Exhibit 10.07(e)
THE HUNTER GROUP, INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective this 1st day of July, 1995, by and
between The Hunter Group, Inc. ("HUNTER"), a Maryland corporation with
offices throughout the United States; and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("EMPLOYEE"), a
resident of the State of California.
WHEREAS, HUNTER is engaged in consulting and systems development,
research, design, formulation, manufacture, marketing, distribution,
licensing and sale of a variety of services and products, generally relating
to Financial Accounting and Human Resources Administration, including, but
not limited to, employee benefits, equal employment, applicant and resume
tracking, succession planning, suggestion awards, compensation, pension,
stock options, employee relations, training, health and safety, payroll,
accounts payable, accounts receivable, general ledger, fixed assets, and
related software systems, and now has and expects to develop confidential
information relating thereto; and
WHEREAS, EMPLOYEE is skilled in the fields in which HUNTER is
engaged.
WHEREAS, HUNTER desires to utilize the services of EMPLOYEE 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.
NOW THEREFORE, HUNTER and EMPLOYEE hereby agree as follows:
1. Services. EMPLOYEE agrees to perform for HUNTER such duties
which are consistant 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. 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.
4. Term. EMPLOYEE may terminate his/her employment upon not less
than four (4) weeks' written notice 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) Severance Entitlement. EMPLOYEE's employment with HUNTER is at-will
and can be terminated for any reason, with or without cause, at any time. In
the event HUNTER terminates this Agreement for any reason other than
EMPLOYEE's termination for cause as defined in subsection (b), EMPLOYEE shall
be entitled to advance notice, a severance payment in lieu thereof, or a
combination of notice and severance payment solely determined by HUNTER,
according to Hunter's policies then in effect.
(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 the
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.
5. Reimbursement for Training Costs. EMPLOYEE acknowledges that
HUNTER may be incurring substantial costs for providing additional training
and professional development to EMPLOYEE during the course of his/her
employment. In the event EMPLOYEE voluntarily terminates his/her employment,
EMPLOYEE agrees to reimburse HUNTER for the costs of tuition, registration,
lodging, travel, meals, and related expenses incurred in connection with such
training and professional development during the three (3) months immediately
preceding the effective date of his/her termination. EMPLOYEE agrees that
HUNTER may deduct such costs from any salary, expense reimbursement or other
sums due to EMPLOYEE. In the event that additional sums are due and owing to
HUNTER, EMPLOYEE shall pay such amount to HUNTER on or before the effective
date of his termination, unless otherwise agreed in writing by both parties.
6. Rights to Work Product. With respect to any work product which
is conceived or produced by EMPLOYEE during the term of his/her 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 and
strategies, customer lists, customer requirements or 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 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 that is (i)
generally available to the public on the date hereof or 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.
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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
information. The failure to affix such legend shall 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 three (03) month period thereafter, 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. Convenant Not to Solicit:
(a) During the period of employment, and for a three (3) month 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,
and whether paid or unpaid, 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 twelve (12) month 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 paragraphs 10(a) and 10(b), the term "active
prospects" is 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 six (6) month period preceding
the termination of employment.
11. Duties Upoon Termination of Employment.
(a) Upon termination of his/her employment with HUNTER for any reason,
EMPLOYEE agrees to deliver to HUNTER all keys, moter vehicles, computers,
telephones, peripheral devices, software, telephone and voicemail
directories, policy and procedure manuals, books, proposals, 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.
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(b) EMPLOYEE agrees and hereby authorizes HUNTER to withhold payments of
any salary, expense reimbursement or other sums due EMPLOYEE until all such
materials have been returned in good working order.
(c) EMPLOYEE further agrees to retain in the strictest confidence any
confidential information or trade secrets he/she learned during his/her term
of association with HUNTER.
12. 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.
13. Assignment. This Agreement may not be assigned or transferred
in whole or in part without the prior written consent of the parties.
14. 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 and to prevent persons,
firms, joint ventures, partnerships, corporations, institutions, and
enterprises engaged in business and activities which are competitive with the
business 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 provisions of such
paragraphs, HUNTER shall be entitled to injunctive relief and to such other
further relief as may be necessary or appropriate to cause EMPLOYEE to comply
with his/her duties and obligations under such paragraphs.
15. Severability. In case it is determined by a court of competent
jurisdiction that any provision herein contained is unenforceable, such
determination shall solely affect such provision and shall not impair the
remaining provisions of this Agreement.
16. 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.
17. Governing law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland. All disputes
relating to or arising in connection with this agreement shall be decided by
the courts of the State of Maryland, to the exclusion of any other courts.
