Exhibit 10.1
EMPLOYMENT AGREEMENT dated as of August 3, 1998 (as amended or
supplemented from time to time, this "Agreement"), between The Judge Group,
Inc., a Pennsylvania corporation (the "Company"), and Xxxxx Xxxxxxx
("Executive").
SECTION 1. CAPACITY AND DUTIES
1.1 Employment; Acceptance of Employment. Company hereby employs
Executive and Executive hereby accepts employment by Company for a period of two
years upon the terms and conditions hereinafter set forth.
1.2 Capacity and Duties:
(a) Executive shall be principally employed by Company as a
Chief Financial Officer, subject to the supervision of the Chairman of the Board
of Company or his designee, shall perform such duties and shall have such
authority as designated by the Chairman of the Board from time to time.
Executive shall report directly to the Chairman of the Board and shall perform
his duties for Company principally from Company's office located in Bala Cynwyd,
PA, except for periodic travel that may be necessary or appropriate in
connection with the performance of Executive's duties hereunder.
(b) Executive shall devote his full working time, energy,
skill and best efforts to the performance of his duties hereunder, in a manner
which will faithfully and diligently further the business and interests of
Company and its affiliates (as defined below), and shall not be employed by or
participate or engage in or be a part of in any manner the management or
operation of any business enterprise other than Company and its affiliates
without the prior written consent of the Chairman of the Board, which consent
may be granted or withheld in his sole discretion. For the purposes of this
definition, "affiliate" means any person or entity which is a subsidiary of or
controlled by, or under common control with, Company.
SECTION 2. TERM OF EMPLOYMENT
2.1 Term. The term of Executive's employment hereunder shall commence
on the date hereof and continue for two (2) years, unless earlier terminated as
hereinafter provided (the "Term").
SECTION 3. COMPENSATION
3.1 Basic Compensation. As compensation for Executive's services
hereunder, Company shall pay to Executive a salary at an annual rate of $120,000
(the "Base Salary"), payable in accordance with Company's regular payroll
practices as in effect from time to time during the term of Executive's
employment.
3.2 Stock Options.
(a) Company agrees that, subject to the approval of the Stock
Option Committee of The Judge Group, Inc., it will deliver to Executive a Stock
Option Agreement ("Option Agreement"), to purchase 40,000 common shares of The
Judge Group, Inc. (the "Option") as of the date of this Agreement, and 20,000
common shares on his one year anniversary, which Options shall vest in four
equal increments over four years commencing on the date hereof, as specified in
Executive's Option Agreement.
The options referred to in Section 3.2(a) above shall be
granted pursuant to the Judge 1996 Incentive Stock Option and Non-Qualified Plan
for Key Employees and Non-Employee Directors (the "Plan"). All options shall be
subject to the terms and conditions of the Plan, as applicable, and applicable
laws and regulations. To the extent permitted by the Plan and applicable law,
options granted to Executive shall be Incentive Stock Options under Section
422(b) of the Internal Revenue Code of 1986, as amended. The exercise price per
share of common stock for options issued to Executive shall be the asking price
of the stock at the close of trading on the date the options are awarded. If the
stock is not traded on the date the options are awarded, the next succeeding day
of trading shall be utilized. The duration of the options shall be as provided
the Option Agreement. Options granted pursuant to this Section 3.2 shall be
subject to the terms and conditions of the Option Agreement and the Plan.
Should Executive be terminated other than for "cause" as
described in Section 4.3 infra before two years from the effective date of this
Agreement, Executive's options shall vest immediately upon the date of such
termination, pursuant to the Plan.
3.3 Vacation. Executive shall be entitled all legal holidays observed
by the Company and to a vacation of two (2) weeks during 1998, during which time
his compensation shall be paid in full.
3.4 Expense Reimbursement. During the term of his employment, Company
shall reimburse Executive for all reasonable expenses incurred by him in
connection with the performance of his duties hereunder in accordance with its
regular reimbursement policies as in effect from time to time and upon receipt
of itemized vouchers therefor and such other supporting information as Company
may reasonably require.
