EXHIBIT 10.02
EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXXXXX
XXXXXXXX & STRUGGLES
Consultants in Executive Search
Xxxxxxx X. Xxxxxx,
Partner, Chief Financial and
Administrative Officer, Counsel September 18, 1997
Xx. Xxxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Dear Xxx:
The purpose of this letter is to amend and restate your employment
agreement with Xxxxxxxx & Struggles, Inc. upon your January 23, 1997, election
as President-CEO of the company, as follows:
1. Effective January 23, 1997, your monthly base salary will be $41,666.66
(which is $500,000.00 annually). Currently, salaries are reviewed annually
in December, so that your first annual salary review will be in December
1997.
2. You will continue to be eligible for a discretionary bonus. During your
tenure as CEO, your bonus range will be 40% to 140% of your base
compensation. You understand that all bonuses are discretionary and not
earned until declared by the Board of Directors or the Executive Committee
of the Board of Directors. Currently, all bonuses are paid in December, and
all bonuses are payable only if you are in the employ on the bonus payment
date(s).
3. You have requested that you be permitted, at your option, to have a paid
leave of absence of up to 12 months following the end of your current term
as CEO, provided that the firm is doing well and there is no pressing
business reason to postpone or shorten this leave of absence. You have also
requested that during your leave of absence you be paid $25,000.00 for
each month of your leave (i.e., $300,000.00 for the year).
If you do not return to the firm following your leave of absence, you have
agreed to immediately repay to the firm all of the $25,000.00 monthly
compensation payments that you received during your leave of absence. In
addition, if you should leave the firm (other than due to death or
disability) during the 24 month period following your leave of absence you
will, on your effective date of termination, repay to the firm an amount
equal to the total of all of the $25,000.00 monthly compensation payments
Xx. Xxxxxxx X. Xxxxxxx
September 18, 1997
Page Two
you received during your leave of absence multiplied by a fraction the
denominator of which is 24 and the numerator of which is the number of full
or fractional calendar months remaining between the effective date of your
leaving the firm and the end of the 24 month period following the end of
your leave of absence.
If you and the firm mutually agree, the payments to you during your leave of
absence may be in the form of a loan for a sum less than $25,000.00 per
month, which loan would be forgiven ratably over the 24 months following
your return to the firm, plus a "gross-up" payment for the difference
between the monthly loan amount and $25,000.00. The "gross-up" and loan
forgiveness amount will be in addition to the amount payable under Section 4
below.
This letter confirms that the company, pursuant to Executive Committee
authorization, has approved your request and that the Chief Financial and
Administrative Officer has been authorized to carry out the administrative
details of the above.
4. During your leave of absence it is the firm's expectation and desire that
you will continue to maintain your business development related activities
so that when you return to the firm to continue your executive search
practice your business contacts and relationships will have been retained.
The firm will reimburse you (upon receipt of the customary expense report)
for your reasonable business development related expenses consistent with
your past activities.
5. For the 24 month period following your return to the firm from your leave of
absence, your total compensation (base and bonus) shall be guaranteed to be
not less than $750,000.00 for the first 12 months and $500,000.00 for the
second 12 months.
6. If, during your tenure with the firm as President-CEO, the firm decides to
terminate your employment without cause, you will be given at least 12
months' notice of termination or 12 months' pay (at the rate of your then
current monthly base salary) in lieu of notice.
7. You will continue to be eligible to participate in our fringe benefit
program in accordance with the programs' terms.
8. Our fringe benefit programs, bonus programs, and policies are reviewed from
time to time by the company's management. Therefore, our programs and
policies may be modified, amended or terminated at any time.
Xx. Xxxxxxx X. Xxxxxxx
September 18, 1997
Page Three
9. You will continue to be an "employee at will," provided however that if,
during your term as CEO of our firm, your employment with the firm is
terminated by the firm for any reason other than cause, you will be paid an
amount equal to your total cash compensation for the last three full fiscal
years ending September 30 divided by three.
