EXHIBIT 10.2
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 31st day of
October, 2000, by and between Social and Health Services, Ltd., a Maryland
corporation (the "Company"), Macro International Inc., a Delaware corporation
("Macro") and Xxxxx X. Xxxxx (the "Executive").
W I T N E S S E T H:
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WHEREAS, the Company believes that it would benefit from the application of
the Executive's particular and unique skill, experience and background, and
wishes to employ the Executive as an executive of the Company; and
WHEREAS, the parties desire by this Agreement to set forth the terms and
conditions of the employment relationship between the Company and the Executive.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
in this Agreement, the Company and the Executive agree as follows:
1. Employment and Duties.
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(a) The Company hereby employs the Executive as an executive on the terms
and conditions provided in this Agreement, and the Executive agrees to accept
such employment subject to the terms and conditions of this Agreement. The
Executive shall serve in a senior executive capacity and shall have such
executive duties and responsibilities as shall from time to time be determined
by the Board of Directors of the Company (the "Board") or the Chief Executive
Officer of Macro (the "CEO").
(b) The Executive agrees to devote his best efforts and substantially all
of his time, attention, energy and skill to performing his duties hereunder.
Provided that such activities shall not violate any provision of this Agreement
or the Agreement Not To Compete of even date herewith among the Executive, the
Company, Macro and Opinion Research Corporation (the "Non-Compete Agreement") or
materially interfere with the performance of his duties hereunder,
nothing herein shall prohibit the Executive (i) from engaging in charitable,
civic, fraternal, or trade group activities, (ii) from writing academic, trade
or mainstream papers or other publishable books, or (iii) from investing his
assets in other entities or business ventures.
(c) Without the Company's prior consent, the Executive shall not obtain
goods or services or otherwise deal on behalf of the Company with any business
or entity in which the Executive or a member of his family has a financial
interest or from which the Executive or a member of his immediate family may
derive a financial benefit as a result of such transaction, except that this
prohibition shall not apply to any public company in which the Executive or a
member of his family owns less than three percent of the outstanding stock.
2. Term. The term of this Agreement shall commence on the date hereof
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and shall terminate on the third anniversary of the date hereof (the "Term"),
unless extended by mutual agreement of the parties or earlier terminated in
accordance with the terms of this Agreement.
3. Compensation.
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(a) Base Compensation. As compensation for performing the services
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required by this Agreement, the Company shall pay to the Executive an annual
salary ("Annual Salary") of One Hundred Sixty-Two Thousand Five Hundred Dollars
($162,500), payable in equal installments pursuant to the Company's customary
payroll procedures in effect for its executive personnel at the time of payment,
but in no event less frequently than monthly, subject to withholding for
applicable federal, state, and local taxes. The Executive's Annual Salary shall
not be reduced during the term of this Agreement. The Executive's compensation
shall be reviewed annually by the Board or the CEO, as applicable, it being
understood that there shall be no obligation to increase the Executive's
compensation as a result of such review.
(b) Bonus Compensation. In addition to Annual Salary, commencing with the
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calendar year 2001, the Executive may receive bonus compensation to be
determined by the Board or the CEO, as applicable, in their or its absolute
discretion based on an annual review of
the executive's performance. The Executive shall be entitled to a minimum bonus
for the 2001 calendar year in the amount of Thirty-Seven Thousand Five Hundred
Dollars ($37,500).
4. Executive Benefits. During the term of this Agreement the Executive
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and his eligible dependents shall have the right to participate in any
retirement plans (qualified and non-qualified), pension plans, life, health and
disability insurance, cafeteria plans, or other benefit plan or program that has
been or is hereafter adopted by the Company (or in which the Company
participates), according to the terms of such plan or program. Except in the
event of a termination of the Executive's employment by the Company for Cause
(as hereinafter defined), the Company shall use reasonable efforts to continue
to include the Executive in the Company's group health insurance plan after
termination of the Executive's employment with the Company and at the prevailing
COBRA rates, provided that, whether at COBRA rates or otherwise, the Executive
shall pay the Company an amount equal to the difference, if any, between the
cost to the Company of providing health insurance to its employees and the
Executive and the cost of providing such health insurance coverage without the
Executive.
