Exhibit (e)(14)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("the Agreement") is made and entered into
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this 30th day of March, 2001, by and between Headhunter, Inc., a Georgia
corporation ("Headhunter"), and Xxxxxx X. Self ("Employee"), a resident of the
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state of Georgia.
Witnesseth:
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WHEREAS, Headhunter desires to employ Employee in the capacities and on
the terms and conditions set forth below and Employee desires to accept
employment with Headhunter on the terms and conditions set forth below;
WHEREAS, Employee will have knowledge and access to knowledge and
information regarding Headhunter's trade secrets and confidential information,
by virtue of his employment with Headhunter, which if used by Employee, in
contravention of this Agreement, would materially, adversely and irreparably
damage Headhunter;
NOW THEREFORE, both parties, in consideration of the mutual and
exchanged promises and agreements contained herein and of wages paid and
services rendered hereunder, hereby agree as follows:
1. Offer and Acceptance of Employment. Employee shall have the title of
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President and Chief Operating Officer of Headhunter, beginning April 15, 2001,
(the "Effective Date"), though this position and title subsequently may be
changed by Headhunter as Headhunter or its needs grow or change according to the
plan to assume the role of CEO on or before January 1, 2002. Headhunter agrees
to employ Employee and Employee accepts such employment for the period beginning
as of the Effective Date and ending upon termination pursuant to Section 4
thereof (the "Employment Period"). Employee agrees to accept such employment and
to perform the duties and services specified herein, upon the terms and
conditions hereinafter stated.
2. Duties. Employee agrees to discharge faithfully, diligently and to
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the best of his ability during the term hereof the duties normally incidental to
the position of President and Chief Operating Officer. Employee agrees to serve
in such other capacity and perform such other duties as Headhunter may
reasonably direct from time to time. Employee agrees that, during the term of
this Agreement, Employee will devote Employee's entire business time, skill,
energy, knowledge and best efforts to the business and affairs of Headhunter.
During his employment with Headhunter, Employee will not engage, directly or
indirectly, in any other business, whether or not similar to that of Headhunter,
except with the written consent of the Board. Employee shall be expected to
commit whatever time is necessary for the normal responsibilities of
Headhunter's management.
3. Compensation.
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3.1 Base Salary. While employed hereunder, Employee shall be
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paid a salary at the annual rate of Three Hundred Thousand Dollars
($300,000.00), less withholding for taxes and deductions for other appropriate
items ("Base Salary"). Employee's Base Salary shall be paid in approximately
equal semi-monthly installments. Such Base Salary will be reviewed from time to
time by Headhunter, which, in its sole discretion, may make appropriate
adjustments.
3.2 Bonus. In addition to the Base Salary, Employee shall be
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eligible to receive a bonus of Thirty Seven Thousand, Five Hundred Dollars
($37,500.00), less withholding for taxes and deductions for other appropriate
items, per [fiscal] quarter for the first three [fiscal] quarters that Employee
serves as Chief Operating Officer. Beginning on January 1, 2002, or upon
Employee's promotion to Chief Executive Officer, whichever is the earlier to
occur, Employee shall be eligible, in lieu of the bonus set forth above, to
receive One Hundred Fifty Thousand Dollars ($150,000.00), less withholding for
taxes and deductions for other appropriate items, with an uncapped
overachievement upside opportunity, in accordance with the terms and conditions
of an approved 3+/- plan. Employee shall be eligible for the bonuses set forth
herein, only if he is employed by Headhunter on the applicable bonus payout
date, and otherwise complies fully with this Agreement.
3.3 Benefits. During the Employment Period, Employee shall be
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eligible to participate in employee benefit plans made available to the majority
of similarly situated employees of Headhunter, subject to the terms, conditions
and eligibility requirements of each benefit plan.
3.4 Car Allowance. Headhunter agrees to pay Employee a car
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allowance of Six Hundred Dollars ($600.00) per month. Headhunter also agrees to
reimburse Employee for mileage used while engaging in business activities on
behalf of Headhunter at a rate of Seven Cents ($.07) per mile.
3.5 Stock. Headhunter will recommend to the Board of
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Headhunter that Employee be granted options to purchase 400,000 shares of
Headhunter common stock as Chief Operating Officer, with any additional
recommendations for 100,000 additional shares upon promotion to CEO, to be in
accordance with the terms and conditions of the "change of control clause"
within the Xxxxxxxxxx.xxx Stock Option Agreement. Contained within this clause,
explanation of immediate vesting of all options upon "change of control". All
options are granted at the board meeting following the grant of shares and are
granted at the market price on that day, this is in accordance to standard
policy for maintenance of tax status.
4. Term and Separation. Notwithstanding anything contained
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herein to the contrary, this Agreement may be terminated at any time by either
party for any reason in accordance with the following terms:
4.1 Termination Upon Death or Total Disability. This agreement
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shall terminate immediately upon Employee's death. This Agreement may also be
terminated by Headhunter by reason of "Total Disability" upon at least thirty
(30) days' notice to Employee. As used herein, "Total Disability" means illness
or other physical or mental disability of Employee which shall continue for a
period of at least one hundred and eighty (180) days in the aggregate during any
twelve (12) month period during Employee's employment with Headhunter, which
such illness or disability shall make it impossible or impracticable for
Employee to perform Employee's duties and responsibilities hereunder with
whatever reasonable accommodation may be required by applicable law. If a
disagreement arises between Employee and Headhunter as to whether Employee is
suffering from "Total Disability", as defined herein, the question of Employee's
disability shall be determined by a physician designated by a majority of
Headhunter's Board of Directors. In the event of Employee's death or Total
Disability, Headhunter shall be obligated to pay to employee's estate Employee's
prorated Base Salary only through the actual effective date of termination and
shall have no other payment obligation or other liability to Employee or his
estate under this Agreement or otherwise.
