EMPLOYMENT AGREEMENT
Agreement dated as of November 21, 1996 between PRT Group Inc., a
Delaware Corporation (the "Company"), with its principal office at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Xxxxxxx Xxxxxxxxx, the executive,
("Executive") residing at 000 Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000
The parties agree as follows:
1. (a) The Company employs the Executive as Chief Operating
Officer of PRT Group Inc., to carry out the duties and responsibilities more
fully described in Exhibit A and as shall from time to time be assigned to
him by the Company's Board of Directors. The Executive accepts such employment
and agrees to devote his full time and effort to the business and affairs of
the Company.
(b) The term of Executive's employment shall commence on October 1,
1996 and terminate on the fourth anniversary thereof, unless sooner terminated
pursuant to the provisions set forth below in paragraph 2 (the "Term").
Commencing on the fourth anniversary date of this Agreement, and on each
anniversary thereafter, the Term shall automatically be extended for one
additional year unless either party shall have notified the other party prior
to such date that it does not wish to extend the Term.
(c) The Company shall pay the Executive for all services to be
rendered by him to the Company the compensation set forth in Exhibit B, payable
during the Term in accordance with the Company's payroll practices for
executive employees as in effect from time to time, but not less than monthly.
(d) During the Term, the Executive shall be entitled to receive
reimbursement in accordance with the Company's established policies and
procedures for all reasonable expenses incurred by him in connection with
performance of his duties hereunder.
2. (a) If, during the Term, the Executive is unable to perform his
duties hereunder on account of illness, accident or other physical or mental
incapacity, as determined by an independent medical doctor, and such illness or
other incapacity shall continue for a period of more than
three consecutive months or four months out of any twelve month period, the
Company shall have the right, on two months written notice (given after such
period) to Executive, to terminate this Agreement. In such event, the Company
shall be obligated to pay to Executive, his base salary for a period of one
year following such termination, and shall have no further obligation to
Executive hereunder. However, if, prior to the date specified in such notice,
the Executive's illness or incapacity shall have terminated and he shall have
taken up the performance of his duties hereunder, the Executive shall be
entitled to renew his employment and receive the compensation payable hereunder
as though such notice had not been given.
(b) The Company may terminate the Executive's employment with the
Company and all rights and obligations of the parties hereunder (except with
regard to Section 3) by a one (1) month prior written notice. Upon such a
termination Without Cause the Company shall provide Executive with the
following: (i) if such termination Without Cause occurs during the first 42
months of the Term, the Company shall continue to pay Executive his base salary
hereunder for a period of two years or the remainder of the Term, whichever is
less, and all benefits that are tied to a vesting schedule shall immediately
vest; and (ii) if such termination occurs at any time after the 42nd month of
the Term, the Company shall continue to pay Executive his base salary hereunder
for period of six months or the remainder of the Term, whichever is less, and
all benefits that are tied to a vesting schedule shall immediately vest. Other
than the payments set forth in this Section 2(b), the Company shall have no
further obligation to Executive hereunder in the event of termination Without
Cause.
(c) The Executive may terminate the Executive's employment with the
Company and all rights and obligations of the parties hereunder (except with
regard to Sections 3 and 4) by six (6) months prior written notice to the
Company.
(d) The Company shall have the right to terminate this Agreement
and Executive's employment by the Company immediately for justifiable Cause,
which is limited to (i) a material breach by Executive of any material
provision of this Agreement, (ii) any act of gross negligence, fraud,
misappropriation of funds or embezzlement by the Executive in connection with
his employment hereunder, and
2
(iii) action by Executive constituting willful malfeasance having a materially
adverse effect on the Company. Upon such termination, the Company shall have no
further obligations to Executive hereunder.
