Exhibit 10.16
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of this __
day of September, 2001 by and between On-Site Sourcing, Inc. with address of
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("OSS" or the
"Company") and ▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇" or the "Employee") with home address
at.
WHEREAS, OSS is presently in the business of providing scanning,
coding, electronic discovery, facilities management, and digital printing
services;
WHEREAS, OSS desires to employ the services of ▇▇. ▇▇▇▇▇▇ utilizing his
knowledge and expertise as a full-time employee without the distraction of
employment related uncertainties and considers such employment in the best
interests of the Company and its shareholders, and ▇▇. ▇▇▇▇▇▇ desires to be
employed full time by the Company; and;
WHEREAS, OSS and ▇▇. ▇▇▇▇▇▇ desire to enter into an Agreement
reflecting the terms under which ▇▇. ▇▇▇▇▇▇ will be employed by the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, and other good and valuable consideration, the adequacy of
which the parties hereby acknowledge, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. TERM. This Agreement will remain in effect for a period of three
years and will be renewed automatically for succeeding periods of one year
unless sooner terminated as provided in sections 7 and 8 below.
2. NATURE OF EMPLOYMENT. ▇▇. ▇▇▇▇▇▇ shall be employed as Vice President
of Operations of the Company. ▇▇. ▇▇▇▇▇▇'▇ duties include but are not limited to
the operational management of the imaging, legal copy, digital printing and
facilities management divisions of the Company. ▇▇. ▇▇▇▇▇▇ agrees to diligently
and faithfully perform such duties and serve in the above capacity or in such
capacities as the Company shall determine from time to time.
3. COMPENSATION FOR SERVICES. As consideration to ▇▇. ▇▇▇▇▇▇ for
services rendered under this Agreement, OSS shall compensate ▇▇. ▇▇▇▇▇▇ as
follows:
(a) BASE SALARY. ▇▇. ▇▇▇▇▇▇ shall receive a base salary of $230,000 per
year, payable monthly. ▇▇. ▇▇▇▇▇▇'▇ annual base salary shall decrease by
3,333.33 per month for his first six months with the Company. ▇▇. ▇▇▇▇▇▇'▇ base
salary will remain at $190,000 per year, payable monthly beginning April 1,
2002.
(b) BENEFITS. The Employee shall be entitled to four weeks (20 days)
paid Annual Leave per year for each of the first five (5) years of employment
beginning at commencement of employment. No annual leave accrues nor may be
taken during the 90 day Introductory Period. Annual Leave shall accrue during
each year but may not be carried over and accumulated in subsequent calendar
years and no additional wages or salary will be paid to the Employee in lieu of
Annual Leave unless approval in writing is granted by management. Any annual
leave taken but not yet earned at the time of termination/resignation of
employment will be deducted from the Employee's final paycheck. The Employee
shall be entitled to five weeks paid annual leave each year after the fifth
anniversary which is to be considered OCTOBER 1, 2006. No more than one week
shall be taken consecutively without the prior written approval by the Company.
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Annual Leave may be used for the purpose of vacations, visiting medical
professionals, recovering from illness or other personal reasons. In the
event that the Employee is required to take a disability leave of absence,
any accrued annual leave will be taken at the time the leave commences.
Annual Leave will not accrue in the event that a disability leave of absence
or a personal leave of absence is taken. Annual Leave does not apply if leave
is needed as a result of self-inflicted injury, illegal substance abuse or
alcohol abuse, or illness or injury incurred while in the act of committing a
felony. In the event of an illness or injury which is covered by workers'
compensation insurance, the annual leave policy will not apply.
(c) REIMBURSEMENT. ▇▇. ▇▇▇▇▇▇ shall be reimbursed within fifteen
(15) days for all properly documented OSS business expenses
incurred by the Employee in accordance with Company policy.
These expenses shall include parking expenses, travel and
entertainment, mileage and cellular phone expenses to the
extent these expenses are incurred in accordance with Company
policy. To the extent permitted by applicable law, OSS, shall
treat these expenses as senior in the right of payment to any
other obligation of OSS.
(d) BONUS. Employee shall be eligible to be paid a bonus upon the
following terms and conditions:
(i) The Company and ▇▇. ▇▇▇▇▇▇ will work jointly on a
incentive compensation plan. This plan will be
submitted to the Board of Directors by October 31,
2001. This compensation plan will go into effect
January 1, 2002 and be attached to this agreement.