5. Vacation and Leaves of Absence. The Executive shall be entitled to 20
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vacation days during each calendar year. Vacation will accrue, and unused
vacation days may be carried over to subsequent years, in accordance with
Macro's vacation policy in effect on the date of this Agreement. Upon any
termination of this Agreement for any reason whatsoever, accrued and unused
vacation for the year in which this Agreement terminates will be paid to the
Executive within 10 days of such termination based on his Annual Salary in
effect on the date of such termination. In addition, the Executive may be
granted leaves of absence with or without pay for such reasons as the Board in
its sole and absolute discretion may determine, and shall be entitled to the
same sick leave and holidays provided to other senior executives of the Company.
6. Expenses. The Executive shall be promptly reimbursed against
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presentation of vouchers or receipts for all reasonable and necessary expenses
incurred by him in connection with the performance of business-related duties.
7. Termination.
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(a) Termination by the Company For Cause. The Company may terminate this
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Agreement prior to its expiration date for "Cause". In such event, the Executive
shall be paid for his services hereunder only his Annual Salary up to the
effective date of such termination. For purposes of this Section 7, Cause shall
mean (i) an act of dishonesty by the Executive constituting a felony or
resulting or intended to result in gain to, or personal enrichment of, the
Executive at the Company's expense, (ii) the engaging by the Executive in
misconduct which is demonstrably injurious to the Company, (iii) the refusal of
the Executive substantially to perform his duties hereunder, (iv) the violation
of any reasonable express direction of the Board or of any reasonable rule,
regulation, policy or plan established by the Company from time to time which
governs the Executive in the performance of his work, (v) the use by the
Executive of any illegal substance, or the use by the Executive of alcohol or
any controlled substance to an extent that it interferes with the performance of
the Executive's duties under this Agreement, and (vi) the substantial breach by
the Executive of his obligations in this Agreement or in the Non-Compete
Agreement; provided, however, that, with respect to Sections 7(a)(iii), (iv) and
(vi), such refusals, violations, and/or breaches remain uncured for a period of
15 days after written notice thereof is received by the Executive (the "Notice
and Cure Period"); provided, further, that no second Notice and Cure Period
shall be required with respect to a second violation of any one of the
aforementioned sections, regardless of whether the first violation was cured.
(b) Termination by the Company Without Cause. The Company may
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terminate this agreement prior to its expiration without Cause. In such event,
the Executive shall be entitled to the continuation of his Annual Salary and
health insurance coverage during the lesser of (i) a
period of one year from the date of termination, or (ii) a period equal to the
remainder of the Term. Such annual salary shall be payable in equal installments
pursuant to the Company's customary payroll procedures in effect for its
executive personnel at the time of payment.
(c) Termination by the Executive. The Executive may terminate this
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Agreement upon 30 days' written notice to the Company (during which period the
Executive shall, if requested in writing by the Company, continue to perform his
duties as specified under this Agreement). In such event, the Executive shall be
paid only his Annual Salary for his services hereunder up to the effective date
of such termination. In addition, the Executive may terminate this Agreement for
"Good Cause." For purposes of this Section 7(c), Good Cause shall mean the
failure of the Company to pay to the Executive his Annual Salary or Bonus
Compensation (except in the event of the dispute as to the calculation of such
Bonus Compensation), provided that such failure shall remain uncured for a
period of 15 days after written notice thereof is received by the Company. In
the event this Agreement is terminated for Good Cause by the Executive, the
Company shall be deemed in breach of this Agreement and the Executive, in
addition to the Executive's rights under the Agreement Not To Compete, shall be
entitled to such damages with respect thereto as to which he may be entitled at
law or in equity with respect thereto.
(d) Disability. The Company may terminate this Agreement due to the
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Executive's illness, physical or mental disability, or other incapacity, in
accordance with the Company's disability practices and policies in effect from
time to time; provided, however, that no such termination may occur unless and
until the Executive has not performed such Executive's duties under this
Agreement due to such illness, disability or other incapacity for at least [six]
months. However, prior to such a termination of this Agreement, the Executive
shall not be entitled to his Annual Salary during any period during which the
Executive is receiving sick pay or short-term
disability payments from the Company, or long-term disability insurance payments
under the Company's long term disability insurance plan.
