Exhibit 10.7
EMPLOYMENT AGREEMENT
AGREEMENT made by and between The A Consulting Team, Inc. ("Employer") with a
principal place of business at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx XX 00000, and the
employee ("Employee") named in Attachment A attached hereto and expressly made a
part hereof. In the event that any part of this Employment Agreement and any
part of Attachment A hereto shall be in conflict, then the term(s) of the
Attachment A shall prevail.
Employer desires to employ Employee and Employee desires to be employed by
Employer in connection with certain aspects of Employees business under certain
terms and conditions.
In connection with such employment, Employee may be given access to, generate,
or otherwise come into contact with certain proprietary, confidential
information of Employer or clients of Employer.
Since Employer is a publicly traded company, and for other reasons, in the
interests of preserving the assets of Employer, Employer desires and Employee
agrees to prevent the dissemination or misuse of such information.
In consideration of Employee's continued employment, and in consideration of the
mutual promises set forth in this Agreement, the parties hereto mutually agree
as follows:
INTRODUCTORY PERIOD
All new and rehired employees of Employer work on an introductory basis for
their first 90 calendar days after their date of hire. The introductory period
is intended to give new employees the opportunity to demonstrate their ability
to achieve a satisfactory level of performance and to determine whether the new
position meets with expectations. Employer uses this period to evaluate employee
capabilities, work habits, and overall performance. Either Employee or Employer
may end the employment relationship at will at any time during or after the
introductory period, with or without cause.
TERMS OF EMPLOYMENT
This Agreement is an "at-will" employment agreement. Accordingly, either
Employer or Employee can terminate the relationship at will, with or without
cause, at any time, so long as there is no violation of applicable federal,
state or local law. Employer hereby employs or continues to employ Employee and
Employee hereby accepts employment, upon the terms and conditions contained
herein and at a compensation and under such additional terms and conditions as
may be set forth in Attachment A, which is expressly made a part hereof.
Employee also expressly agrees to be bound by Employer's standards of
performance as required from time to time. This Agreement shall commence on the
start date indicated in Attachment A and shall remain in effect for an
indefinite time until terminated by either party by giving the other party
notice of termination at least ten (10) working days in advance. At Employer's
sole option, instead of such notice, Employer may pay Employee the Employee's
then current base salary equivalent for ten (10) days. However, if termination
by Employer is for cause, Employer shall have the right to terminate this
Agreement immediately without prior notice, and Employee will be paid only up to
the last day worked. While employed by Employer, Employee shall devote
Employee's full working time to Employer's affairs and shall faithfully and
diligently serve Employer's interests.
REIMBURSEMENT OF EXPENSES
Employer shall reimburse Employee for "out of pocket" expenses in accordance
with Employer policies and procedures in effect from time to time. All "out of
pocket" expenses must be pre-approved by Employer, and must be evidenced by
receipts or similar documentation.
CONFIDENTIALITY
Employee recognizes, acknowledges and agrees that the computer systems,
including specifications, programs and documentation, the methods and data which
Employer owns, plans or develops, whether for its own use or for use by its
clients, developments, designs, inventions and improvements, trade secrets and
works of authorship are confidential and the property of Employer. Employee also
recognizes that Employer's customer lists, consultant lists, supplier lists,
proposals, job openings, projects and, procedures, and other information and
property are confidential and are the property of Employer. Employee further
recognizes, acknowledges and agrees that in order to enable Employer and
Employee to perform services for its clients, those clients shall furnish to
Employer or Employee confidential information concerning client business
affairs, property, methods of operation or other data; that the goodwill
afforded to Employer depends upon, among other things, Employer and all of its
employees keeping such services and information confidential. All of the
aforementioned material and information including that relating to Employer's
systems and information and Employer's clients and their systems and
information, will be referred to below as "Proprietary Information".
NON-DISCLOSURE
Employee agrees that, except as directed by Employer, in the ordinary course of
Employee's business, Employee will not at any time, whether during or after
Employee's employment with Employer, disclose to any person or for any use,
directly or indirectly, for Employee's own benefit or the benefit of others, any
Proprietary Information, or permit any person to examine or make copies of any
documents which may contain or is derived from Proprietary Information, whether
prepared by Employee or otherwise coming into Employee's possession or control.