4. RESPONSIBILITY OF EMPLOYEE. The responsibilities of ▇▇. ▇▇▇▇▇▇ under
this Agreement are as follows:
a. ▇▇. ▇▇▇▇▇▇ agrees to serve OSS for the term of employment
specified in Section 1 above. ▇▇. ▇▇▇▇▇▇ agrees to (i) devote his full business
time to the business and affairs of OSS, (ii) use his best efforts to promote
the interests of OSS, and (iii) perform faithfully and efficiently the
responsibilities assigned to his by the Board and listed in Section 2 above.
b. During the term of this Agreement, ▇▇. ▇▇▇▇▇▇ shall not
perform services for any person or entity that competes directly or indirectly
with the Company. ▇▇. ▇▇▇▇▇▇ agrees to disclose in writing to the Board any
non-Company activities for which ▇▇. ▇▇▇▇▇▇ receives compensation for services
rendered. If the Board deems such activities to be excessive and to conflict
with ▇▇. ▇▇▇▇▇▇' full time commitment, then the Company shall notify ▇▇. ▇▇▇▇▇▇
in writing to limit those activities to periods in which no time conflict
occurs.
c. ▇▇. ▇▇▇▇▇▇ agrees to abide by General Company Policies as
the same are duly adopted by the Board from time to time, so long as such
Policies do not conflict with the terms and conditions of this Agreement.
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5. RESTRICTIVE COVENANTS.
a. COVENANT NOT TO COMPETE. Employee acknowledges that as Vice
President of Operations, Employee shall be engaged, without limitation, in
managing the Company and other duties set forth in paragraph 2 herein in which
capacity, employee performs specialized tasks and has access to the Company's
trade secrets, intellectual property and customer lists. Employee also
acknowledges that the Company is currently engaged in providing scanning,
coding, electronic discovery, facilities management, and digital printing
services in the territories within a twenty-five (25) mile radius of the
Company's offices located in Arlington, VA at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
Atlanta, GA at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Philadelphia, PA
at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Employee agrees that, during
the term of his employment and for a period of one (1) year after the
termination of his employment with the Company, whether such termination is
voluntary or involuntary, with or without cause, he shall not either directly or
indirectly, for himself or through, on behalf of, or in conjunction with any
other person or legal entity, perform the services of managing operations for
any Company selling and/or providing scanning, coding, electronic discovery,
facilities management, and digital printing services within the territory
comprised by a twenty-five (25) mile radius of the Company's offices located in
Arlington, VA at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Atlanta, GA at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Philadelphia, PA at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or any future On-Site location.
b. NON-INTERFERENCE WITH EMPLOYEES. During the term of
Employee's employment and for a period of one (1) year after the termination of
his employment with the Company, whether such termination is voluntary or
involuntary, with or without cause, Employee will not directly or indirectly, on
his own behalf or on behalf of or in conjunction with any person or entity other
than the Company, recruit, solicit, or induce or attempt to recruit, solicit or
induce any employee of the Company to become employed by or to be engaged in a
business which provides providing scanning, coding, electronic discovery,
facilities management, and digital printing services within the territory
comprised by a twenty-five (25) mile radius of the Company's offices located in
Arlington, VA at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Atlanta, GA at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Philadelphia, PA at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or any future On-Site location.
c. NON-SOLICITATION COVENANT. Employee agrees that during the
term of his employment and for a period of one (1) year after the termination of
his employment by the Company, whether such termination is voluntary or
involuntary, with or without cause, Employee will not directly or indirectly, on
his own behalf or on behalf of or in conjunction with any person or legal entity
other than the Company, actively solicit the business or patronage of any of the
clients, customers or accounts of the Company served by Employee during the term
of this Agreement for the purpose of providing scanning, coding, electronic
discovery, facilities management, and digital printing services to those clients
and customers within the territory comprised by a twenty-five (25) mile radius
of the Company's Atlanta office located in Arlington, VA at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, Atlanta, GA at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and
Philadelphia, PA at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or any future
On-Site location.
(i) "Trade Secrets" shall be defined as information,
without regard to form, belonging to the Company or licensed by it including,
but not limited to, technical or non technical data, formulae, patterns,
compilations, programs, devices, methods, techniques, drawings, processes,
financial data, financial plans, product plans, or lists of actual or potential
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customers or suppliers which is not commonly known by or available to the public
and which information: (a) derive economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means
by, other persons or entities who can obtain economic value from their
disclosure or use; and (b) are the subject of efforts that are reasonable under
the circumstances to maintain their secrecy.
(ii) "Confidential Information" shall be defined as
any information belonging to the Company or licensed by it other than Trade
Secrets which is material to the Company and not generally known by the public.
