EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated this 13th day of March, 1998, and
effective as of the Effective Date (defined below), by and between Realty
Information Group, Inc., a Delaware corporation (formerly known as "Realty
Information Group, Inc. (Delaware), Inc.") (the "Company"), Xxxxxxx Research
Incorporated ("JRI") and Xxxxx X. Xxxxxxx, XX (the "Executive").
In connection with the Company's acquisition of all the shares
of JRI the Company desires to employ the Executive to devote full time to the
business of the Company and or JRI, and the Executive desires to be so employed.
The parties agree as follows:
1. EMPLOYMENT. The Company agrees to employ the Executive, and
the Executive agrees to be so employed, in the capacity of Vice
President-Consulting Services and President of an entity likely to be named
Xxxxxxx Reports ("JR") , located in Atlanta, Georgia. The Executive shall
perform such functions and undertake such responsibilities as are assigned from
time to time by the President of the Company or the Board of Directors. The
Executive's employment shall be for a term of three years commencing on the
Effective Date of this Agreement.
2. TERMINATION OF PRIOR EMPLOYMENT AGREEMENTS. The Company and
the Executive agree that this agreement terminates and replaces any previous
employment agreements between the Executive and JRI including any resolutions or
oral understandings that might be construed to be a part of any such agreement,
subject to agreement between the Company, JRI and the Executive concerning the
settlement as Effective Date, of any amounts that may then be due and owing
under and in accordance with any such agreements. Upon that settlement, all
other agreements between the parties concerning employment are hereby terminated
and of no further force and effect, all without cost or charge to JRI or the
Company.
3. FULL TIME AND EFFORTS. Except as otherwise provided in this
Section 3, the Executive shall diligently and conscientiously devote his full
time, exclusive attention and best efforts to his duties as the Company's Vice
President-Consulting Services and President of JC. However, the Executive shall
be entitled to devote a reasonable amount of time to service with religious,
charitable and other non-profit organizations, to service on advisory boards and
boards of directors of trade associations, and to such other business entities
that do not compete with the business of the Company, to the extent that the
cumulative burden of such service does not, in the reasonable view of the
President of the Company, interfere with the Executive's primary responsibility
to the Company. The Executive shall keep the President of the Company apprised
of the fact and demands of each such activity.
4. COMPENSATION. Commencing as of the Effective Date of this
Agreement, the Company shall pay the Executive base compensation for his
services at an annual rate of one
hundred thirty-five thousand dollars ($135,000) for the first full year. For the
second and third years, the Company shall pay the Executive base compensation
for his services at an annual rate of no less one hundred thirty-five thousand
dollars ($135,000), and the President of the Company in consultation with the
Compensation Committee of the Board of the company, will review the Executive's
performance and determine any appropriate increases. This base compensation
shall be paid in equal bi-weekly installments. In addition, the Executive shall
be eligible to earn an annual performance bonus (the "Annual Bonus") of up to
two hundred percent (200%) of his base salary pursuant to criteria negotiated
with the President and approved by the the Compensation Committee of the Board
of Directors of the Company. For the first year, the criteria for the Annual
Bonus will be that set forth in Appendix A to this Agreement. The Annual Bonus,
if any, shall be paid within 120 days of each anniversary of the Effective Date
hereof.
5. BENEFITS. The Executive shall be entitled to participate
in, and receive benefits from any insurance, medical, disability or pension plan
of the Company, and to other perquisites which may be in effect at any time
during the term hereof that are generally available to senior executive officers
of the Company. Copies of the current version of those policies are attached as
Schedule 5 to this Agreement.
6. EXPENSE REIMBURSEMENT. The Company shall reimburse the
Executive for all categories of reasonable and necessary expenses incurred in
carrying out his duties under this Agreement that are reimbursed to any other
Vice President of the Company. The Executive shall present to the Company from
time to time an itemized account of such expenses in any form required by the
Company. Such expenses shall be reimbursed within 30 days of submission of
appropriate documentation.
7. TERMINATION WITHOUT CAUSE.
(a) BY THE COMPANY. After the second anniversary of the
Effective Date of this Agreement, the Company may terminate this Agreement
without cause upon sixty (60) days written notice, however in that event (i) all
of the Executive's unvested options due to vest within the six months will vest
and (ii) the Executive will continue to receive over the term of this agreement,
as if he had not been terminated, all payments he would have received had he not
been terminated (and a pro rata share of any bonus, which shall be based upon
the number of days since the last anniversary, and the number remaining until
the next anniversary, of the Effective Date hereof) as severance and as
liquidated damages, subject to and in consideration of his execution of a
complete and absolute release of the Company and its officers and directors from
any and all further claims relating to his employment hereunder.