If it appears that Employee has disclosed (or threatened or threatens to
disclose) Proprietary Information in violation of this Agreement, Employer shall
be entitled to an injunction to restrain Employee from disclosing, in whole or
in part, such Proprietary Information, or from providing any services to any
party to whom such Proprietary Information has been or may be disclosed.
Employer shall not be prohibited by this provision from pursuing any and all
remedies, including but not limited to a claim for losses and damages.
POSSESSION
Employee agrees that upon request by Employer, and in any event upon termination
of Employee's employment, Employee shall turn over to Employer all documents,
papers. equipment or other material in Employees possession or under Employee's
control which may contain or be derived from Proprietary Information, together
with all documents, notes or Employee's work products which are connected with
or derived from Employee's services to Employer and all copies of software
obtained from Employer shall be either returned to Employer or, as appropriate,
permanently deleted. Upon termination of Employee's employment with Employer,
Employee agrees to pay in full any amount owed to Employer, including but not
limited to moneys loaned by Employer to Employee. In addition, all computer
hardware and software, electronic devices or other property and equipment loaned
to Employee by Employer or by a client must be returned immediately.
OWNERSHIP
Employee hereby agrees to assign to Employer or client, as required, Employee's
entire right, title and interest in any developments, designs, patents,
inventions, anti-improvements trade secrets, trademarks, copyrightable matter or
proprietary information which Employee has made or conceived, or may make or
conceive, either solely or jointly with others, while providing services to
Employer or client, or with the use of the time, material or facilities of
Employer or client or relating to any actual or anticipated business, research,
development, product, service or activity of Employer or client known to
Employee while employed at Employer, or suggested by or resulting from any task
assigned to Employee or work performed by Employee for or on behalf of Employer
or client, whether or not such work was performed prior to the effective date of
this Agreement.
NON-COMPETITION
Until the expiration of one (1) year after the date on which Employee's
employment with Employer terminates for any reason, Employee shall not engage,
directly or indirectly, or through any corporation or association, or other
business entity, compete or attempt to compete with Employer by soliciting
business from any customer, broker and/or client to whom Employee has directly
provided consulting or other services through Employer if such solicited
business competes with the business of the Employer. Employer and Employee agree
that this covenant is fair and reasonable, because the confidential and
sensitive nature and value of the Proprietary Information and because the use
of, or even the likelihood or the appearance of the use of, the Proprietary
Information in certain circumstances may cause irreparable damage to Employer,
or to clients of Employer. However, in the event a court should decline to
enforce the foregoing provision, Employee and Employer agree that this provision
should be modified to restrict Employee's competition with Employer to the
maximum extent enforceable.
Employee further acknowledges and agrees that, for a period of one (1) year
following termination of employment with EMPLOYER (the "Restrictive Period"),
Employee will not solicit for employment or cause others to solicit for
employment, any person who is employed by Employer or its clients before or
during the term of the Restrictive Period.
INJUNCTIVE RELIEF
Employee acknowledges that disclosure of any Proprietary Information by Employee
or breach by Employee of the covenant not to compete herein will give rise to
irreparable injury to Employer or to clients of Employer. Employee also agrees
that this injury to Employer, or client(s) of Employer, would be inadequately
compensated in money damages alone. Accordingly, Employer or, where appropriate
the client of Employer, may seek and obtain injunctive relief against the
breach, or threatened breach, of the disclosure of any Proprietary Information
by Employee, or breach by Employee of any of the covenants not to compete, in
addition to any other legal remedies which may be available.
GENERAL
Employee represents and warrants that Employee's entering into, execution and
performance of this Agreement shall not knowingly violate any agreement or
contract which Employee may have entered into or any obligation which Employee
may be under, and Employee expressly agrees to be liable for and hold Employer
harmless with regard to any breach of the foregoing warranty.
This Agreement, in conjunction with Attachment A, contains the entire
understanding between Employer and Employee relating to the subject matter of
employment generally.
This Agreement shall by governed by and construed in accordance with the laws of
the State of New York and may be modified only by a writing signed by both
parties. Both parties hereby consent to and waive any objection to the exclusive
jurisdiction of the state and federal courts sitting in New York in any action
on a claim arising out of, under or in connection with this Agreement.
If any provision of this Agreement shall be held invalid or unenforceable for
any reason, the remaining provisions shall continue in full force and effect.
