Exhibit 10.07(g)
THE HUNTER GROUP, INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective this 7th day of November, 1990, by and
between The Hunter Group, Inc. ("HUNTER"), a Maryland corporation with
offices in Baltimore, Maryland; Boston, Massachusetts; San Francisco,
California; Chicago, Illinois; Los Angeles, California; Miami, Florida;
Xxxxxxx, Xxxxxxx, Xxxxxx; and New York, New York; and Xxxxxx X. Xxxxxxxxx
("EMPLOYEE"), who resides at 00000 Xxxxxxxx Xxxx Xxx, Xxxxxxx, Xxxxxxxx 00000.
W I T N E S S E T H
WHEREAS, HUNTER is engaged in consulting and systems development, research,
design, formulation, manufacture, marketing, distribution, licensing and sale
of a variety of products and services, generally relating to Human Resources
administration, including, but not limited to, employee benefits, equal
employment opportunity, applicant and resume tracking, succession planning,
suggestion awards, compensation, pension, stock options, employee relations,
training, health and safety, and payroll software systems, and now has and
expects to develop confidential information relating thereto; and
WHEREAS, EMPLOYEE is highly skilled in the technical, functional and
marketing fields in which HUNTER is engaged.
WHEREAS, HUNTER desires to utilize the services of EMPLOYEE as project
manager, systems designer, consultant, etc., and EMPLOYEE desires to offer
his/her services to HUNTER, and as a result of the rendering of such
services, EMPLOYEE may have access to confidential information and may
further contribute thereto;
NOW, THEREFORE, HUNTER and EMPLOYEE hereby agree as follows:
1. Services. EMPLOYEE agrees to perform for HUNTER such duties which are
consistent with EMPLOYEE's background, skills and job responsibilities as
shall be reasonably assigned to him/her from time to time by HUNTER.
2. Compensation. EMPLOYEE shall be entitled to the compensation and benefits
described in the Offer Letter, a copy of which is attached hereto as "Exhibit
A".
3. Use of Name. EMPLOYEE agrees to allow XXXXXX to use his/her name, and a
summary of his/her experience and qualifications, in any business plan,
presentation or sales or marketing efforts prepared by HUNTER in the course
of its business during EMPLOYEE's period of employment. Upon EMPLOYEE's
request, HUNTER shall review any summary of EMPLOYEE's experience and
qualifications for form and accuracy prior to HUNTER's use of such summary.
4. EMPLOYEE'S Authority to Bind the Corporation. EMPLOYEE shall not at any
time pledge the credit of HUNTER, nor enter into any contract or agreement on
behalf of HUNTER without its prior written consent.
5. Term. EMPLOYEE's employment may be terminated upon not less than two (2)
weeks' written notice by either party; provided, however, that all of the
terms and conditions intended to survive the termination of EMPLOYEE's
employment shall remain in full force and effect.
(a) Introductory Period. Notwithstanding anything to the contrary
contained herein and in addition to the rights set forth in subsection (d),
HUNTER may terminate EMPLOYEE's employment for any reason at any time during
the first three (3) months of EMPLOYEE's employment upon not less than one
(1) week's notice or payment of one (1) week's base salary in lieu thereof.
(b) Termination for Cause. Notwithstanding anything to the contrary
herein, HUNTER shall be entitled to terminate EMPLOYEE's employment without
prior notice for cause, including but not limited to EMPLOYEE's misfeasance,
malfeasance, insubordination, breach of law or fiduciary duty, or any of
other terms or conditions of his/her employment with HUNTER, including any
expressed or implied representations or warranties made by EMPLOYEE in
connection with his/her employment.
(c) Severance Entitlement. In the event HUNTER terminates this Agreement
after the introductory period defined in subsection (a) for any reason other
than EMPLOYEE's termination for cause as defined in subsection (b), EMPLOYEE
shall be entitled to two (2) weeks of base salary as severance for each six
(6) months of completed service. In no event shall the severance entitlement
exceed four (4) weeks of base salary.