(b) BY THE EXECUTIVE. After the second anniversary of the
Effective Date of this Agreement, the Executive may without cause terminate this
Agreement, by giving one hundred twenty (120) days' written notice to the
Company. In such event, at the sole discretion of the Company, the Executive
shall continue to render all services and shall be paid
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the base compensation as provided by Section 4 up to the date of termination,
but shall not receive any bonus payment thereafter nor shall any stock option
that is not otherwise vested or nonforfeitable on the date of termination become
vested or nonforfeitable on such date.
8. TERMINATION AFTER MERGER OR ACQUISITION. In the event of
the merger of the Company or the acquisition, directly or indirectly, of all or
substantially all of the Company's assets or a controlling interest in the
voting shares of the Company by an unaffiliated party (a AChange of Control"),
the Executive may elect to treat that event as a termination without cause
unless the new party extends to him a reasonable offer to: (a) be retained by
the Company in an executive position of responsibility, authority and
compensation comparable in material respects (including location) to the
position of the Executive immediately prior to the Change of Control; (b) retain
all rights accorded under this Agreement; and (c) be afforded all privileges
accorded to other executives of the Company. If the Executive elects to be
terminated pursuant to such a Change of Control, then on the date the
termination becomes effective, any portion of any stock option awarded to the
Executive pursuant to any stock option plan not already vested shall become
fully vested.
9. TERMINATION FOR CAUSE. The Company may terminate this
Agreement for cause at any time by notifying the Executive of such termination
and the cause thereof; provided, however, that the only grounds constituting
cause shall be: (a) the Executive's death, (b) the Executive's prolonged
disability, (c) the Executive's gross negligence in the performance of his
duties hereunder, intentional nonperformance or mis-performance of such duties,
or refusal to abide by or comply with the reasonable and documented directives
of the Board, his superior officers, or the Company's material policies and
procedures, which actions continue for a period of at least ten (10) days after
receipt by Executive of written notice of the need to cure or cease; (d) the
Executive's willful dishonesty, fraud, or misconduct with respect to the
business or affairs of the Company and that, in the judgment of the Company,
materially and adversely affects the operations or reputation of the Company;
(e) the Executive's conviction of a felony involving moral turpitude; and (f)
the Executive's abuse of alcohol or drugs (legal or illegal) that, in the
Company's judgment, materially impairs the Executive's ability to perform his
duties hereunder. In any such event, the Executive will forfeit all unvested
options, all claims to bonuses not yet awarded and will be paid through the date
of the termination.
10. CONFIDENTIALITY, INVENTION AND NON-COMPETE AGREEMENT.
(a) During the term of this Agreement, and thereafter for
the duration of the period, if any, that the Executive continues to be employed
by the Company and/or any other entity owned by or affiliated with the Company
or on an "at will" basis, and thereafter for the Non-Competition Period (defined
below), the Executive shall not, directly or indirectly, for himself or on
behalf of or in conjunction with any other person, company, partnership,
corporation, business, group, or other entity (each, a " Person"):
(i) engage, as an officer, director, shareholder,
owner, partner, member, joint venturer, or in a managerial capacity, whether as
an employee, independent
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contractor, consultant, advisor, or sales representative, in any business
selling any products or services in direct competition with the Company in any
business selling any products or services in direct competition with Parent, in
the United States, Canada, the United Kingdom, or other nations in which the
Company is conducting or in which he was aware the Company had plans to conduct
business within the twelve months following his termination (the "Territory");
provided, however, that the foregoing covenant shall not be deemed to prohibit
the Executive from acquiring as an investment not more than one percent (1%) of
the capital stock of a competing business whose stock is traded on a national
securities exchange or over-the-counter;
(ii) call upon any Person who is, at that time, within
the Territory, an employee of the Company for the purpose or with the intent of
enticing such employee away from or out of the employ of the Company;
(iii) call upon any Person who or that is, at that
time, or has been, within one year prior to that time, a customer of the Company
within the Territory for the purpose of soliciting or selling products or
services in direct competition with the Company within the Territory; or
(iv) on the Executive's own behalf or on behalf of any
competitor, call upon any Person as a prospective acquisition candidate for an
entity other than the Company or its affiliates who or that, during the
Executive's employment by the Company was, to the Executive's knowledge, either
called upon by the Company as a prospective acquisition candidate or was the
subject of an acquisition analysis conducted by the Company. The Executive, to
the extent lacking the knowledge described in the preceding sentence, shall
immediately cease all contact with any prospective acquisition candidate upon
being informed that the Company had called upon such candidate or made an
acquisition analysis thereof.
