
(b) Duties and Responsibilities. The Executive shall have wide
responsibilities for Business Development for ICF Xxxxxx International, Inc. in
the engineering and construction area. The Executive will be a member of the
Management Group.
2. Compensation and Fringe Benefits.
(a) Base Compensation. For the 15 month period from January 1, 1997
through March 31, 1998, the Company shall pay Executive a base salary at a rate
of $230,000 per year in accordance with the Company's regular practice for
compensating senior management personnel. The Company shall pay Executive a base
salary at a rate of $250,000 per year from April 1, 1998 through March 31, 1999
and $275,000 from April 1, 1999 through March 31, 2000.
(b) Bonus Compensation. Executive will be eligible to receive an annual
bonus of up to 50% of his annual base compensation. Bonus will be determined as
follows:
60% based on sales targets, 20% based on ICF Xxxxxx Engineering and
Construction Group revenue and profit targets, and 20% on other qualitative
factors.
Bonuses are granted only to the extent the firm has generated sufficient profits
and only to those officers whose performance throughout the year is exemplary.
Bonus awards may be comprised of cash, stock options, or restricted stock. It
is corporate policy to make bonus payments only to eligible staff who are
employed by ICF Xxxxxx when bonuses are distributed.
(c) Fringe Benefits. The Executive shall be entitled to such fringe
benefits as are generally made available by the Company to senior management
personnel. Such benefits shall include participation in the Company's defined
contribution retirement plan, Section 401 (k) plan, and health, term life and
disability insurance programs. The Executive also will be reimbursed for
reasonable expenses incurred in connection with travel and entertainment related
to the Company's business and affairs which will be paid by the Company in a
manner, consistent with past practice and as amended by any subsequent changes
of Company Policy.
[ICF Xxxxxx Letterhead]
3. Termination.
In the event the Company elects to terminate this Agreement without "cause"
the Company shall pay to the Executive a severance payment of $175,000. Cause
is defined as (i) the continued, willful and deliberate failure of the
participant to perform participant's duties in a manner substantially consistent
with the manner prescribed by the Board of Directors or the Chief Executive
Officer of the Company consistent with law, and professional ethics (other than
any such failure resulting from participant's incapacity due to physical or
mental illness) (ii) the engaging by the participant in misconduct materially,
directly and demonstrably injurious to the Company, or (iii) the conviction of
the participant of commission of a felony, whether or not such felony was
committed in connection with the Company's business. (iv) In no event shall the
failure to achieve profit or other financial goals or alleged incompetence on
the participant's part be deemed to constitute "cause" so long as such failure
or incompetence does not result from the participant's failure to perform duties
in good faith.
4. Non-Competition
The Executive will not engage or participate directly or indirectly as
principal, agent, employee, employer, consultant, stock holder, partner, or in
any other individual capacity whatsoever, in the conduct or management of, or
own any stock or any other equity investment in or debt of any business which is
competitive with any business conducted by the Company through the earlier of
the end of the Employment Period or six months following termination of the
Executive's employment by the Company.
5. Assignability
The Company's rights and obligations under this Agreement shall be
assignable by the Company as incident to the transfer, by merger or otherwise,
of all or substantially all of the business of the Company. In the event of any
such assignment by the Company, all rights and obligations of the Company
hereunder shall inure to the benefit of the assignee.
Executive
Xxxxxxx Xxxxxxx
ICF Xxxxxx International, Inc,
Xxxx Xxxxxxxx
Executive Vice President
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