(d) Payments at Termination. HUNTER agrees to pay any severance to which
EMPLOYEE is entitled, along with any accrued payments for incentive bonuses,
commissions, and unused leave entitlements according to HUNTER's policies
then in effect, or expressly agreed with EMPLOYEE, at the later of the date
of termination and the date when all HUNTER property as listed in paragraph
13 is returned, and all outstanding travel or other expense reports have been
returned, and debts paid by EMPLOYEE.
6. Rights to Work Product. With respect to any work product which is conceived
or produced by EMPLOYEE during the term of his/her or employment or with the use
or assistance of HUNTER's facilities, materials, or personnel, HUNTER shall
own all rights, title and interest to such work product, and such product
shall be considered as "work made for hire", unless otherwise agreed in
writing by the parties.
7. Protection of Trade Secrets and Confidential Information. EMPLOYEE hereby
acknowledges that during the term of his/her employment, he/she will acquire
access to confidential information and trade secrets belonging to HUNTER or
HUNTER's clients or third parties. Such confidential information and trade
secrets shall be kept in absolute confidence both during and after the
termination of EMPLOYEE's employment. For the purpose of this paragraph 7,
the term "trade secrets and confidential information" shall mean any
information not generally known in the relevant trade or business, which was
obtained from HUNTER or its clients or which was learned, discovered,
conceived, originated or prepared as a result of the performance of any
services on behalf of HUNTER; including but not limited to information
relating to existing or contemplated products, services, technology, designs,
processes or formulae and information relating to business plans, customer
lists, customer requirements and supplier information. EMPLOYEE agrees that
he/she will not, at any time, disclose to others, use for his/her own benefit
or otherwise appropriate or copy any such confidential information or trade
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secrets, whether or not developed by EMPLOYEE, except as required in
EMPLOYEE's duties to HUNTER; provided, however, that the foregoing shall not
apply to any information (i) that is generally available to the public on the
date hereof or that hereafter becomes generally available to the public
through no breach of this paragraph 7 by EMPLOYEE, (ii) obtained by EMPLOYEE
from a third party having the right to disclose such information, (iii) known
by EMPLOYEE prior to its disclosure by HUNTER or (iv) required by law,
governmental order or decree to be disclosed by EMPLOYEE.
8. Procedures for Preserving Confidentiality of Tangible and Intangible
Items. EMPLOYEE agrees to comply with any and all reasonable procedures which
HUNTER may adopt from time to time to preserve the confidentiality of any
confidential information or trade secrets. Certain materials will be affixed
with a legend indicating their confidential nature. However, the absence of
any such legend on any item containing or relating to confidential
information will not give rise to any inference that the information
contained therein or derived therefrom is not confidential information.
9. Covenant Not to Employ. During the period of employment and for a period
of one (1) year after the period of employment, EMPLOYEE agrees that he/she
will not employ or solicit the employment of any HUNTER employee or any of
HUNTER's consultants, subcontractors or independent contractors. Nothing
herein shall be construed to prohibit EMPLOYEE from soliciting or employing
any HUNTER employee, consultant, subcontractor or independent contractor who
was terminated by HUNTER for economic or budgetary reduction purposes.
10. Covenant Not to Solicit.
(a) During the period of employment, and for a one (1) year period
thereafter, EMPLOYEE agrees that he/she will not render, directly or
indirectly, any services of an advisory or consulting nature similar in
character to those offered by HUNTER, whether as an employee or otherwise, to
any business which is a client or active prospect of HUNTER. The provisions
of this paragraph 10.(a) shall not apply where EMPLOYEE was terminated by
HUNTER for economic or budgetary reduction purposes.
(b) During the period of employment, and for a one (1) year period
thereafter, EMPLOYEE agrees that he/she will not contact any clients or
active prospects of HUNTER for the purposes of soliciting, selling, or both,
to any of said clients or active prospects any products or services similar
to the products or services of HUNTER; nor will he/she in any way directly or
indirectly, for himself/herself or in behalf of, or in conjunction with any
other person, persons, firm, partnership, corporation, or company, solicit,
divert, or take away any such clients or active prospects of HUNTER.