3.5 Benefits. During the term of his employment, Executive shall be
offered the same benefits provided to all employees by the Company.
3.6 Automobile. During the term of his employment, company shall
provide Executive with a monthly automobile allowance in the amount of $500.00
to be paid on or about the 15th of each month in accordance with the Company's
payroll practices as in effect from time to time.
3.7 Bonus. An annual bonus of $30,000 per year upon completion of
twelve months of employment with the Company and upon fulfillment of certain
objectives, as mutually agreed, by the Employee and the Chief Executive Officer.
Exhibit 10.1 (cont.)
SECTION 4. TERMINATION OF EMPLOYMENT
4.1 Death of Executive. Executive's employment hereunder shall
immediately terminate upon his death, upon which Company shall not thereafter be
obligated to make any further payments hereunder other than amounts (including
salary, bonuses, expense reimbursement, etc.) accrued as of the date of
Executive's death in accordance with generally accepted accounting principles.
4.2 Disability of Executive. If Executive, in the reasonable opinion of
a physician mutually agreed upon by Company and Executive, is or has been
unable, due to his physical, mental or emotional illness or condition, to
materially perform his duties hereunder for a period of forty-five (45)
consecutive days or sixty (60) days within twelve consecutive months, inclusive
of his accrued vacation time, then the Board shall have the right to terminate
Executive's employment upon ten (10) days' prior written notice to Executive at
any time during the continuation of such inability, in which event Company shall
not thereafter be obligated to make any further payments hereunder other than
amounts (including salary, bonuses, expense reimbursement, etc.) accrued under
this Agreement as of the date of such termination in accordance with generally
accepted accounting principles.
4.3 Termination for Cause.
(a) Executive's employment hereunder shall terminate
immediately upon notice that the Board is terminating Executive for "cause" (as
defined herein), in which event Company shall not thereafter be obligated to
make any further payments hereunder other than amounts (including salary,
bonuses, expense reimbursement, etc.) accrued under this Agreement as of the
date of such termination in accordance with generally accepted accounting
principles. As used herein, "cause" shall mean and be limited to, the following:
(i) fraud committed in connection with Executive's
employment, dishonesty, theft or misappropriation or embezzlement of Company's
funds or assets;
(ii) conviction of any felony, or any crime involving
fraud or misrepresentation, or of any other crime (whether or not connected with
his employment) the effect of which is likely to adversely affect the Company or
its affiliates;
(iii) material breach of Executive's obligations
under this Agreement; (iv) incompetence or misconduct in the performance of, or
gross neglect of, Executive's duties hereunder; or not corrected after notice
and a period of thirty (30) days to cure;
(v) repeated and consistent failure of Executive to
be present at work during normal business hours unless the absence is because of
a disability as described in Section 4.2;
(vi) willful violation of any express direction or
rule or regulation established by the President or the Board;
(vii) conduct contrary to the best interests of the
Company; and
(viii) abuse of alcohol or other drugs which
interferes with the performance by Executive of his duties.
4.4 Termination without Cause. In the event Company terminates
Executive's employment other than for "cause," Executive shall be entitled to
the benefits and compensation on the same terms and for the duration of this
Agreement. Executive shall not be entitled to damages in excess of this
compensation, nor for a period greater than two years from the date of the
signing of this Agreement.
SECTION 5. RESTRICTIVE COVENANTS
5.1 Confidentiality:
(a) Executive shall not directly or indirectly use, publish or
otherwise disclose or divulge to any third party, Confidential information (as
defined below) in the performance of his duties for the Company, any trade
secrets, Confidential or proprietary information of Company other than as
required by law or in the ordinary course of Company business (including,
without limitation, any such information concerning the Company's technical or
financial information or data, database of information technology and
engineering professionals, customers, employees, consultants, vendors, services,
products, processes, pricing policies, business plans, rolodexes or records, or
any information relating to the history or prospects of Company or any of its
shareholders). "Confidential" information includes, without limitation, all
unpublished information and all information and data which is not generally
known by the industry.
