EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, entered into as of , 1999, between
CORE, INC., a Massachusetts corporation (hereinafter called "CORE" or the
"Company"), and of , California (hereinafter called "Executive").
WHEREAS, Executive is presently an employee and officer of CORE;
WHEREAS, CORE and Executive each desire to enter into this Employment
Agreement concerning Executive's continuing employment with CORE;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt of which
is acknowledged by both parties hereto, the Company and Executive agree as
follows:
1. EMPLOYMENT. The Company will employ Executive and Executive will
serve the Company as the Company's or other officer of the
Corporation, all upon the terms and conditions provided herein.
2. DUTIES. Executive shall report to , and be subject to the
ultimate authority of the Board of Directors of the Company. Executive in
conjunction with other executives of the Company shall be responsible for the
day to day business, operations and affairs of the Company. Executive's
duties shall include .
3. TERM. The term of Executive's employment hereunder shall be for the
period beginning on the date hereof, and ending December 31, 2000 (the
"Term"). Thereafter, this Agreement shall automatically renew for an
additional period of twelve months, unless pursuant to Section 8(e), written
notice of intent not to renew is delivered by either party thirty (30) days
prior to the scheduled end of the initial or subsequent term. Notwithstanding
the scheduled termination dates or renewals thereof, this Employment
Agreement is subject to earlier termination as set forth in Section 8 hereof.
4. COMMITMENT OF EXECUTIVE. During the term of this Agreement,
Executive shall be employed by the Company on a full-time basis, and shall
perform his duties during the normal business hours of the Company. During
the term of this Agreement, Executive shall not perform work for compensation
(except for reimbursement of reasonable expenses approved by the Company)
within the industry in which CORE or any of CORE's subsidiaries are active
for any
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person or entity other than the Company without first obtaining the prior
written consent of the Board of Directors of the Company.
5. COMPENSATION.
(a) SALARY. During the Term of this Agreement, the Company
agrees to compensate Executive at the rate of not less than Dollars
($ ) per annum. Executive's salary shall not be reduced below the greater
of this amount or the Executive's previous twelve months' total cash
compensation (exclusive of bonuses) without Executive's consent.
(b) PAYROLL POLICIES. Executive's compensation shall be paid
in installments pursuant to the Company's personnel policies, as they may be
amended from time to time, less any applicable federal, state or local payroll
tax deductions incident on Executive.
(c) BONUSES. Executive shall be eligible to receive a bonus or
bonuses as are other CORE executives as determined by the Board of Directors of
CORE or the Compensation Committee of CORE, at its sole discretion, based upon
performance and other factors.
6. ETHICAL CONDUCT. Executive agrees to adhere to all recognized
professional ethics and customs, and to avoid all actions or conduct which
injures, directly or indirectly, the professional standing and reputation of the
Company or any of the Company's affiliated corporations or employees. Executive
represents and warrants he is free to enter into this Employment Agreement and
that there are no employment contracts, restrictive covenants or other
obligations preventing full performance of his duties hereunder.
7. FRINGE BENEFITS.
(a) VACATION. Executive shall be entitled to a vacation period
not to exceed five (5) weeks in any calendar year of his employment without loss
of compensation. In the event that Executive's employment is terminated for any
reason prior to the expiration of a full calendar year, the vacation period to
which he is entitled shall be prorated, and he shall receive compensation on
account of any unused vacation days in addition to his regular compensation for
the period prior to his termination. Executive shall be entitled to carry no
more than one and one half times the annual accrual rate of previously allowed
vacation time except as otherwise permitted by CORE's policies.
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(b) HOLIDAYS AND SICK LEAVE. In addition to his vacation time,
Executive shall be entitled without loss of compensation to those holidays to
which employees of the Company are entitled under the personnel policies of the
Company. Sick leave shall be accumulated for Executive in accordance with the
personnel policies of the Company.
(c) HEALTH CARE BENEFITS. Executive shall be furnished with a
health care benefit package consistent with benefits available to other Company
employees as now in effect, and as modified hereafter in accordance with
requirements set forth in the first sentence of this Section.
