EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 1st
day of February, 2000, by and between GLOBAL SOURCES LIMITED., a Delaware
corporation with an office for the conduct of its business at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇,
an individual residing at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Executive").
WHEREAS, the Company desires to employ the Executive as the
Executive Vice President of M&S CORPORATE HOLDINGS, INC., a New Jersey
corporation d/b/a THE PARTNERSHIP GROUP (hereinafter, "GROUP'), acquired by the
Company on the date hereof, and as a Vice President of the Company, and the
Executive desires to be employed by GROUP and the Company in such capacity; and
WHEREAS, the parties hereto desire to enter into an agreement
of employment mutually beneficial to said parties, and for the purpose of
defining the rights, duties and obligations of each of the parties hereto;
NOW, THEREFORE, for good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the Company and the
Executive agree as follows:
1. Employment. Upon the terms and subject to the conditions of this
Agreement, the Company hereby employs the Executive and the Executive hereby
accepts employment by the Company on the terms and conditions hereinafter set
forth.
2. Term. Subject Term. to the provisions of Section 10.8 of this
Agreement, Executive's employment shall be for a period of fifty six (56) months
commencing as of the date hereof and terminating on September 30, 2004.
3. Executive's Position, Duties and Authority.
3.1 Position. The Company shall employ the Executive, and the
Executive shall serve as the Executive Vice President of GROUP and a Vice
President of the Company.
3.2 Description. The Executive shall perform such duties and
responsibilities on a full time basis as shall be reasonably assigned to the
Executive by the Chairman and Chief Executive Officer and/or President and/or
Executive Vice President and Chief Operating Officer of the Company, and which
are customarily incident to the day-to-day management and operation of GROUP and
the Company or the offices of Executive Vice President and a Vice-
President, respectively, including, but not limited to performing various
administrative duties as shall be reasonably assigned to the Executive.
3.3 Authority. At all times during the Term, the Executive shall
report directly to the Chairman and Chief Executive Officer of the Company, or
to such other senior executive as the Chairman and Chief Executive Officer of
the Company may designate.
4. Full-Time Services.
4.1 General. The Executive shall devote substantially all of his
business time, labor, skill and energy to the business and affairs of the
Company and to the duties and responsibilities referred to in Section 3.2 of
this Agreement, but shall be permitted to provide the incidental services
described in Section 13.7 hereof so long as, and in such manner that they do not
interfere with the full and fitful performance of Executive's responsibilities
to the Company and GROUP
4.2 Opportunities; Investments. The Executive covenants and agrees
that, during the Term, he shall inform the Company of each business opportunity
related to the business of the Company or any of the Company's subsidiaries or
affiliates of which he becomes aware and that he will not, directly or
indirectly, exploit any such opportunity for his own account, nor will he render
any services to any other person or business, or acquire any interest of any
type in any other business, that competes with any business of the Company or
any of the Company's subsidiaries or affiliates.
5. Location of Employment. Unless the Executive consents otherwise in
writing, the principal location for the performance of his duties hereunder
shall be at the Company's offices in New York City or in Roseland, New Jersey.
6. Base Salary/Bonuses.
6.1 Base Salary. The Company shall, commencing on the date hereof
and during the continuance of the Executive's employment hereunder, pay to the
Executive, and the Executive agrees to accept, in consideration of his services,
a salary (the "Base Salary") (i) from the Effective Date through the remainder
of the contract, at a rate of TWELVE THOUSAND EIGHTY THREE AND 33/1OOTHS DOLLARS
($12,083.33) per month. All Base Salary shall be payable in accordance with the
Company's normal payroll practices, so long as the Executive's employment
continues as provided by this Agreement.
6.2 Bonuses. During the Term of this Agreement, the Executive shall
be eligible to receive the following bonus payments (each a "Bonus," and
collectively, the "Bonuses"):
(a) An annual (calendar year) bonus, payable at the discretion
of the Board of Directors, of no less than seven and one-half percent (7.5%) of
the increase, if any, in pretax profits of GROUP; and
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(b) A bonus equal to 3 percent of the purchase price of any
acquisition of another human resource company made by the Company or one of its
affiliates that was originated or introduced by the Executive, payable at the
time of the closing of the acquisition. The said bonus is payable in cash or
stock in the same proportion as the consideration given for the acquisition on
which it is based.