(iii) Employee will treat as confidential and will
not, without the prior written approval of the Company, use (other than in
the performance of his duties of employment with the Company), publish,
disclose, copyright or authorize anyone else to use, publish, disclose or
copyright, either during the term of Employee's employment or subsequent
thereto, any information which constitutes Trade Secrets of the Company
whether or not the Trade Secrets are in written or tangible form.
(iv) Employee will treat as confidential and will
not, without the prior written approval of the Company, use (other than in the
performance of his duties of employment with the Company), publish, disclose,
copyright or authorize anyone else to use, publish, disclose or copyright, any
Confidential Information either during the term of his employment or for two (2)
years after termination of employment, whether voluntary or involuntary, with or
without cause, and whether or not the Confidential Information is in written or
other tangible form.
(v) All records, notes, files, drawings, documents,
plans and like items, and all copies thereof, relating to or containing or
disclosing Confidential Information or Trade Secrets of the Company which are
made or kept by Employee or which are disclosed to or come into the possession
of Employee, shall be and remain the sole and exclusive property of the Company.
Upon termination of employment, Employee agrees to deliver immediately to
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or his designee, the originals and all copies of any of the
foregoing.
6. REMEDIES. In the event of Employee's actual or threatened breach of
the provisions of Paragraph 5, the Company, in addition to all other rights,
shall be entitled to an injunction restraining Employee therefrom. Nothing
herein shall be construed as prohibiting the Company from pursuing any other
available remedy for such breach or threatened breach, including the recovery of
damages from Employee. This provision shall remain in full force and effect in
the event Employee should claim that the Company violated any of the terms of
this Agreement. In such event, Employee agrees to pursue such claim against the
Company independently of his covenants set forth in such Paragraphs.
7. TERMINATION BY THE COMPANY. The Company may terminate the
employment of ▇▇. ▇▇▇▇▇▇ at any time with or without cause, and in such event
the following shall apply. "Cause" for termination shall be defined as gross
neglect by the Employee of his duties hereunder, willful failure by the Employee
to perform his duties hereunder, conviction of the Employee of a felony
committed during the term of this Agreement, or any lesser crime or offense
involving the property of the Company or any of its subsidiaries or affiliates,
gross malfeasance by the Employee in connection with the performance of his
duties hereunder, willful engagement in conduct by the Employee which he has
reason to know is materially injurious to the Company or willful refusal without
proper legal cause by the Employee to perform his duties and responsibilities.
a. In the event of termination for cause, as defined above, by
OSS, all salary and other benefits paid or provided to the Employee hereunder
shall cease as of the date of termination, and the Company shall have no further
obligations to the Employee. Upon a finding
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by the Company that the Employee has willfully failed or refused to observe or
perform his duties or grossly neglected his duties as specifically set forth in
Section 2 and 4 hereof, OSS may terminate this agreement for cause provided that
the Company has first notified the Employee on two separate occasions of such
failure and has given the Employee at least thirty (30) days after each such
occasion to remedy such breach of duty.
b. In the event of termination by OSS without cause, the
Company agrees to provide the Employee with the following:
(i) ▇▇. ▇▇▇▇▇▇ shall receive an amount equal to three
months base salary plus the value of his other employment benefits accrued at
the time of termination that ▇▇. ▇▇▇▇▇▇ would have received under this Agreement
but for such termination. All commission compensation for accounts closed by the
Employee that remain unpaid at the time of termination will be paid to the
Employee if such accounts receivable are paid to OSS within thirty days of the
date of termination. No commissions shall be paid to the Employee on accounts
that remain unpaid thirty days after such termination. Such amount shall be
payable to Employee in one installment two weeks following termination with any
additional commissions to be paid forty five days after the termination.
(ii) "Termination without cause" shall be defined as:
termination for any reason other than "cause" (as defined previously in Section
7), continuous disability or incapacity of ▇▇. ▇▇▇▇▇▇ which prevents his from
performing his duties for a period of not less than three (3) months as
determined by any independent, licensed medical doctor, or death.
8. TERMINATION BY EMPLOYEE. Employee may terminate his employment
under this Agreement at any time upon thirty (30) days notice to the Company. In
such event, Employee, if requested by the Company, shall continue to render his
services and shall be paid his regular salary and receive his normal benefits up
to the date of termination.
