Exhibit 10.29
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("AGREEMENT") IS ENTERED INTO AS OF THIS FIRST
day of July, 1998 by and between On-Site Sourcing, Inc. with address of 0000
X. 00xx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("OSS" or the
"Company") and Xxxx Xxxxxxxxxxx (Xx. Xxxxxxxxxxx) with home address at 0000
Xxxx Xxxxxx, XxXxxx, XX 00000.
WHEREAS, OSS desires to employ the services of Xx. Xxxxxxxxxxx utilizing
Xx. Xxxxxxxxxxx'x 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 Xx.
Xxxxxxxxxxx desires to be employed full time by the Company; and
WHEREAS, OSS and Xx. Xxxxxxxxxxx desire to enter into an Agreement
reflecting the terms under which Xx. Xxxxxxxxxxx will be employed by the
Company.
NOW, THEREFORE, in consideration of the promises and mutual covenants
set forth herein, the parties hereto agree as follows:
1. TERM. This Agreement will remain in effect for a period of one year
and will be reviewed annually by the Board of Directors before the terms are
renewed for another year.
2. NATURE OF EMPLOYMENT. Xx. Xxxxxxxxxxx shall be employed as the
Arlington, VA Sales Manager of the Company with full power and authority as
determined by the Board of Directors of OSS (the "Board"). Xx. Xxxxxxxxxxx
agrees to perform diligently and faithfully such duties and serve in the
above capacity or in such capacities as the Board of Directors of the Company
shall determine from time to time.
Xx. Xxxxxxxxxxx'x duties include but are not limited to the following:
(a) Managing the Arlington, Va sales staff,
(b) Sales and Marketing of the Company's services;
(c) Assisting the Company in the development of all phases of the
Company's business.
3. COMPENSATION FOR SERVICES. As consideration to Xx. Xxxxxxxxxxx for
services rendered under this Agreement, OSS shall compensate Xx. Xxxxxxxxxxx
as follows:
(a) BASE SALARY. Xx. Xxxxxxxxxxx shall receive a base salary of $220,000
annually, payable monthly. Effective January 1, 2000, this base salary will
be increased to $242,000 annually.
(b) BENEFITS. The Employee shall be entitled to three weeks (15) 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
1
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 four weeks paid annual leave each year after the fifth
anniversary which is to be considered March 1, 2000. No more than one week
shall be taken consecutively without the prior written approval by the
Company.
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.
(d) REIMBURSEMENT FOR BUSINESS EXPENSES. OSS shall reimburse Xx.
Xxxxxxxxxxx within fifteen (15) days of receipt by OSS of proper
documentation of OSS business expenses incurred by Xx. Xxxxxxxxxxx in
accordance with Company policy. These expenses shall include parking
expenses, travel and entertainment, mileage and cellular phone expenses in
accordance with Company policy.
(4) RESPONSIBILITIES OF XX. XXXXXXXXXXX. The responsibilities of Xx.
Xxxxxxxxxxx under this Agreement are as follows:
(a) Xx. Xxxxxxxxxxx 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 him by the Board and listed in Paragraph 2 of this Agreement.
(b) During the term of this Agreement, Xx. Xxxxxxxxxxx shall not sell,
market, engage in, assist or manage reprographic, facilities management,
imaging or technology services except on behalf of OSS. Xx. Xxxxxxxxxxx
agrees to disclose in writing to the Board any non-Company business
activities for which Xx. Xxxxxxxxxxx receives income. If the board deems such
activities to be excessive and to conflict with Xx. Xxxxxxxxxxx'x full time
commitment, the Company shall notify Xx. Xxxxxxxxxxx in writing to limit
those activities to periods in which no time conflict occurs.
(c) Xx. Xxxxxxxxxxx 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.
