Exhibit 10.9
August 25, 2000
BY HAND DELIVERY
----------------
Xx. Xxxxxx X. Xxxxx
Executive Vice President,
Chief Financial Officer and Treasurer
Renaissance Worldwide, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Employment Agreement
------------------------
Dear Xxx:
You are a highly valuable employee of Renaissance Worldwide, Inc. ("RWI" or
the "Company"). The Company wishes to confirm the terms and conditions of your
employment as Executive Vice President, Chief Financial Officer and Treasurer.
This letter agreement (the Agreement") will confirm the agreement between you
and the Company under the following terms and conditions:
1. Position and Title.
a. Effective as of your date of hire, June 30, 1999, you have been
and will continue to be employed by the Company as its Executive Vice President,
Chief Financial Officer and Treasurer, reporting to the Chairman and Chief
Executive Officer of the Company ("CEO").
b. You agree to perform the duties that are usual and customary for
your position and such other duties as may reasonably be assigned to you from
time to time. You also agree that, while employed by the Company, you will
devote your full business time and efforts, business judgment, skill and
knowledge exclusively to the advancement of the business interests of the
Company and to the discharge and of your duties and responsibilities to it. You
further agree not to engage in any other business activity or serve in any
industry, trade, professional, governmental or academic position during your
employment with the Company, without first receiving the express written
approval of the CEO or his or her authorized designee.
2. Compensation and Benefits. During your employment, as compensation for
all services performed by you for the Company, and subject to your satisfactory
performance of your duties and obligations to it, the Company will provide you
the following pay and benefits:
a. Base Salary. Effective June 1, 2000, your base salary will be
$350,000 per year, payable in accordance with the regular payroll practices of
the Company and subject to increase from time-to-time by the CEO in his
discretion.
b. Bonus Compensation. Effective as of the third quarter 2000 and
continuing each calendar quarter thereafter for so long as you remain employed
by the Company, you will be eligible to receive a bonus equal to 10% of your
then-current annual base salary (cumulatively not-to exceed 40% per year of your
then-current annual base salary).
c. Stock Options. As a confirmation and clarification of the
exercisability provisions of the stock options granted to you by the Company on
July 1, 1999 and March 1, 2000, such stock options shall become immediately
exercisable in full upon the occurrence of any of the following events: (i) a
"Change in Control". For the purposes of this Agreement, "Change in Control"
occurs when: (a) any person or entity other than the Company or any wholly-owned
subsidiary of the Company (a "Person") becomes the owner of 50% or more of the
Company's common stock; or (b) the Company executes an agreement of acquisition,
merger or consolidation (and such agreement has been approved by shareholders,
to the extent required) which contemplates that, after the effective date
provided for in such agreement, all or substantially all of the business and/or
assets of the Company shall be owned, leased or otherwise controlled by another
Person; provided, however, that notwithstanding the foregoing, solely for the
purposes of this subparagraph, a Change of Control of any subsidiary or
affiliate of the Company will not cause a Change of Control of the Company and a
Change of Control of the Company will not cause a Change of Control of any
subsidiary or affiliate (other than the Company); or (ii) Termination by the
Company of your employment without "Cause". For purposes of this Agreement,
"Cause" means: (a) your commission of an act of fraud or misrepresentation in
connection with your employment by the Company; or (b) your conviction of or
plea of nolo contendere to a felony or a crime involving moral turpitude; or
(iii) voluntary termination of your employment with "Good Reason". For purposes
of this Agreement, "Good Reason means: (a) the failure of the Company to employ
you in your current position, or a substantially similar position (i.e., one
- -
involving no material reduction in your duties and responsibilities); or (b) a
change in your current reporting relationship (i.e., reporting to the CEO or an
- -
equivalent position); or (c) an unconsented-to reduction in your compensation;
or (d) an unconsented-to relocation of your primary place of employment more
than 20 miles from your current site of employment.