9. CHANGE IN CONTROL. In the event that a change in control, as
defined in Section 9(c) occurs, the following provisions shall become effective
and shall control over any other provisions of this Agreement:
(a) All options granted to Employee shall terminate as of a date to be
fixed by the Board of Directors; provided, however, that not less than 30-days'
written notice of the date so fixed shall be given to Employee, who shall have
the right, during the period 30 days preceding such termination, to exercise the
Options as to all or any part of the shares of Common Stock covered thereby,
including shares as to which such Options have not as yet vested.
(b) In the event that Employee is terminated by the Company or the
successor or surviving corporation, with or without cause, within forty-five
days after a change in control, employee shall receive twelve months pay
("Termination Payment") at the higher of the rate in effect at (i) the time of
the change in control or (ii) sixty days prior to the change in control. Such
Termination Payment shall be made within thirty days of the Termination.
(c) A "change in control" with respect to the Company shall be deemed
to have occurred if:
(i) substantially all of the assets of the Company are sold,
other than any such transaction following which the stockholders of the Company
prior to the transaction retain at least a majority of the voting equity
securities of the surviving or successor corporation;
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(ii) the Company is merged or consolidated with, or becomes a
subsidiary of, another corporation, other than any such transaction following
which the stockholders of the Company prior to the transaction retain at least a
majority of the voting equity securities of the surviving or successor
corporation;
(iii) any "person" or "group" of persons (as such terms are
used in Section 13(d) of the Securities Exchange Act of 1934, as amended), other
than the Company or a subsidiary of the Company, and other than persons holding
greater than 10% of the outstanding voting securities as disclosed in the
Company's Prospectus dated July 9, 1996 and as updated by successive 13D
filings, becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, of securities of the Company representing 50% or
more of the combined voting power of the Company's then outstanding securities,
or
(iv) the resignation or removal of a majority of the Board of
Directors.
10. NOTICES. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery,
including by facsimile, or by recognized courier (such as Federal Express), or
three (3) business days after deposit in the United States Mail, by registered
or certified mail, addressed to a party at its address shown below or at such
other address or facsimile number as such party may designate in writing to the
other party pursuant to this section.
11. NO WAIVER BY COMPANY. The waiver by the Company of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
waiver of any subsequent breach by Employee. No waiver shall be valid unless in
writing and signed by an authorized officer of the Company.
12. EFFECT ON SUCCESSORS IN INTEREST. This Agreement shall inure to
the benefit of and be binding upon heirs, administrators, executors and
successors of each of the parties hereto.
13. ASSIGNMENT. OSS shall have the right to assign this Agreement
and to delegate all of its rights, duties and obligations hereunder, whether
in whole or in part to any parent, affiliate, successor, or subsidiary
organization or company of OSS or corporation with which OSS may merge or
consolidate or which acquires by purchase or otherwise all or substantially
all of OSS assets, but such assignment shall not release OSS from its
obligations under this Agreement. The Employee shall have no right to assign
this Agreement.
14. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Virginia. In the event of any
dispute under this Agreement, it shall be resolved through binding arbitration
in accordance with the rules of the American Arbitration Association.
15. SEVERABILITY. The provisions of this Agreement are severable, and
in the event that any provision of this Agreement shall be determined to be
invalid or unenforceable under any controlling body of law by an arbitrator or
court of competent jurisdiction, such invalidity or unenforceability shall not
in any way affect the validity or enforceability of the remaining provisions
hereof.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding between the parties with respect to the subject matter hereof,
superseding all negotiations, prior discussions and preliminary agreements. This
Agreement may not be amended except in writing
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executed by the parties hereto. The Company's execution must be by a duly
authorized officer or Board member of the Company.
EMPLOYEE STATES THAT HE HAS CAREFULLY READ THE WITHIN AND FOREGOING
"EMPLOYMENT AGREEMENT" AND KNOWS AND UNDERSTANDS THE CONTENTS THEREOF AND THAT
he IS EXECUTING THE SAME AS HIS OWN FREE ACT AND DEED.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by duly authorized officer, and ▇▇. ▇▇▇▇▇▇ has signed this Agreement as of the
date and year written above.
The Company:
On-Site Sourcing, Inc.
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BY: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 9/25/01
______________________________
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
CEO and President
Sworn to and subscribed
before me this ______ day
of ________________, 2001.
______________________________
Notary Public
My Commission Expires:
______________________________
Employee:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
▇▇▇▇▇ ▇▇▇▇▇▇
Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
Ches. Va. 23322
Sworn to and subscribed
before me this ______ day
of ________________ , 200l.
_____________________________
Notary Public
My Commission Expires:
_____________________________
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