(b) Executive shall not directly or indirectly, copy,
reproduce or remove from Company's premises, except in the ordinary course of
Company business, trade secrets, Confidential or proprietary information of
Company (in any medium) or any Company documents, files or records (including
without limitation any invoices, customer correspondence, business cards,
rolodexes, orders, computer records or software, or mailing, telephone, employee
or customer lists). All such documents, files and records, and all other
memoranda, notes, files, records, lists and other documents made, compiled or
otherwise acquired by Executive prior to and in the course of his employment
with Company, are and shall remain the sole property of Company and all
originals and copies thereof shall be delivered to the Company upon termination
of employment for whatever reason. Executive acknowledges a duty of
confidentiality owed to Company.
5.2 Inventions and Improvements. During the term of his employment,
Executive shall promptly communicate to Company all ideas, discoveries and
inventions which are or may be useful to Company or its business. Executive
acknowledges that all such ideas, discoveries, inventions, and improvements
which are made, conceived, or reduced to practice by him and every item of
knowledge relating to Company's business interests (including potential business
interests) gained by him during his employment hereunder are the property of
Company, and Executive hereby irrevocably assigns all such ideas, discoveries,
inventions, improvements,
Exhibit 10.1 (cont.)
and knowledge to Company for its sole use and benefit, without additional
compensation. The provisions of this Section 5.3 shall apply whether such ideas,
discoveries, inventions, improvements or knowledge are conceived, made or gained
by him alone or with others, whether during or after usual working hours,
whether on or off the job, and whether or not within the specific realm of his
duties.
5.3 Injunctive and Other Relief. Executive acknowledges and agrees that
the covenants contained herein are fair and reasonable in light of the
consideration paid hereunder, and that damages alone shall not be an adequate
remedy for any breach by Executive of his covenants contained herein and
accordingly expressly agrees that, in addition to any other remedies which
Company may have, Company shall be entitled to injunctive relief in any court of
competent jurisdiction for any breach or threatened breach of any such covenants
by Executive. Nothing contained herein shall prevent or delay Company from
seeking, in any court of competent jurisdiction, specific performance or other
equitable remedies in the event of any breach or intended breach by Executive of
any of its obligations hereunder.
SECTION 6. MISCELLANEOUS
6.1 Severability. The invalidity or unenforceability of any particular
provision or part of any provision of this Agreement shall not affect the other
provisions or parts hereof.
6.2 Assignment. This Agreement shall not be assignable by Executive,
and shall be assignable by Company only to any person or entity which may become
a successor in interest (by purchase of assets or stock, or by merger, or
otherwise) to Company in the business or a portion of the business presently
operated by it. Subject to the foregoing, this Agreement and the rights and
obligations set forth herein shall inure to the benefit of, and be binding upon,
the parties hereto and each of their respective successors, permitted assigns,
heirs, executors and administrators.
6.3 Notices. All notices hereunder shall be in writing and shall be
sufficiently given if hand-delivered, sent by documented overnight delivery
service or registered or certified mail, postage prepaid, return receipt
requested or by telegram, fax or telecopy (confirmed by U.S. mail), receipt
acknowledged, addressed as set forth below or to such other person and/or at
such other address as may be furnished in writing by any party hereto to the
other. Any such notice shall be deemed to have been given as of the date
received, in the case of personal delivery, or on the date shown on the receipt
or confirmation therefor, in all other cases. Any and all service of process and
any other notice in any such action, suit or proceeding shall be effective
against any party if given as provided in this Agreement; provided that nothing
herein shall be deemed to affect the right of any party to serve process in any
other manner permitted by law.
(a) If to Company:
The Judge Group, Inc.
Xxx Xxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
Attention: Xxxxxx X. Judge, Jr.