(e) Death. This Agreement shall terminate on the date of the Executive's
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death. In such event the Executive's estate shall be paid his Annual Salary for
the remainder of the month in which such termination occurs.
8. Prior Agreements, Conflicts of Interest. The Executive represents to the
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Company (a) that there are no restrictions, agreements or understandings,
oral or written, to which the Executive is a party or by which the Executive is
bound that prevent or make unlawful the Executive's execution or performance of
this Agreement; (b) none of the information supplied by the Executive to the
Company or any representative of the Company in connection with the Executive's
employment by the Company misstated a material fact or omitted information
necessary to make the information supplied not materially misleading; and (c)
the Executive does not have any business or other relationship that creates a
conflict between the interests of the Executive and the Company.
9. Company Property. All materials or data of any kind furnished to the
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Executive by the Company, or developed by the Executive on behalf of the
Company, or at the direction of the Company, or for the use of the Company, or
otherwise in connection with the Executive's employment hereunder, are and shall
remain the sole and confidential property of the Company, whichever applicable;
if the Company requests the return of such materials at any time during, at or
after the termination of the Executive's employment, the Executive shall
immediately deliver the same to the Company.
10. Macro as Guarantor. Macro hereby unconditionally guarantees the
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obligations of the Company to the Executive.
11. Miscellaneous.
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(a) Integration; Amendment. This Agreement, together with the Non-Compete
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Agreement, constitutes the entire agreement between the parties hereto with
respect to the employment matters set forth herein. No amendments or additions
to this Agreement shall be binding unless in writing and signed by all parties
hereto.
(b) Assignability. The Company may assign its rights and obligations
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under this Agreement to Macro or an affiliate of Macro, in which event Macro or
such affiliate shall be the Executive's employee.
(c) Severability. If any part of this Agreement is contrary to,
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prohibited by, or deemed invalid under applicable law or regulations, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited, or invalid, but the remainder of this Agreement shall not be invalid
and shall be given full force and effect so far as possible.
(d) Waivers. The failure or delay of any party at any time to require
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performance by the other party of any provision of this Agreement, even if
known, shall not affect the right of such party to require performance of that
provision or to exercise any right, power, or remedy hereunder, and any waiver
by any party of any breach of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision,
a waiver of the provision itself, or a waiver of any right, power, or remedy
under this Agreement. No notice to or demand on any party in any case shall, of
itself, entitle such party to the other or further notice or demand in similar
or other circumstances.
(e) Burden and Benefit. This Agreement shall be binding upon and inure
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to the benefit of the parties hereto and their respective successors and
assigns.
(f) Governing Law; Headings. This Agreement and its construction,
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performance, and enforceability shall be governed by, and construed in
accordance with, the laws of the State
of Maryland. Headings and titles herein are included solely for convenience and
shall not affect, or be used in connection with, the interpretation of this
Agreement.
(g) Notices. All notices, requests, demands and other communications
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required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made and received only when delivered
(personally, by courier service such as Federal Express, or by other messenger
or by facsimile transmission and followed promptly by mail) or four days
following the day when deposited in the United States mails, registered or
certified mail, postage prepaid, return receipt requested, addressed as set
forth below:
(h) If to the Executive:
Xxxxx X. Xxxxx
00 Xxxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Telephone:_____________
Telecopier:_____________
If to the Company:
c/o Macro
00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Telephone: 000-000-0000
Telecopier: 000-000-0000
With a copy to:
Xxxxx Xxxxxx, Esquire
Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP
0000 Xxxx Xxxxxx - 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
If to Macro:
00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Telephone: 000-000-0000
Telecopier: 000-000-0000
With a copy to:
Xxxxx Xxxxxx, Esquire
Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP
0000 Xxxx Xxxxxx - 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
Any party may alter the address to which communications or copies are to be
sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
SOCIAL AND HEALTH SERVICES, LTD.
By: /s/ Xxxxx X. Xxxxx
_______________________________
Name: Xxxxx X. Xxxxx
Title: Secretary
/s/ Xxxxx X. Xxxxx
___________________________________(SEAL)
Xxxxx X. Xxxxx
MACRO INTERNATIONAL INC.
By: /s/ Xxxxx X. Xxxxx
_______________________________
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
