Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of May 17, 1999, between CRC
PRESS LLC, a Delaware limited liability company (the "Company"), and Xxxxxx X.
Xxxxxx (the "Executive").
R E C I T A L S:
WHEREAS, the Company recognizes that the future growth,
profitability and success of the Company's business will be substantially and
materially enhanced by the employment of the Executive by the Company;
WHEREAS, the Company desires to employ the Executive and the
Executive has indicated his willingness to provide his services, on the terms
and conditions set forth herein;
NOW, THEREFORE, on the basis of the foregoing premises and in
consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:
Section 1. EMPLOYMENT.
(a) DUTIES. The Company hereby agrees to employ the Executive
and the Executive hereby accepts employment with the Company, on the terms and
subject to the conditions hereinafter set forth. Subject to the terms and
conditions contained herein, the Executive shall serve as President and Chief
Executive Officer of the Company and, in such capacity, shall report to the
Chairman and Board of Directors of the Company (the "Board of Directors") and
shall have such duties as are typically performed by a President and Chief
Executive Officer of a corporation, together with such additional duties,
commensurate with the Executive's position as President and Chief Executive
Officer of the Company, as may be assigned to the Executive from time to time by
the Chairman or Board of Directors.
(b) LOCATION. The principal location of the Executive's
employment shall be in Boca Raton, Florida, or such other place that the Company
and the Executive shall mutually deem appropriate. The Executive understands and
agrees that he may be required to travel from time to time for business reasons.
Section 2. TERM. Unless terminated pursuant to Section 6
hereof, the Executive's employment hereunder shall commence on the date hereof
and shall continue during the period ending on the second anniversary of the
date hereof (the "Employment Term").
Section 3. Compensation.
(a) SALARY. As compensation for the performance of the
Executive's services hereunder, the Company shall pay to the
Executive a salary (the "Salary") of $225,000 per annum. The Salary shall be
payable in accordance with the payroll practices of the Company as the same
shall exist from time to time. In no event shall the Salary be decreased during
the Employment Term.
(b) BONUS PLAN. The Executive shall be eligible to receive an
annual cash bonus in an amount up to 50% of the Salary ("Bonus"), based upon
meeting objectives determined by the Chairman and the Board of Directors;
PROVIDED, HOWEVER, that 50% of the Bonus for the first twelve months of the
Employment Term shall be paid to the Executive in advance in equal installments
in accordance with the payroll practices of the Company as the same shall exist
from time to time over the course of the first twelve months of the Employment
Term, provided that the Executive remains employed throughout such period (the
"Advance Bonus"). The portion of the Bonus in excess of the Advance Bonus
received by the Executive following each calendar year, if any, shall be paid
after the Company's financial results for the relevant year are finally
determined.
(c) BENEFITS. In addition to the Salary and Bonus, the
Executive shall be entitled to participate in health, insurance, pension,
automobile and other benefits provided to other senior executives of the Company
on terms no less favorable than those available to such other senior executives
of the Company; PROVIDED HOWEVER, that the automobile benefit shall not exceed
$1,000 per month. The Executive shall also be entitled to the same number of
vacation days, holidays, sick days and other benefits as are generally allowed
to other senior executives of businesses of comparable size and geography as the
Company.
(d) STOCK OPTIONS. The Executive shall receive, as of the date
hereof, an option to acquire 50,000 shares of the common stock of the Company's
parent (the "Option"). The exercise price of the Option shall be equal to the
closing market price of the common stock of the Company's parent on the date of
grant. The Option shall vest as to 16,666 shares on the first anniversary of the
date of grant, as to an additional 16,667 shares on the second anniversary of
the date of grant and as to the remaining 16,667 shares on the third anniversary
of the date of grant. The Executive acknowledges and agrees that the grant of
Option is conditioned upon the execution of the standard option agreement of the
Company's parent (the "Option Agreement"). The Option shall be governed by (and
shall be subject in all instances to) the Option Agreement. As set forth in the
stock option plan of the Company's parent (the "Option Plan"), upon a Change of
Control (as such term is defined in the Option Plan), all Option shares owned by
the Executive shall vest and become immediately exercisable as of the date
immediately preceding the date of such Change of Control.
Section 4. EXCLUSIVITY. During the Employment Term, the
Executive shall devote his full time to the business of the
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Company, shall faithfully serve the Company, shall in all respects conform to
and comply with the lawful and reasonable directions and instructions given to
him by the Chairman and Board of Directors in accordance with the terms of this
Agreement, shall use his best efforts to promote and serve the interests of the
Company and shall not engage in any other business activity, whether or not such
activity shall be engaged in for pecuniary profit, except that the Executive may
(i) participate in the activities of professional trade organizations related to
the business of the Company and (ii) engage in personal investing activities,
PROVIDED that activities set forth in these clauses (i) and (ii), either singly
or in the aggregate, do not interfere in any material respect with the services
to be provided by the Executive hereunder.