3. Confidential Information and Restricted Activities. During the course
of your employment with the Company, you will have access to confidential and/or
proprietary information belonging either to the Company or its customers,
clients, business partners, employees, independent contractors or other third
parties. Such information may be related to services, products, customers,
business methods, strategies and practices, forecasts, operations, pricing and
billing, financial data, costs, personnel information (including, but not
limited to, names, educational background, prior experience and availability),
customer and supplier contracts and needs, sales lists, technology, computer
hardware and software, documentation,
2
inventions, developments, trade secrets of every kind and character, information
designated by any of these parties as being proprietary or confidential, and/or
all other information that might reasonably be deemed confidential
("Confidential Information"). Furthermore, you acknowledge that you may create
or develop additional Confidential Information in the course of performing your
job duties for the Company. In addition, you acknowledge that, during the course
of your employment, you will develop contacts and relationships with customers
of the Company, as well as with regular and temporary personnel, such contacts
and relationships constituting good will that belongs to the Company. You will
not, at any time during your employment with the Company or thereafter, for
yourself or for any other company or party, use or divulge any Confidential
Information concerning the Company or any of its accounts, clients, customers,
or regular and/or temporary personnel without the Company's express consent. You
will, upon termination of your employment for any reason, deliver to the Company
all Confidential Information, documents, records, notes, memoranda and equipment
or other materials of any nature, in your possession or control, which are the
property of the Company or which relate to your employment or to the Company's
business activities. You will not, during the term of your employment and for
one year thereafter, in any way, directly or indirectly, solicit, divert, take
away or attempt to solicit, divert or take away any staff, regular, or temporary
personnel, trade, business, customers, contracts, projects or good will from the
Company that are in any way related to clients or matters that you serviced or
have knowledge about by reason of your employment with the Company, nor will you
otherwise compete or attempt to compete, directly or indirectly, for current,
past or potential customers for which you performed services, and you agree not
to influence or attempt to influence any of the Company's actual or potential
customers or regular and temporary personnel not to do business with or be
employed by the Company. It is agreed and understood that the period of
restriction set forth in this Section will be tolled, and will not run, during
any period of time in which you are in violation of the terms hereof.
4. Employee Release. Any obligation of the Company to provide you
severance payments or other benefits under Section 5 hereof is expressly
conditioned upon your signing and not revoking a general release of claims in a
form satisfactory to the Company (the "Employee Release"). The Company shall
provide you with the Employee Release promptly after the date on which you give
or receive, as applicable, notice of termination of your employment. Such
Employee Release shall become effective on the date it is signed by you and upon
your not revoking such Employee Release (to the extent such right is legally
available to you) within the 7-day period following the date you signed the
Employee Release (the "Effective Date"). Except for any right you have to
continue participation in the Company's group health and dental plans as
provided in Section 5 hereof or under the federal law known as "COBRA", all
employee benefits shall terminate in accordance with the terms of the applicable
benefit plans as of the date of termination of your employment.
5. Severance.
a. You will receive the applicable severance set forth in this
Section 5 upon the occurrence of any one of the following termination events:
(i) your employment is terminated by the Company for other than Cause (as
defined above); or (ii) you terminate your employment for Good Reason (as
defined above); or (iii) you terminate your employment, upon 60 days prior
written notice to the Company, for any reason and at any time within 6 months
following a
3
Change of Control (defined above). In the event your employment terminates
pursuant to either termination event (i) or (ii) above, then, within 5 days
following the later of the Effective Date of the Employee Release set forth in
Section 3 hereof or the date on which the Company receives your signed Employee
Release, the Company shall: (a) make a one-time, lump sum payment to you equal
to 12 months of your then-current base salary and bonus compensation (at 40% of
your then-current base salary); and (b) make a one-time, lump sum payment of
$15,000 for outplacement services; and (c) reimburse you for medical and dental
insurance coverage continuation for a period of time not to exceed 6 months.