(b) The Executive acknowledges that during the course of his
employment, he may develop and obtain access to trade secrets, proprietary
software and other "confidential business information" of the Company, such as
its software systems, sources of data, databases and other competitively
sensitive information kept in confidence by the Company such as selling and
pricing information and procedures, research methodologies, customer lists,
business and marketing plans, and internal financial statements. The Executive
agrees to not use or disclose any trade secrets, proprietary software or
confidential business information to which he is exposed or has access in the
course of his employment with the Company, even if elements of any of them may
belong to third parties, during his employment and for so long afterwards as the
Company seeks to maintain as confidential the proprietary software, trade
secrets or confidential business information, whether or not the software, trade
secrets and confidential business information are in written or tangible form,
except as required and authorized during the performance of the Executive's
duties for and with the Company. The Executive agrees that, given the nature of
the Company's business and business plans twenty-four (24) months is a
reasonable period during which disclosure of proprietary software, trade secrets
or confidential information would be injurious to the Company; and that there
will never come a time when
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disclosure of the Company's proprietary software would not be seriously
injurious to the Company.
(c) The Executive acknowledges that he has been employed by the
Company during its critical developmental and roll-out stages and that leaving
the employ of the Company to join any business competitor would seriously hamper
the business of the Company. Accordingly, the Executive agrees that the Company
shall be entitled to injunctive relief to prevent him from violating this
Section 10, in addition to all remedies permitted by law, to enforce the
provisions of this Agreement. The Executive further acknowledges that his
training, experience and technical skills are of such breadth that they can be
employed to the Executive's advantage in other areas which are not in direct
competition with the business of the Company on the date of termination of the
Executive's employment and consequently the foregoing obligations will not
unreasonably impair the Executive's ability to engage in business activity after
the termination of the Executive's employment.
(d) For purposes of this Section 10, the term "Company" shall
mean the Company and each of its subsidiaries and predecessors in interest; and
the term "Non-Competition Period" shall mean the period commencing on the
Effective Date to and including the second anniversary of the date on which the
Executive ceases to be employed by the Company (provided, however, that the
Non-Competition Period, during which the agreements and covenants of the
Executive made in this Section 10 shall be effective, shall be computed by
excluding from such computation any time during which the Executive is in
violation of any provision of this Section 10).
(e) The covenants in this Section 10 are severable and separate,
and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 10 relating
to the time period or geographic area of the restrictive covenants shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or geographic area, as applicable, that such court deems reasonable and
enforceable, said time period or geographic area shall be deemed to be, and
thereafter shall become, the maximum time period or largest geographic area that
such court deems reasonable and enforceable and this Agreement shall
automatically be considered to have been amended and revised to reflect such
determination.
(f) All of the covenants in this Section 10 shall be construed as
an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of the Executive against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of such covenants.
11. NOTICES. All notices required or permitted to be given under this
Agreement shall be given by certified mail, return receipt requested, to the
parties at the
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following addresses or to such other addresses as either may designate in
writing to the other party.
If to the Company:
Xxxxxxx X. Xxxxx
Chairman of the Board
Realty Information Group
0000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Telefax: 000-000-0000
If to the Executive:
Xxxxx X. Xxxxxxx XX
Suite 100
0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Telefax: 000-000-0000
12. GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware.
13. AMENDMENTS. This Agreement may be amended only in writing,
signed by both parties.
14. NON-WAIVER. A delay or failure by either party to exercise
a right under this Agreement, or a partial or single exercise of that right,
shall no constitute a waiver of that or any other right.
15. ARBITRATION. Any and all disputes hereunder not resolved
amicably shall be resolved only through arbitration by a single member panel
under the auspices and pursuant to the rules of the American Arbitration
Association, or any mutually agreeable substitute. The arbitrator shall be
empowered to permit limited discovery and allocate expenses between the
prevailing and losing party as he or she deems appropriate.
16. BINDING EFFECT. The provisions of this Agreement shall be
binding upon and inure to the benefit of both parties and their respective
successors and assigns.
17. EFFECTIVENESS. This Agreement shall take effect
automatically upon the consummation of that certain Agreement and Plan of
Contribution, dated February 17, 1998, by and among the Company, the Executive,
JRI, OLD RIG, Inc.(formerly known as "Realty
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Information Group, Inc."), Realty Information Group, L.P. and Xxxxxx Xxxx
Xxxxxxx. The consummation of such agreement is referred to herein as the
"Effective Date."
In witness whereof, Company has by its appropriate officers,
signed and affixed its seal and the Executive has signed and sealed this
Agreement.
REALTY INFORMATION GROUP, INC. XXXXX X. XXXXXXX, XX
By:__________________________
By:_________________________
Date:________________________
Date:_______________________
XXXXXXX RESEARCH INCORPORATED
By:__________________________
Date:________________________
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