3. Executive agrees with the Company that Executive will not during or
after the Term disclose to anyone (except to the extent reasonably necessary
for Executive to perform his duties hereunder) any "confidential information"
as such term is hereinafter qualified concerning the business or affairs of the
Company which Executive may have acquired in the course of or as incident to
his employment or prior dealings with the Company, including, without
limitation, customer lists, business or trade secrets of, or methods or
techniques used by, the Company or any information concerning its customers.
For purposes of this Section, confidential information shall not include
information which (i) is known to the public prior to the date of communication
thereof by the Executive, (ii) becomes known to the public thereafter other
than through communications by Executive, or (iii) becomes known to Executive
subsequent to the date of his termination of employment with the Company.
4. (a) Executive acknowledges that his services and responsibilities
are of unique and particular significance to the Company and that his position
with the Company will give him a close knowledge of its policies and trade
secrets. Executive agrees as follows: if Executive ceases to be an employee of
the Company for any reason whatsoever other than his termination Without Cause,
Executive will not, directly or indirectly, on behalf of himself or others,
commencing with the date of termination and ending one year after the
termination date (A) own an interest in, manage, operate, join, control, lend
money or render financial or other assistance to or participate in or be
connected with, as an officer, director, employee, partner, stockholder,
consultant or otherwise, any individual, partnership, firm, corporation or
other business organization or entity that competes anywhere in the world
directly or indirectly with the Company or any of its subsidiaries in the
"information technology professional services" business, (B) solicit or attempt
to solicit any employee of the Company to terminate his or her employment by
the Company, or (C) induce or attempt to induce any customer or independent
contractor of the Company to terminate its relationship with or to take any
action that would be disadvantageous to the business of, the Company.
Notwithstanding the foregoing, the Executive may
3
own solely as a passive investor up to 5% of the equity securities of any
company which has a class of securities that are publicly traded.
(b) Executive acknowledges that the provisions of this Section
are reasonable and necessary for the protection of the Company, and that each
provision and the period of time, geographic areas and types and scope of
restrictions on the activities specified herein are, and are intended to be,
divisible. If any provision of this Section, including any sentence or part
hereof, shall be deemed contrary to law or invalid or unenforceable in any
respect by a court of competent jurisdiction, the remaining provisions shall
not be affected, but shall, subject to the discretion of such court, remain in
full force and effect and any invalid and unenforceable provisions shall be
deemed, without further action on the part of the parties hereto, modified and
limited to the extent necessary to render this valid and enforceable. The
parties acknowledge that the Company shall be entitled to all remedies provided
for at law or in equity, including without limitation, an injunction to enforce
the provisions of this Section. This Section shall not be the exclusive remedy
available to the Company in the event of breach of this Agreement and the
rights and remedies provided for in this Section shall be in addition to all
other rights and remedies available to the Company.
5. Executive represents and warrants to the Company that he is not
under any obligation of a contractual or other nature to any person, firm or
corporation other than the Company which would be inconsistent or in conflict
with this Agreement at the time Executive works on a full time basis with
Company.
6. (a) This Agreement contains the entire agreement between the
parties hereto, supersedes and nullifies all prior understandings, promises and
undertakings, if any, made orally or in writing by or on behalf of the parties
with respect to the subject matter hereof, and may not be modified or
terminated orally. This Agreement shall be construed and governed in accordance
with the laws of the State of New York.
(b) This Agreement shall be binding upon and inure to the benefit
of the Company and its successors and assigns and the Executive and his heirs,
executors, administrators and legal representatives, but no right or responsi-
4
bility the Executive hereunder may be assigned, pledged or encumbered by him
without the written consent of the Company.
(c) Any notice referred to herein shall be sufficient if furnished
in writing, and delivered in person or mailed by overnight courier or certified
mail (return receipt requested) to the respective parties at his address set
forth above or such other address as either party from time to time shall
designate in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the data first above written.
PRT GROUP INC.
BY: /s/ XXXXXX XXXXXXXXX /s/ XXXXXXX XXXXXXXXX
-------------------------- --------------------------
Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx
Member, Board of Directors Executive
5