(b) If to Executive:
Xxxxx Xxxxxxx
000 Xxxxxxxx Xxxx
Xxxxxxxx Xxxxxxxx, XX 00000
6.4 Entire Agreement and Modification. This Agreement constitutes the
entire agreement between the parties hereto with respect to the matters
contemplated herein and supersedes all prior agreements and understandings with
respect thereto. Any amendment, modification, or waiver of this Agreement shall
not be effective unless in writing. Neither the failure nor any delay on the
part of any party to exercise any right, remedy, power or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege preclude any other or further exercise of
the same or of any other right, remedy, power, or privilege with respect to any
occurrence be construed as a waiver of any right, remedy, power, or privilege
with respect to any other occurrence.
6.5 Arbitration. All controversies arising under or in connection with
or relating to any alleged breach of the Agreement which cannot promptly be
resolved by agreement of the parties shall, within 30 days from the first
written notice by either party of such controversy be submitted to, and resolved
by arbitration in Xxxxxxxxxx County, Pennsylvania. The arbitration shall be in
accordance with Common Law Arbitration, 42 Pa. Cons. Stat. Xxx. 7341, to be
determined by a single arbitrator mutually acceptable to both parties. If both
parties cannot agree on a single arbitrator, each party shall select one
arbitrator; the two arbitrators selected by the parties shall agree upon and
appoint a third arbitrator in which case the controversy shall be resolved by a
decision of a majority of the panel of three arbitrators. It is the intent of
the parties that the arbitrator(s) be knowledgeable in the field of financial
accounting. The arbitrator(s) shall assess costs, including legal fees, against
the party which is not the prevailing party in the arbitration, in addition to
appropriate damages and taking into account, among other things, whether the
parties to the arbitration were proceeding in good faith. The decision of the
arbitrator or a majority of the arbitrators, as the case may be, shall be final
and binding upon all the parties and shall be enforceable in a court of
competent jurisdiction, by any appropriate means including injunctive relief.
Such arbitrator(s) shall have the power to enter injunctive relief that shall be
binding on the parties and shall be required to apply the contractual provisions
hereof in deciding any matter submitted to them and shall not have any
authority, by reason of this Agreement or otherwise, to render a decision that
is contrary to the mutual intent of the parties as set forth in this Agreement.
Discovery shall be allowed at least as broadly as would be available under the
Exhibit 10.1 (cont.)
United States Rules of Civil Procedure and as the arbitrator(s) otherwise
determine(s) to be appropriate under the circumstances.
6.6 Governing Law. This Agreement is made pursuant to, and shall be
construed and enforced in accordance with, the internal laws of the Commonwealth
of Pennsylvania (and United States federal law, to the extent applicable),
without giving effect to otherwise applicable principles of conflicts of law.
6.7 Jurisdiction. Any legal action, suit or proceeding arising out of
or relating to this Agreement must be instituted in federal court in the Eastern
District of Pennsylvania or in state court in the Commonwealth of Pennsylvania,
and each party waives any objection which such party may now or hereafter have
to the laying of the venue of any such action, suit or proceeding, and
irrevocably submits to the jurisdiction of any such court.
6.8 Survival. Anything to the contrary notwithstanding the provisions
of Sections 5.1, 5.2, and 5.3 shall survive the termination or expiration of
this Agreement.
6.9 Headings; Counterparts. The headings of sections in this Agreement
are for convenience only and shall not affect its interpretation. This Agreement
may be executed in two or more counterparts, each of which shall be deemed to be
an original and all of which, when taken together, shall be deemed to constitute
but one and the same Agreement.
6.10 Further Assurances. Each of the parties hereto shall execute such
further instruments and take such other actions as any other party shall
reasonably request in order to effectuate the purposes of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
THE JUDGE GROUP, INC.
By: /s/ Xxxxxx X. Judge, Jr.
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Xxxxxx X. Judge, Jr.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