(c) For purposes of paragraph 10.(a) and 10.(b) active prospects are
defined as those persons, firms, or corporations with whom HUNTER is, or has
been actively engaged in the solicitation or negotiation of business
opportunities at any time during the one (1) year period preceding the
termination of employment.
11. Noncompetition Agreement.
(a) During the term of his/her employment, and for a period of one (1)
year after the date of its termination, EMPLOYEE agrees that he/she will not
render, directly or indirectly, any services of an advisory or consulting
nature, whether as an employee or otherwise, to any business which is a
competitor of HUNTER.
(b) During the term of this Agreement, and for a period of one (1) year
thereafter, EMPLOYEE agrees that he/she will not, either along or as a member
of a partnership or joint venture, as a beneficiary or a trust, or as an
officer, director, stockholder or investor of or in any other corporation or
enterprise, or otherwise (except as an investor in
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securities publicly held and listed on a national securities exchange) be
engaged in the ownership or management of any business or activity which is a
competitor of HUNTER.
(c) The provisions of this paragraph 11 shall not apply where EMPLOYEE
was terminated by HUNTER for economic or budgetary reduction purposes.
12. Business Opportunities. EMPLOYEE acknowledges that all business
opportunities generated by HUNTER shall belong to HUNTER. In the event of a
breach of this paragraph 12, EMPLOYEE shall be liable to HUNTER for 100% of
the gross revenues of any business obtained as a result of such a breach and
shall not be entitled to any compensation or remuneration in any form from
HUNTER.
13. Duty Upon Termination of Employment.
(a) Upon termination of his/her employment with HUNTER for any reason,
EMPLOYEE agrees to deliver to HUNTER all keys, motor vehicles, computer
hardware, peripherals, software, telephones, writings, designs, documents,
records, data, memoranda, computer source code and object code listings, file
layouts, record layouts, system design information, models, manuals,
documentation, notes, and other materials of any nature which are in his/her
possession or control as a result of his/her employment by HUNTER.
(b) EMPLOYEE further agrees to retain in the strictest confidence any
confidential information or trade secrets he/she learned during his/her term
of association unless and until such information has been made generally
available to the trade other than by breach of this Agreement.
14. Other Agreements. EMPLOYEE represents and warrants that his/her signing
of this Agreement and the performance of his/her services hereunder is not
and will not be knowingly in violation of any other contract, agreement or
understanding to which he/she is a party.
15. Assignment. This Agreement may not be assigned or transferred in whole
or in part without the prior written consent of the parties.
16. Right to Injunctive Relief. EMPLOYEE's strict compliance with the
provisions of paragraphs 6 through 13 hereof is necessary to preserve and
protect the goodwill and proprietary rights of HUNTER as a going concern and
to prevent persons, firms, joint ventures, partnerships, corporations,
institutions, and enterprises engaged in businesses and activities which are
competitive with the businesses and activities conducted or carried on by
HUNTER from obtaining an unfair competitive advantage over HUNTER. Any
failure by EMPLOYEE to comply with the provisions of such paragraphs will
result in irreparable and continuing damage to HUNTER for which there will be
no adequate remedy at law. In the event that EMPLOYEE fails to comply with
the provisions of such paragraphs, HUNTER shall be entitled to injunctive
relief and to such other and further relief as may be necessary or
appropriate to cause EMPLOYEE to comply with his/her duties and obligations
under such paragraphs.
17. Severability. In case it is determined by a court of competent
jurisdiction that any provision herein contained is illegal or unenforceable,
such determination shall solely affect such provision and shall not impair
the remaining provisions of this Agreement.
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18. Plurals; Gender. Any word in the text of this Agreement shall be read as
the singular or plural and as the masculine, feminine or neuter gender as may
be appropriate under the circumstances then existing.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
20. Entire Agreement. The parties have read this Agreement and agree to be
bound by its terms, and further agree that it constitutes the complete and
exclusive statement of the Agreement between them which supersedes all
proposals, oral or written, and all other communications between them
relating to the subject matter of this Agreement. This Agreement shall not be
amended except in a writing executed by both parties.