(c) Calculation of pre-tax profits shall be made in good faith
by the Company's Chief Financial Officer consistent with the Company's usual and
customary practice.
7. Stock Options. Commencing with the Term of this Agreement, the
Executive shall be eligible to receive the following options (collectively, the
"Stock Options") to purchase shares of the Company's Common Stock as provided
below:
Stock Options, to be issued on the date (the "Market Date") that the
Company's Form S-4 (registering all of the Company's then
outstanding Common Stock and stock under options) or Form S-8
registering the Company's proposed stock option plan and options
issued thereunder is deemed effective by the Securities and Exchange
Commission (the "SEC"), to acquire 25,000 shares, as adjusted for
any stock splits, stock dividends or similar events occurring after
the date hereof, of the Common Stock of the Company, at a price
equal to the market value of the Company's Common Stock as of twenty
(20) days after the Market Date.
The Stock Options shall fully vest on the date of their issuance to the
Executive, shall not be transferable except upon the optionee's death, shall,
unless terminated, be exercisable for 10 years from the date of issuance, shall
be subject to early termination upon cessation of employment with the Company as
set forth in greater detail in Exhibit A hereto, and shall be subject to such
other terms and conditions applicable to stock options of the Company pursuant
to the Company's stock option plan.
8. Expenses; Vacation. The Company shall reimburse the Executive in
accordance with the Company's regular procedures in effect from time to time and
in form suitable to establish the validity of such expenses for tax purposes,
all ordinary, reasonable and necessary travel, entertainment and other business
expenses as shall be incurred by him in the performance of his duties hereunder.
During the Term of this Agreement, the Executive shall be entitled to twenty
(20) days vacation annually with pay.
9. Benefits. During the Term, the Executive shall be eligible to
participate in any pension or profit-sharing plan or program of the Company now
existing or hereafter established, on terms no less favorable than those made
available to other senior executives of the Company. Upon meeting all applicable
eligibility requirements, the Executive shall be entitled to receive such other
benefits or rights as may be provided under any employment benefit plan provided
by the Company that is now or hereafter will be reflected, including
participation in life, medical, disability and dental insurance plans.
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10. Termination.
10.1 Notwithstanding the provisions of Sections 1 and 2 hereof, this
Agreement may be terminated prior to the expiration of the Term by the President
and Chief Executive Officer of the Company upon the occurrence of any of the
following events:
10.1.1 Upon the death of the Executive;
10.1.2 Upon the inability of the Executive to perform his duties in
any material respects on account of illness or other incapacity for the longer
of (i) three (3) months in any period of 12 consecutive months or (ii) any
longer period prescribed by any applicable law;
10.1.3 For Cause, which shall be defined as:
(a) the Executive is convicted of a felony criminal
offense, or of a criminal offense involving any act or acts of moral turpitude;
(b) The Executive is found guilty of any act of dishonesty,
fraud or theft from the Company, or any of the Company's subsidiaries or
affiliates;
(c) In the event of gross negligence, willful malfeasance,
or gross or willful material misconduct in the performance of his duties
hereunder; or
(d) Upon the failure or refusal by the Executive to perform
according to or to comply with the reasonable policies and directions
established by the Company after written notice of such non-compliance stating
what is required of the Executive to cure such noncompliance and a reasonable
opportunity to cure such noncompliance within ten (10) business days of delivery
of such notice.
11. Noncompetition.
11.1 The Executive shall be prohibited from disclosing to anyone
(except to the extent reasonably necessary to perform the Executive's duties
hereunder) any confidential information concerning the business or affairs of
the Company or the Company's subsidiaries or affiliates which the Executive may
have acquired in the course of and as incident to his employment or prior
dealings with the Company or the Company's subsidiaries or affiliates,
including, without limitation, client lists, business or trade secrets, or
methods or techniques used by the Company or the Company's subsidiaries or
affiliates in or about its business. The obligation in this subsection 11.1
survives the expiration or earlier termination of this Agreement.
11.2 During the Term of this Agreement and for a period of twenty
four (24) months after the expiration or earlier termination hereof, the
Executive will not:
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(a) compete with the Company for business with customers
and/or clients that are or have been clients or customers of the Company or its
subsidiaries within the four (4) months preceding the date the Executive leaves
the Company; or
(b) influence or attempt to influence any employee of the
Company or the Company's subsidiaries or affiliates to terminate his or her
employment with the Company or the Company's subsidiaries or affiliates.