However, in the event that your employment terminates pursuant to termination
event (iii) above, then, within 5 days following the later of the Effective Date
of the Employee Release set forth in Section 4 hereof or the date on which the
Company receives your signed Employee Release, the Company shall: (a) make a
one-time, lump sum payment to you equal to 12 months of your then-current base
salary and bonus compensation (at 40% of your then-current base salary); and (b)
reimburse you for medical and dental insurance coverage continuation for a
period of time not to exceed 6 months. Nothing in this Section 5 shall be
construed to provide you with more than one severance entitlement associated
with a single event of termination, as applicable. Notwithstanding anything to
the contrary in this Section 5, the Company will pay you on the date of
termination any base salary earned but not paid through the date of termination
and compensation for any vacation time accrued but not used to that date. In
addition, the Company will pay you any quarterly bonus to which you may be then
currently entitled pursuant to Section 2.b hereof, on a prorated basis to the
date of termination and payable on the date of termination.
6. Withholdings.
a. All payments made by the Company under this Agreement shall be
reduced by any tax or other amounts required to be withheld by the Company under
applicable law.
x. Xxxxxxxxx payments under this Agreement shall be made without
regard to whether the deductibility of such payments would be limited or
precluded by Internal Revenue Code Section 280G and without regard to whether
such payments would subject you to the federal excise tax levied on certain
"excess parachute payments" under Internal Revenue Code Section 4999; provided
that if the total of all the benefits to or for your benefit after reduction for
all federal taxes (including the tax described in Internal Revenue Code Section
4999, if applicable) with respect to such payments ("Executive's total after-tax
payments"), would be increased by the limitation or elimination of any payment
hereunder, such payment shall be reduced to the extent, and only to the extent,
necessary to maximize your total after-tax payments.
7. Assignment. Neither you nor the Company may make any assignment of
this Agreement or any interest in it, by operation of law or otherwise, without
the prior written consent of the other; provided, however, that the Company may
assign its rights and obligations under this Agreement without your consent in
the event that the Company shall hereafter effect a reorganization, consolidate
with, or merge into any person or organization or transfer all or substantially
all of its properties or assets to any person or organization. This Agreement
shall inure to the benefit of and be binding upon you and the Company, and each
of our respective successors, executors, administrators, heirs and permitted
assigns.
4
8. Severability. If any portion or provision of this Agreement shall to
any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision hereof shall be valid and enforceable to the fullest
extent permitted by law.
9. Miscellaneous. This Agreement sets forth the entire agreement between
you and the Company in connection with the subject matter hereof and replaces
all prior and contemporaneous communications, agreements and understandings,
written or oral, with respect to the terms and conditions of your continued
employment, including, without limitation, your Offer Letter and the Amendment
thereto dated June 24, 1999 and October 13, 1999 respectively, and your
Employment Agreement dated June 30, 1999. It is expressly understood and agreed
that this document is not a contract of employment for a specific term and that
you remain an "at-will" employee. This Agreement may not be modified or
amended, and no breach shall be deemed to be waived, unless agreed to in writing
by you and an expressly authorized representative of the Company. The headings
and captions in this Agreement are for convenience only and in no way define or
describe the scope or content of any provision of this Agreement. This
Agreement may be executed in two or more counterparts, each of which shall be an
original and all of which together shall constitute one and the same instrument.
This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, without regard to the conflicts of laws principles thereof, and
all disputes hereunder shall be adjudicated in the courts of the Commonwealth of
Massachusetts, to whose personal jurisdiction you hereby consent.
If the foregoing is acceptable to you, please sign both copies of this
letter in the space provided, at which time this letter will take effect as a
binding agreement between you and the Company on the basis set forth above.
Please keep one original for your records and return one original to me. If you
should have any questions, please do not hesitate to contact me.
Very truly yours,
Renaissance Worldwide, Inc.
By: /s/ G. Xxxx Xxxxxx
----------------------------------
G. Xxxx Xxxxxx
Chairman and CEO
Accepted and Agreed:
/s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
5