Section 5. REIMBURSEMENT FOR EXPENSES. The Executive is
authorized to incur reasonable expenses in the discharge of the services to be
performed hereunder, including expenses for travel, entertainment, lodging and
similar items in accordance with the Company's expense reimbursement policy, as
the same may be modified by the Board of Directors from time to time. The
Company shall reimburse the Executive for all such proper expenses upon
presentation by the Executive of itemized accounts of such expenditures in
accordance with the financial policy of the Company, as in effect from time to
time.
Section 6. TERMINATION.
(a) DEATH. This Agreement shall automatically terminate upon
the death of the Executive, and upon such event, the Executive's estate shall be
entitled to receive the amounts specified in Section 6(e) below as if
termination had occurred without Cause (as defined below).
(b) DISABILITY. If the Executive is unable to perform the
duties required of him under this Agreement because of illness, incapacity, or
physical or mental disability, this Agreement shall remain in full force and
effect and the Company shall pay all compensation required to be paid to the
Executive hereunder, unless the Executive is unable to perform the duties
required of him under this Agreement for an aggregate of 180 days (whether or
not consecutive) during any 12-month period during the term of this Agreement,
in which event this Agreement (other than Sections 6(e), 7, 8, 9, 10, 11 and 12
hereof), including, but not limited to, the Company's obligations to pay any
Salary or to provide any privileges under this Agreement, shall terminate at the
end of the 180 days of complete disability.
(c) CAUSE. The Company may terminate the Executive's
employment during the Employment Term for "Cause" as that term is defined below.
In the event of termination pursuant to this Section 6(c) for Cause, the Company
shall deliver to the Executive written notice setting forth the basis for such
termination, which notice shall set forth the nature of the Cause
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which is the reason for such termination. Termination of the Executive's
employment hereunder shall be effective upon delivery of such notice of
termination. For purposes of this Agreement, "Cause" shall mean: (i) the
Executive's failure (except where due to a disability contemplated by Section
6(b) hereof), neglect or refusal to perform the duties of his position hereunder
which failure, neglect or refusal shall not have been corrected by the Executive
within 30 days of receipt by the Executive of written notice from the Company of
such failure, neglect or refusal, which notice shall set forth the nature of
said failure, neglect or refusal; (ii) any willful or intentional act of the
Executive that has the effect of injuring the business of the Company or its
affiliates in any material respect; (iii) any continued or repeated absence from
the Company, unless such absence is (A) approved or excused by the Board of
Directors or (B) is the result of the Executive's illness, or incapacity (in
which event the provisions of Section 6(b) hereof shall control); (iv) use of
illegal drugs by the Executive or repeated drunkenness; (v) conviction of the
Executive for the commission of a felony or (vi) the commission by the Executive
of an act of fraud or embezzlement against the Company.
(d) RESIGNATION. The Executive shall not have the right to
terminate his employment at any time during the Employment Term.
(e) PAYMENTS. In the event that the Executive's employment
hereunder terminates for any reason, the Company shall pay to the Executive all
amounts accrued but unpaid hereunder through the date of termination in respect
of Salary, unused vacation or unreimbursed expenses. Notwithstanding the
foregoing, the Executive shall not be entitled to receive any additional
payments if he (i) is terminated for Cause, (ii) terminated by the Company
pursuant to Section 6(f) hereof or (iii) resigns in violation of Section 6(d)
hereof. In the event the Executive's employment hereunder is terminated by the
Company without Cause (and without notice as provided in Section 6(f) hereof),
in addition to the amounts specified in the foregoing sentence, (i) the
Executive shall continue to receive the Salary (less any applicable withholding
or similar taxes) at the rate in effect hereunder on the date of such
termination periodically, in accordance with the Company's prevailing payroll
practices, for the shorter (A) a period of eighteen (18) months following the
date of such termination or (B) the remainder of the Employment Term (the
"Severance Term") and (ii) the Executive (and/or his covered dependents) shall
continue to receive any health or insurance benefits provided to him as of the
date of such termination in accordance with Section 3(c) hereof during the
Severance Term. Amounts owed by the Company in respect of the Salary or
reimbursement for expenses under the provisions of Section 5 hereof shall,
except as otherwise set forth in this Section 6(e), be paid promptly upon any
termination. Upon any termination of the Executive's employment for any reason,
all of the rights, privileges, duties and obligations of the Executive
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hereunder shall cease, except for his rights under this Section 6(e) and his
obligations under Sections 7, 8, 9, 10, 11 and 12 hereunder.