18. Waiver of Jury Trial. The parties waive any right either may
have to a trial by jury in any litigation between them.
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19. 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.
EMPLOYEE:
5/10/95 /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Date By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
THE HUNTER GROUP, INC.
July 19, 1995 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------ -------------------------- (Seal)
Date By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President & CEO
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Exhibit A
[Letterhead]
April 27,1995
▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ #▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
I am excited to extend our offer for you to join The Hunter Group as a Vice
President to lead our Western Region consulting practice. In addition to
being the senior executive responsible for all Western Region business
activities, you will be working with me and The Hunter Group's executive team
to plan, develop and manage THG's next stage of growth. This includes
expanding into the Asia/Pacific marketplace where we will look to you to
spearhead and guide this effort. You will be based in our San Francisco
office and will be reporting to me for international activities and to ▇▇▇
▇▇▇▇▇▇▇▇▇ for domestic, Western-Region business.
Your base salary will be $12,500.00 per month paid semi-monthly on the
twenty-second and seventh days of the month for the pay periods ending on the
15th and last day of the month, respectively. As part of Hunter's management
team, you will share in the perquisites and rewards commensurate with your
role and performance, including management bonuses and stock option/grant
programs as these become finalized. 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 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.
▇▇▇▇, 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. Don't hesitate to ask
if you have any questions or concerns; we will be pleased to discuss any of
its provisions with you.
Over the past few weeks there have been a number of discussions about the
details of our working relationship. Rather than address these here, I've
itemized them in the attached addendum.
▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
April 27, 1995
Page 2
This employment offer is extended to you until May 5, 1995, at which time it
expires if not accepted. Based on our understanding of your current
obligations, we are expecting you to start on or before June 1, 1995. Please
sign one copy of this letter indicating your expected start date and return
it to ▇▇▇▇ ▇▇▇▇▇ in our Baltimore office.
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
our mutual endeavors.
Sincerely,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇/few
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President & CEO
TLH/few
Enclosure: Employment Agreement
Benefits Information
cc: Personnel
▇▇▇ ▇▇▇▇▇▇▇▇▇
Accepted:
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date: 5/10/95
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Expected start date: 7/05/95
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Social Security #
Addendum to offer letter dated April 27, 1995
1. Vacation: standard Hunter policy for officers-3 weeks initially; 4 weeks
following 3 years service.
2. Parking: standard Hunter policy for officers-paid by company.
3. Professional Memberships: standard Hunter policy for officers-dues paid by
company; meeting expenses reimbursed.
4. Continuing Executive Development: standard Hunter policy for officers-
continuing education and personal growth is supported, although there are no
published guidelines. Related costs are paid/reimbursed by the company,
subject to prior approval.
5. Performance/Pay Review: everyone joining Hunter receives an interim
performance review. You will receive a performance/pay review at your six
month anniversary.
6. Bonuses: provided you are an active employee of the company at year end,
you will be entitled to bonus distributions commensurate with your peers.
Typically, bonuses to executives are paid in early December. Provided the
company meets revenue and profit goals, we would expect your bonus for 1995
to be approximately 30%-40% of W-2 earninigs.
7. Stock Appreciation Rights Grant: our offer to you includes a stock
appreciation rights grant valued at $125,000 on June 1, 1995.
The $125,000 grant will become vested as follows:
20% or $25,000 upon completion of 12 months service
+35% or $43,700 upon completion of 24 months service
+45% or $56,250 upon completion of 36 months service
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100% $125,000
In the event of your death or incapacitating disability, the current year's
portion of the award-eg. 1st year 20%, 2nd year 35%, 3rd year 45%-will be
immediately vested; that is, the remaining period of employment to complete
that year's vesting will be waived. Vesting beyond that year will not
continue, however.
Until such time as The Hunter Group's Stock Appreciation Rights Plan is
finalized and a market established for cashing in shares, the grant made to
you shall be at face value; that is, each 1% vested shall be worth $1,250.00
and it shall neither increase nor decrease in value.
Addendum to offer letter dated April 27, 1995
Page 2
Likewise, in the event of your death or incapaciting disability during this
interim period, Hunter will cash-in vested shares using the following
schedule:
Value up to $25,000-Payable immediately
Vaule up tp $68,000-Payable over 12 months
Value up to $125,000-Payable over 24 months
8. Safety Net: in the event Hunter should merge with or be acquired by
another entity and there be a change in ownership or capitalization structure
and your position is eliminated or otherwise changed in such a manner as to
radically alter your responsibilities, the stock option grant vesting
percentage shall immediately accelerate to 100%.