The obligation in this subsection 11.2 survives the expiration or earlier
termination of this Agreement. In the event that the restrictive period provided
in this Section 11.2 is determined to be too long by any court or other body
having jurisdiction over any dispute between the parties over such issue whose
decision is binding on the parties hereto, this Section 11.2 shall be valid and
enforceable for the period determined to be so enforceable.
12. Notices. Any notice, direction or instruction required or permitted
to be given hereunder shall be given in writing and may be given by telex,
telegram, facsimile transmission or similar method if confirmed by mail as
herein provided; by mail if sent postage prepaid by registered mail, return
receipt requested; or by hand delivery to any party at the address of the party
set forth below. If notice, direction or instruction is given by telex, telegram
or facsimile transmission or similar method or by hand delivery, it shall be
deemed to have been given or made on the day on which it was given, and if
mailed, shall be deemed to have been given or made on the third business day
following the day after which it was mailed. Any party may, from time to time,
by like notice give notice of any change of address and in such event, the
address of such party shall be deemed to be changed accordingly.
(a) If to the Company:
Global Sources Limited.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10 173
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
With a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Global Sources Limited
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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and to
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
(b) If to the Executive:
▇▇▇▇▇ ▇▇▇▇▇
M&S Corporate Holdings, Inc.
▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇ ▇▇▇▇, Esq.
Mandelbaum, Salsburg, Gold, Lazris, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P. C.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
13. General.
13.1 Governing, Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws.
13.2 Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter
hereof, and supersedes all prior agreements, arrangements and understandings,
written or oral, between or among the parties, except as specifically provided
herein.
13.3 Successors and Assigns. This Agreement, and the Executive's
rights and obligations hereunder, may not be assigned by the Executive, except
that the Executive may designate one or more beneficiaries to receive any
amounts that would otherwise be payable hereunder to the Executive's estate.
This Agreement shall be binding on any successor to the Company whether by
merger, consolidation, acquisition of all or substantially all of the Company's
assets or business or otherwise, as fully as if such successor were a signatory
hereto; and the Company shall cause such successor to, and such successor shall,
expressly assume the Company's obligations hereunder.
13.4 Amendments; Waivers. This Agreement cannot be changed, modified
or amended, and no provision or requirement hereof may be waived, without
consent in writing of the parties hereto. However, in the event that the Company
issues an Employee Manual which
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amends or modifies any policy specifically identified and incorporated into this
Agreement, such policy automatically shall be deemed included as part of this
Agreement without further consideration other than the continued performance of
this Agreement's material terms by the Company.
13.5 Ability to Fulfill Obligations. Neither the Company nor the
Executive is a party to or bound by any agreement which would be violated by the
terms of this Agreement.
13.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original. It shall not be
necessary when making proof of this Agreement to account for more than one
counterpart.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
GLOBAL SOURCES LIMITED.
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
EXECUTIVE:
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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EXHIBIT A
Early Termination of Stock Options
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1. Should Optionee cease service for any reason other than
death or permanent disability while the option remains outstanding, then
Optionee will have a three (3) month period measured from the date of such
cessation of Service in which to exercise the option for any or all of the
option shares for which the option is exercisable at the time of such cessation
of Service. In no event, however, may the option be exercised at any time after
the specified expiration date of the option term. Upon the expiration of such
three (3) month period or (if earlier) upon the specified expiration date of the
option term, the option will terminate and cease to be outstanding.
2. Should Optionee die while in service or within the three
(3) month period following his or her cessation of service, then the personal
representative of Optionee's estate or the person or persons to whom the option
is transferred pursuant to Optionee's will or in accordance with the laws of
descent and distribution will have the right to exercise the option for any or
all of the option shares for which the option is exercisable at the time of
Optionee's cessation of service, less any option shares subsequently purchased
by Optionee prior to death. Such right will lapse, and the option will terminate
and cease to remain outstanding, upon the earlier of (i) the expiration of the
twelve (12) month period measured from the date of Optionee's death or (ii) the
expiration date.
3. Should (i) Optionee's service be terminated for misconduct
(including, but not limited to, any act of dishonesty, willful misconduct, fraud
or embezzlement) or (ii) Optionee make any unauthorized use or disclosure of
confidential information or trade secrets of the Company or any parent or
subsidiary, then in any such event the option will terminate immediately and
cease to be outstanding.
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