(f) TERMINATION BY COMPANY NOTICE. On or after the the first
anniversary of the date hereof, the Company may terminate the Executive without
cause and for any reason, upon 180 days' written notice to the Executive. In the
event of such termination by notice, the Executive shall be entitled to those
payments provided for in the first sentence of Section 6(e) hereof.
Section 7. NON-DISCLOSURE, NON-INTERFERENCE AND
INVENTIONS.
(a) NO COMPETING EMPLOYMENT. The Executive acknowledges that
the agreements and covenants contained in this Section 7 are essential to
protect the value of the Company's business and assets and by his current
employment with the Company and its subsidiaries, the Executive has obtained and
will obtain such knowledge, contacts, know-how, training and experience and
there is a substantial probability that such knowledge, know-how, contacts,
training and experience could be used to the substantial advantage of a
competitor of the Company and to the Company's substantial detriment. Therefore,
the Executive agrees that for the period commencing on the date of this
Agreement and ending on the first anniversary of the termination of the
Executive's employment hereunder (such period is hereinafter referred to as the
"Restricted Period"), the Executive shall not participate or engage, directly or
indirectly, for himself or on behalf of any person or entity, in any business
activities which compete with the business of the Company; PROVIDED, HOWEVER,
that the foregoing shall not preclude the Executive from owning less than 1% of
the shares of a public company.
(b) NONDISCLOSURE OF CONFIDENTIAL INFORMATION. The Executive,
except in connection with the performance of his duties hereunder, shall not
disclose to any person or entity or use, either during the Employment Term or at
any time thereafter, any information not in the public domain or generally known
in the industry, in any form, acquired by the Executive while employed by the
Company or any predecessor to the Company's business or, if acquired following
the Employment Term, such information which, to the Executive's knowledge, has
been acquired, directly or indirectly, from any person or entity owing a duty of
confidentiality to the Company or any of its subsidiaries or affiliates,
relating to the Company, its subsidiaries or affiliates. The Executive agrees
and acknowledges that all of such information, in any form, and copies and
extracts thereof, are and shall remain the sole and exclusive property of the
Company, and upon termination of his employment with the Company, the Executive
shall return to the Company the originals and all copies of any such information
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provided to or acquired by the Executive in connection with the performance of
his duties for the Company, and shall return to the Company all files,
correspondence and/or other communications received, maintained and/or
originated by the Executive during the course of his employment.
(c) NO INTERFERENCE. During the Restricted Period, the
Executive shall not, whether for his own account or for the account of any other
individual, partnership, firm, corporation or other business organization (other
than the Company), directly or indirectly solicit, endeavor to entice away from
the Company or its subsidiaries, or otherwise directly interfere with the
relationship of the Company or its subsidiaries with, any person who, to the
knowledge of the Executive, is employed by or otherwise engaged to perform
services for the Company or its subsidiaries (including, but not limited to, any
independent sales representatives or organizations) or who is, or was within the
then most recent twelve-month period, a customer or client, of the Company, its
predecessors or any of its subsidiaries. The placement of any general classified
or "help wanted" advertisements and/or general solicitations to the public at
large shall not constitute a violation of this Section 7(c) unless the
Executive's name is contained in such advertisements or solicitations.
(d) INVENTIONS, ETC. The Executive hereby sells, transfers and
assigns to the Company or to any person or entity designated by the Company all
of the entire right, title and interest of the Executive in and to all
inventions, ideas, disclosures and improvements, whether patented or unpatented,
and copyrightable material, made or conceived by the Executive, solely or
jointly, during his employment by the Company which relate to methods,
apparatus, designs, products, processes or devices, sold, leased, used or under
consideration or development by the Company, or which otherwise relate to or
pertain to the business, functions or operations of the Company or which arise
from the efforts of the Executive during the course of his employment for the
Company. The Executive shall communicate promptly and disclose to the Company,
in such form as the Company requests, all information, details and data
pertaining to the aforementioned inventions, ideas, disclosures and
improvements; and the Executive shall execute and deliver to the Company such
formal transfers and assignments and such other papers and documents as may be
necessary or required of the Executive to permit the Company or any person or
entity designated by the Company to file and prosecute the patent applications
and, as to copyrightable material, to obtain copyright thereof. Any invention
relating to the business of the Company and disclosed by the Executive within
one year following the termination of his employment with the Company shall be
deemed to fall within the provisions of this paragraph unless proved to have
been first conceived and made following such termination.
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Section 8. INJUNCTIVE RELIEF. Without intending to limit the
remedies available to the Company, the Executive acknowledges that a breach of
any of the covenants contained in Section 7 hereof may result in material
irreparable injury to the Company or its subsidiaries or affiliates for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of such a breach or
threat thereof, the Company shall be entitled to obtain a temporary restraining
order and/or a preliminary or permanent injunction, without the necessity of
proving irreparable harm or injury as a result of such breach or threatened
breach of Section 7 hereof, restraining the Executive from engaging in
activities prohibited by Section 7 hereof or such other relief as may be
required specifically to enforce any of the covenants in Section 7 hereof.