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4.2 Termination For Cause. By providing employee with a 30 day
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written notice, Headhunter may discharge Employee for Cause and terminate this
Agreement without any further liability hereunder to Employee or his estate,
other than the obligation to pay to Employee his base salary accrued to the date
of termination and accrued but unused vacation. For purposes of this Agreement,
a discharge for "Cause" shall mean a discharge resulting from a determination by
Headhunter that Employee:
(a) has failed or refused to perform his duties
under this Agreement or to obey lawful directives from the Board of Directors of
Headhunter or its designee(s), if not remedied within ten (10) business days
after Headhunter's providing notice thereof or if the failure or refusal occurs
after one (1) such notice has been provided;
(b) has failed to abide by Headhunter
policies, rules, procedures or directives, if not remedied within ten (30)
business days after Headhunter's providing written notice thereof or if the
failure occurs after one (1) such notice has been provided;
(c) has acted in a negligent manner, or has
engaged in misconduct with respect to Headhunter which results or could have
resulted in material harm to Headhunter or to its reputation or standing among
customers, suppliers, employees or other business relationships;
(d) has committed or been convicted of, or
plead guilty or nolo contendere (or any similar plea or admission) to, a felony
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or a criminal act involving fraud, dishonesty or other moral turpitude;
(e) has engaged in the use of drugs or alcohol
while on Headhunter property or during regular business hours;
(f) has engaged in employee misconduct,
including but not limited to, breach of fiduciary duty, theft, fraud,
dishonesty, embezzlement, violation of securities laws, violation of
employment-related laws (including but not limited to laws prohibiting
discrimination in employment), violation of non-competition, non-solicitation or
confidentiality agreements or this Agreement, falsification of employment
applications or other business records, insubordination, habitual absenteeism,
or other unethical activity; or
(g) has breached this Agreement.
If Headhunter terminates Employee's employment for Cause hereunder, Headhunter
shall be obligated to pay Employee's prorated Base Salary only through the
actual effective date of termination and shall have no other payment obligation
or other liability to Employee under this Agreement or otherwise. Unless
specifically required to be paid by law, other compensation and benefits will
not be provided or paid after termination.
4.3 Termination Without Cause. Headhunter may terminate
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Employee's employment at any time without Cause. If Headhunter terminates
Employee's employment hereunder without Cause, Headhunter shall be obligated to
pay Employee's pro-rated salary and pro-rated bonus, if any, only through the
actual effective date of termination. In addition, if Employee executes a
separation agreement including a general release, reaffirmation of certain
covenants in this Agreement and other promises in a form acceptable to
Headhunter, Headhunter shall pay Employee an amount equal to one (1) year of
Employee's base salary. Additionally, Headhunter agrees to provide employee
benefits up to one year from the date of termination or
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until employee becomes eligible for benefits under the plan of a new employer .
Headhunter shall have no other payment obligation under this Agreement or
otherwise. Unless specifically required to be paid by law, other compensation
and benefits will not be provided or paid after termination.
4.4 Resignation. Employee may resign from employment hereunder
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at any time by providing Headhunter with written notice at least one (1) month
in advance of the effective date of the resignation. Headhunter may, at its sole
discretion, elect to pay Employee salary and bonus, if applicable, in lieu of
any part, or all, of the notice period and shall have no other payment
obligation under this Agreement or otherwise. Headhunter will have no further
obligation if Employee resigns other than to pay Employee for compensation
already earned, and Employee understands and agrees that Employee will still be
subject to the Section 5 of this Agreement.
5. Notices. Any notice provided for in this Agreement must be in
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writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:
If to HEADHUNTER:
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HEADHUNTER, Inc.
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx
If to Employee:
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Xxxxxx X. Self
0000 Xxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
6. General Provisions.
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6.1 Severability. Whenever possible, each provision of this
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Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid illegal
or unenforceable provision had never been contained herein.
6.2 Complete Agreement. This Agreement embodies the
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complete agreement and understanding among the parties and supercede and
preempt any prior
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understanding, agreements or representations by or among the parties, written or
oral, which may have related to the subject matter hereof in any way.
6.3 Counterparts. This Agreement may be executed in separate
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counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreements.
6.4 Successors and Assigns. Except as otherwise provided
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herein, this Agreement shall bind and inure to the benefit of and be enforceable
by Employee, Headhunter and their respective successors and assigns; provided
that the rights and obligations of Employee under this Agreement shall not be
assignable.
6.5 Choice of Law. This Agreement shall be deemed to be made
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in and shall in all respects be interpreted, construed and governed by and in
accordance with the laws of the State of Georgia (without giving effect to the
conflict of law principles thereof). No provision of this Agreement or any
related documents shall be construed against, or interpreted to the disadvantage
of, any party hereto by any court or any governmental or judicial authority by
reason of such party having, or being deemed to have, structured or drafted such
provision.
6.6 Remedies. Each of the parties to this Agreement will be
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entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including attorneys' fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that any
party may in its sole discretion apply to any court of law or equity of
competent jurisdiction for specific performance and/or other injunctive relief
in order to enforce or prevent any violations of the provisions of this
Agreement.
6.7 Amendment and Waiver. The provisions of this
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Agreement may be amended and waived only with the prior written consent of
Headhunter and Employee.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
HEADHUNTER, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Its: CEO
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/s/ Xxxxxx X. Self
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Xxxxxx X. Self
SIGNATURE PAGE TO EMPLOYMENT AGREEMENT
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