The provisions of paragraphs 4 through 10 of this Agreement shall survive any
termination of employment.
ACCEPTED AND AGREED: Xxxx Xxxxxxx
The A Consulting Team, Inc.
By: /s/ Xxxxx Xxxxxxxxx Signature /s/ Xxxx Xxxxxxx
------------------------- ---------------------
Title: Director of Budgets & Forecasts Date: 11/6/00
Date: 11/21/00
ATTACHMENT A TO EMPLOYMENT AGREEMENT
This Attachment ("Attachment A") is attached to and is expressly made a part of
the Employment Agreement entered into by and between the Employer and Employee
(defined therein and more fully defined or described below). The additional
terms and conditions included in this Attachment A are intended to supplement
and further define the terms and conditions of the at-will relationship between
Employer and Employee.
In the event that any part of this Attachment A and any part of the Employment
Agreement shall be in conflict, then the conflicting term(s) of the Attachment A
shall prevail.
By signing below, Employee agrees that changes in the rate of compensation will
not require an amendment to the Employment Agreement or this Attachment A.
Employer: The A Consulting Team, Inc.
Employee: Xxxx Xxxxxxx
Position: Corporate Counsel
Start Date: November 6, 2000
Base Salary: $150,000.00 per year. Base salary will be
paid twice monthly according to the
Employer's regular payroll schedule and
policies.
Incentive Compensation: Employee is eligible to participate in the
annual bonus incentive plan. Any incentive
paid under this plan will be paid according
to company policy and procedures.
Any Incentive Compensation payment is
contingent on being an active employee of
Employer at the time of payment.
Minimum Guaranteed Incentive Employee will receive minimum incentive
Compensation: compensation for the calendar year
ending December 31, 2000 of $10,000.00.
Employee will receive minimum incentive
compensation for the calendar year ending
December 31, 2001 of $20,000.00
Signing Stock Options: Employee will receive 1500 stock options to
subject to the vesting schedule, terms and
conditions of Employer's signing option
award plan.
Termination: Section 2 (Terms of Employment) of the
Agreement is modified as follows:
If Employer provides Employee with notice
of termination without "Cause" (as defined
below) within the first three months of
continuous employment with Employer,
Employee will receive three months of
severance thereafter, and until December
31, 2001 Employee will receive 6 months of
severance, and after January 1, 2002
Employee will receive 3 calendar months
severance. All severance payments will be
based on Employee's then current base
salary.
In the event that termination occurs for
"Cause" you will receive standard
severance.
In addition to ANY severance paid, Employee
will be paid any earned and unused "Paid
Time Off'".
Definitions: "Cause" shall be defined as:
1. Employee, in carrying out her
duties with regards to the Employer and any
of Employer's business or assets, willfully
breaches the fiduciary duties, commits
fraud, or is guilty of gross misconduct or
2. Disability which makes Employee
unable to engage in gainful work activity
by reason of any medically determinable
physical or mental impairment for a period
of 60 days or which has lasted or can be
expected to last for a continuous period of
not less than 12 months; or 3. Deaths; or
4. conviction of a felony; or
5. willful disregard of the lawful
instructions or directions of the CEO, CFO,
President or Board of Directors which is
not cured, if capable of cure, within a 15
days of the date written notice is given to
you of said disregard.
Employee may terminate her employment with
Employer for "Good Reason" and will receive
the extended severance of 3 or 6 calendar
months as defined in the Termination
section of this Attachment A. "Good Reason"
shall mean that Employee, without her
consent has either:
1. incurred a material reduction in
her title, status, authority or
responsibilities or
2. incurred a reduction in her base
compensation below $150,000.00; or
3. direct or indirect change in
ownership or control of Employer which
results from a merger, acquisition,
consolidation, substantial reorganization
or sale of all or the majority of
outstanding stock of the Employer of any
combination of the aforementioned events
which would constitute a change in
ownership or control.
ACCEPTED AND AGREED:
The A Consulting Team, Inc.
Employer
Xxxx Xxxxxxx
By: /s/ Xxxxx Xxxxxxxxx Signature /s/ Xxxx Xxxxxxx
-------------------------- -------------------------
Title: Director of Budgets & Forecasts Date: 11/6/00
Date: 11/21/00