Section 9. REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE.
The Executive represents and warrants to the Company as follows:
(a) This Agreement, upon execution and delivery by the
Executive, will be duly executed and delivered by the Executive and (assuming
due execution and delivery hereof by the Company) will be the valid and binding
obligation of the Executive enforceable against the Executive in accordance with
its terms.
(b) Neither the execution and delivery of this Agreement nor
the performance of this Agreement in accordance with its terms and conditions by
the Executive (i) requires the approval or consent of any governmental body or
of any other person or (ii) conflicts with or results in any breach or violation
of, or constitutes (or with notice or lapse of time or both would constitute) a
default under, any agreement, instrument, judgment, decree, order, statute,
rule, permit or governmental regulation applicable to the Executive. Without
limiting the generality of the foregoing, the Executive is not a party to any
non-competition, non-solicitation, no hire or similar agreement that restricts
in any way the Executive's ability to engage in any business or to solicit or
hire the employees of any person.
The representations and warranties of the Executive contained
in this Section 9 shall survive the execution, delivery and performance of this
Agreement.
Section 10. SUCCESSORS AND ASSIGNS; NO THIRD-PARTY
BENEFICIARIES. This Agreement shall inure to the benefit of, and be binding
upon, the successors and assigns of each of the parties, including, but not
limited to, the Executive's heirs and the personal representatives of the
Executive's estate; PROVIDED, HOWEVER, that neither party shall assign or
delegate any of the obligations created under this Agreement without the prior
written consent of the other party. Notwithstanding the foregoing, the Company
shall have the unrestricted right to
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assign this Agreement and to delegate all or any part of its obligations
hereunder to any of its subsidiaries or affiliates, but in such event such
assignee shall expressly assume all obligations of the Company hereunder and the
Company shall remain fully liable for the performance of all of such obligations
in the manner prescribed in this Agreement. Nothing in this Agreement shall
confer upon any person or entity not a party to this Agreement, or the legal
representatives of such person or entity, any rights or remedies of any nature
or kind whatsoever under or by reason of this Agreement.
Section 11. WAIVER AND AMENDMENTS. Any waiver, alteration,
amendment or modification of any of the terms of this Agreement shall be valid
only if made in writing and signed by the parties hereto; PROVIDED, HOWEVER,
that any such waiver, alteration, amendment or modification is consented to on
the Company's behalf by the Board of Directors. No waiver by either of the
parties hereto of their rights hereunder shall be deemed to constitute a waiver
with respect to any subsequent occurrences or transactions hereunder unless such
waiver specifically states that it is to be construed as a continuing waiver.
Section 12. SEVERABILITY AND GOVERNING LAW. The Executive
acknowledges and agrees that the covenants set forth in Section 7 hereof are
reasonable and valid in geographical and temporal scope and in all other
respects. If any of such covenants or such other provisions of this Agreement
are found to be invalid or unenforceable by a final determination of a court of
competent jurisdiction (a) the remaining terms and provisions hereof shall be
unimpaired and (b) the invalid or unenforceable term or provision shall be
deemed replaced by a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable term
or provision. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE.
Section 13. NOTICES.
(i) All communications under this Agreement shall be in
writing and shall be delivered by hand or mailed by overnight courier or by
registered or certified mail, postage prepaid:
(1) if to the Executive such address as the Executive may have
furnished the Company in writing,
(2) if to the Company, at c/o Information Holdings Inc., 0000 Xxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, marked for the attention of the President
and Chief Executive Officer, or at such other address as it may have furnished
in writing to the Executive, or
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(ii) Any notice so addressed shall be deemed to be given: if delivered
by hand, on the date of such delivery; if mailed by courier, on the first
business day following the date of such mailing; and if mailed by registered or
certified mail, on the third business day after the date of such mailing.
Section 14. SECTION HEADINGS. The headings of the sections and
subsections of this Agreement are inserted for convenience only and shall not be
deemed to constitute a part thereof, affect the meaning or interpretation of
this Agreement or of any term or provision hereof.
Section 15. ENTIRE AGREEMENT. This Agreement constitutes the
entire understanding and agreement of the parties hereto regarding the
employment of the Executive. This Agreement supersedes all prior negotiations,
discussions, correspondence, communications, understandings and agreements
between the parties relating to the subject matter of this Agreement.
Section 16. COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original and all of
which together shall be considered one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
CRC PRESS LLC
By: /s/Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Chairman
By: /s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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