10. Two copies of our current agreement relating to trade secrets, confidential
information, clients, etc., are enclosed. Please review and sign both
copies and return one to me for processing.
11. This letter of agreement, which contains our understanding, can be amended
only in a writing which is signed by you and the Chief Administrative
Officer of the company.
To acknowledge your approval, please sign and return to me one copy of this
letter together with the agreement referred to in Item 10 above.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
ACCEPTED:
/s/ Xxxxxxx X. Xxxxxxx 9/18/97
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Xxxxxxx X. Xxxxxxx Date
XXXXXXXX & STRUGGLES
Consultants in Executive Search
September 18, 1997
Xx. Xxxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Dear Xxx:
In your capacity as an employee of Xxxxxxxx & Struggles, Inc. (H&S) you
may have reason to be in possession of H&S confidential information and
property. In order to protect such information and property we ask you to
acknowledge and agree to the following as condition for initial and continuing
employment as an H&S employee:
CONFIDENTIAL INFORMATION
------------------------
Over many years Xxxxxxxx & Struggles, Inc. ("H&S") and H&S employees in the
ordinary course of their employment with and on behalf of H&S have (and
continue to), at considerable expense, developed and created procedures,
manuals, computer programs and printouts, systems, lists, and data which
constitute trade secrets/confidential information which are valuable property
rights of H&S ("confidential information").
Confidential information shall mean information which is not generally known to
the public which is used in our business including, but not limited to, products
or services; fees, costs and pricing structure; designs; analyses; drawings;
photographs; reports; computer software, including operating systems,
applications, and program listings, flow charts, manuals and documentation; data
bases; accounting and business methods; inventions and new developments and
methods whether or not reduced to practice; H&S clients and their confidential
information; client lists; all copyrightable works; and all similar and related
information in whatever form. Confidential information shall not include any
information which has been published in a form generally available to the public
prior to the date upon which the Employee proposes to disclose such information.
You, as an H&S employee, may become privy to some of our confidential
information.
1. You agree that you will not, during or after the term of your
employment, in whole or in part, make personal use of, or disclose
to any person, firm, corporation, association, or other entity, for
any reason whatsoever, any H&S confidential information or property
rights, whether now existing or hereafter developed.
Xx. Xxxxxxx X. Xxxxxxx
September 18, 1997
Page Two
2. If, for any reason, your employment with H&S terminates, you agree
to (a) cooperate with H&S so that all clients of H&S and
particularly clients for whom you have rendered services, may be
retained by H&S; and (b) promptly return and deliver to H&S all of
the papers, records, film, documents, property, computer drives and
discs, materials, etc. (and all copies, notes, and memoranda
thereof), which you may have relating, in any way, to the business
or clients of H&S, all of which is and shall be the exclusive
property of H&S.
COMPANY PROPERTY
----------------
In your capacity as an employee of Xxxxxxxx & Struggles, Inc. (H&S) you may have
reason to be in possession of H&S property. Examples of such items are personal
computers, office supplies, software packages, personally created databases with
H&S client information/people/business, related data, etc. in consideration of
giving you possession and use of this property, we ask that you acknowledge and
agree to the following:
1. All property supplied by H&S to you or created by you with H&S
property (including, but not limited to, personal computers,
printers, personally created databases, and software packages and
all copies thereof) is H&S property and will remain H&S property
unless and until otherwise mutually agreed upon in writing by H&S
and you.
2. If, for any reason, your employment with H&S terminates or H&S
requests the return of H&S property, you agree to promptly return
and deliver to H&S all H&S property.
Upon your signing, this letter shall become a binding agreement
construed and enforced in accordance with the laws of the State of Illinois.
XXXXXXXX & STRUGGLES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Xx. Xxxxxxx X. Xxxxxxx
September 18, 1997
Page Three
I have read and understand the above
and agree to be bound by this letter
agreement.
/s/ Xxxxxxx X. Xxxxxxx 9/18/97
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Xxxxxxx X. Xxxxxxx Date