5. RESTRICTIVE COVENANTS.
a. COVENANT NOT TO COMPETE. Employee acknowledges as a sales manager,
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 managing the Company which has reprographic,
imaging, facilities management and technology facilities in the territories
within a twenty-five (25) mile radius of the Company's offices located in
Arlington, VA at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, XX 00000, Baltimore, MD
at 00 Xxxxx Xxxxxx Xxxxxxxxx, XX, Xxx Xxxx, XX at 000 Xxxx Xxxxxx Xxxxx, Xxx
Xxxx, XX 00000, Atlanta, GA at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx and
Philadelphia, PA at 0000 XXX Xxxxxxxxx, Xxxxxxxxxxxx, XX 00000. Employee
agrees
2
that, during the term of his employment and for a period of one (1) year
after the termination of his employment with 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 managing reprographic,
imaging, facilities management and technology accounts for any other business
engaged in the provision of reprographic, imaging and/or facilities
management, and technology services within the territory comprised by a
twenty-five (25) mile radius of the Company's offices located in Arlington,
VA at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, XX 00000, Baltimore, MD at 00 Xxxxx
Xxxxxx Xxxxxxxxx, XX, Xxx Xxxx, XX at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, XX
00000, Atlanta, GA at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx and
Philadelphia, PA at 0000 XXX Xxxxxxxxx, Xxxxxxxxxxxx, XX 00000.
(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 that 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 reprographic, imaging and/ or facilities
management, and technology services within the territory comprised by a
twenty-five (25) mile radius of the Company's offices located in Arlington,
VA at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, XX 00000, Baltimore, MD at 00 Xxxxx
Xxxxxx Xxxxxxxxx, XX, Xxx Xxxx, XX at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, XX
00000, Atlanta, GA at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx and
Philadelphia, PA at 0000 XXX Xxxxxxxxx, Xxxxxxxxxxxx, XX 00000.
(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 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 that 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 his Agreement for the purpose of providing information system
services to those clients and customers within the territory comprised by a
twenty-five (25) mile radius of the Company's offices located in Arlington,
VA at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, XX 00000, Baltimore, MD at 00 Xxxxx
Xxxxxx Xxxxxxxxx, XX, Xxx Xxxx, XX at 000 Xxxx Xxxxxx xxxxx, Xxx Xxxx, XX
00000, Atlanta, GA at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx and
Philadelphia, PA at 0000 XXX Xxxxxxxxx, Xxxxxxxxxxxx, XX 00000.
(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 nontechnical data, formulae, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data,
financial plans, product plans or lists of actual or potential 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 the performance of
his duties of employment
3
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) Employment 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
Xxxxx Xxxxxx 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 his 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 Board of Directors may terminate the
employment of Xx. Xxxxxxxxxxx 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 by the Board of Directors
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
Board of Directors 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:
4
(i) Xx. Xxxxxxxxxxx shall receive an amount equal to two weeks
base salary plus the value of his other employment benefits accrued at the
time of termination that Xx. Xxxxxxxxxxx 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 Xx. Xxxxxxxxxxx which
prevents his from performing his duties for a period of not less than three
(3) months as determined by an 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 six 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;
(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
5
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 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 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.
6
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by a duly authorized officer, and Xx. Xxxxxxxxxxx has signed this Agreement
as of the date and year written above.
The Company:
On-Site Sourcing, Inc.
0000 X 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
BY: /s/Xxxxxxxxxxx Xxxxxx
------------------------------
Xxxxxxxxxxx Xxxxxx
Chairman
Sworn to and subscribed
before me this 19th day
--
of August, 1998.
------
/s/Xxxxxxxxx Xxxxxxxxx
----------------------
Notary Public
My Commission Expires:
6/30/2001
-----------------------
Employee: /s/ Xxxx Xxxxxxxxxxx
-------------------------------
Xxxx Xxxxxxxxxxx
Address: 0000 Xxxx Xxxxxx
XxXxxx, XX 00000
Sworn to and subscribed
before me this 19th day
--
of August, 1997.
------
/s/Xxxxxxxxx Xxxxxxxxx
----------------------
Notary Public
My Commission Expires:
6/30/2001
----------------------
7