21. Notices. Except as otherwise provided herein, notices, payments, or any
other communication provided for herein shall be deemed to be given when
mailed first class mail, addressed to HUNTER as follows:
The Hunter Group, Inc.
00 Xxxx Xxxxx Xxxxxx
Xxxxx 0X
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxxx X. Xxxxxxxxx
And to EMPLOYEE as follows:
Xxxxxx X. Xxxxxxxxx
00000 Xxxxxxxx Xxxx Xxx
Xxxxxxx, Xxxxxxxx 00000
Executed under seal this 5th day of November, 1990.
--- -------- --
WITNESS: Xxxxxx X. Xxxxxxxxx
/s/ [Illegible] /s/ Xxxxxx X. Xxxxxxxxx (SEAL)
---------------------------- ----------------------------
Executed under seal this 7th day of November, 1990.
--- -------- --
WITNESS: THE HUNTER GROUP, INC.
/s/ [Illegible] By: /s/ Xxxxxx X. Xxxxxxxxx (SEAL)
---------------------------- -------------------------------
Xxxxxx X. Xxxxxxxxx,
Senior Vice President
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Exhibit A
[cad 157]Letterhead[cad 179]
October 30, 1990
Xx. Xxxxxx X. Xxxxxxxxx
00000 Xxxxxxxx Xxxx Xxx
Xxxxxxx, Xxxxxxxx 00000
Dear Xxx:
I am pleased to confirm our offer for you to join The Hunter Group as a
Director, Business Planning and Development. As the boundaries of your role
are as yet undefined, the initial scope of your activities will be to assist
me in assessing the organizational structure and responsibilities now in
place, and to make recommendations concerning new organizational structures,
reporting lines and staffing. The outcome of this activity will be used to
determine your subsequent roles and responsibilities. You will be located in
our Baltimore office and reporting to me as President.
Your base salary will be $7,100.00 per month paid semi-monthly on the
sixteenth and first days of the month. An incentive compensation program will
be developed for you after your first six weeks of employment. That program
will set forth qualitative and quantitative goals for 1991, with an incentive
target of 30% of base pay. Although incentive compensation is targeted at
30%, this does not mean you would necessarily receive 30% nor anything, if
individual goals are not achieved. You will be eligible for our
Profit-Sharing plan and various incentive compensation programs designed to
further your professional development and to reward you for special
contributions to the company's growth, revenues, and profitability. You will
also be eligible for vacation, personal and sick leave, and holiday pay
according to standard Hunter policy. Eligibility requirements and other
highlights of our compensation and benefit plans are detailed in the attached
summaries. Please note that some of the benefit plans are optional, with a
contribution required on your part should you elect to participate.
Xxx, you will need to sign an Employment Agreement. As much as we dislike the
formality, it is required to protect your interests and rights, as well as
those of The Hunter Group, its clients and prospects, and the vendors we work
with and support. It is enclosed for your signature and must be signed on or
before the date you commence employment with us. If you have never been faced
with a contract of this type before, it can be intimidating, even though we
have tried to make it less so. Don't hesitate to ask if you have any
questions or concerns; we will be pleased to discuss any of its provisions
with you.
This employment offer is extended to you until November 2, 1990, at which
time it expires if not accepted. Based on our understanding of your current
obligations, we are expecting you to start on or about November 5, 1990.
Please sign one copy of this letter indicating your expected start date and
return it to me.
Xx. Xxxxxx X. Xxxxxxxxx
October 30, 1990
Page 2
Your employment with The Hunter Group should offer you the challenges and
rewards you seek. We look forward to working with you, and to the success of
of our mutual endeavors.
Sincerely,
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President
TLH:cwb
Enclosure: Employment Agreement
Benefits/Compensation Information
cc: Xxxxxx Xxxxxxxxx
Personnel
Accepted:
/s/ Xxxxxx X. Xxxxxxxxx Date: November 1, 1990
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Xxxxxx X. Xxxxxxxxx
Expected start date: November 5, 1990
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Expected