(d) DISABILITY BENEFITS. The Company agrees to continue
Executive's full salary and fringe benefits for a period of short-term
disability not to exceed one hundred eighty (180) continous days (or such longer
period as may be required to qualify for benefits under the long-term disability
policies sponsored by the Company and then in effect) during which Executive is
unable to work on account of illness or injury. The Company shall provide
Executive at the Company's expense a long-term disability benefit which shall be
substantially similar to long term disability benefits available to other
Company employees as now in effect, and as modified hereafter in accordance with
requirements set forth in the first sentence of this Section.
(e) STOCK OPTIONS. Executive has previously received and shall
continue to be eligible to receive grants of options for the purchase of CORE
common stock pursuant to CORE INC.'s 1997 Stock Option Plan (and any successor
plan) as determined by the Board of Directors of CORE or the Compensation
Committee of CORE, at its sole discretion, based upon performance and other
factors.
(f) OTHER FRINGE BENEFITS. Executive shall be entitled to
additional fringe benefits consistent with the personnel policies of the Company
as determined by the Company's Board of Directors.
8. TERMINATION OF AGREEMENT.
(a) CAUSE. Executive's employment hereunder may be terminated
immediately by the Company for "Cause". For the purpose of this Agreement,
"Cause" means:
(i) willful breach or habitual neglect of the duties
Executive is required to perform hereunder which are
not cured by Executive within 30 days of written
notice from the Company of such breach or neglect;
(ii) any illegal act by Executive injurious to the business
or reputation of
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the Company;
(iii) Executive's engagement in gross misconduct injurious
to the business or reputation of the Company;
(iv) Executive's conviction of any crime which constitutes
a felony in the jurisdiction committed (whether or
not involving the Company);
(v) a material breach by Executive of any material
provision of this Agreement.
If the Company desires to terminate Executive's employment hereunder
for Cause, the Company shall give Executive written notice of the termination
date and shall specify in said notice the termination provision of the Agreement
and the factual basis upon which the termination action is based.
(b) DISABILITY. Executive's employment hereunder may also be
terminated at the election of the Company in the event that Executive is
disabled from performing his duties hereunder for a period of at least one
hundred eighty (180) continuos days (or such longer period as may be required
to qualify for benefits under the long-term disability policies sponsored by
the Company and then in effect) during the Term. In the event Executive's
employment is terminated by the Company because of such a disability of
Executive, the Company shall give Executive notice of a termination date,
which shall not be less than thirty (30) days subsequent to the date of the
notice, and Executive's employment hereunder shall terminate on the
termination date as so established by the Company.
(c) DEATH. Executive's employment hereunder shall terminate
automatically upon the death of Executive.
(d) EFFECT OF TERMINATION FOR CAUSE, DISABILITY OR DEATH. If
Executive's employment terminates pursuant to Section 8(a), 8(b), or 8(c),
the Company shall pay Executive his full salary and other benefits (including
accrued and unused vacation and sick time for such year) through the date of
termination of Executive's employment at the rate then in effect, and the
Company shall have no further obligations to Executive under this Agreement,
except for benefits expressly provided herein and for continuation of
benefits required by applicable law.
(e) TERMINATION WITHOUT CAUSE; SEVERANCE. CORE, may terminate
Executive's employment without cause or elect not to renew the term hereof by
giving written
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notice to Executive at least thirty (30) days prior to the
effective date of termination of employment without cause, in which event
Executive's employment hereunder shall terminate and Executive shall be entitled
to the following payments:
(i) all amounts accrued and unpaid to Executive through
the termination date, including unpaid salary,
pro-rated earned bonus (if any), benefits and accrued
and unused vacation and sick time;
(ii) severance payments comprising salary and health care
benefits continuing for 12 months from the date of
termination, such salary continuation payments to be
made bi-weekly, or otherwise consistent with CORE's
payroll policies and shall be subject to applicable
federal, state and local payroll tax deductions and
withholdings;
(iii) CORE shall extend Executive's rights to exercise any
outstanding options for the lesser of one additional
year or the scheduled option expiration date.
Notwithstanding the requisite 30 day notice period, CORE may elect to
have Executive's services to CORE terminate immediately, provided CORE pays
Executive compensation and benefits during the period after written notice has
been delivered and prior to the effective termination date.
(f) CHANGE IN CONTROL. In the event a "Change in Control" (as
defined below) occurs during the term of this Agreement and Executive's
employment is terminated by CORE without cause pursuant to Section 8(e)
hereof (including a non-renewal of the term) within 12 months of such a
"Change in Control" of CORE, then the "12 months from the date of
termination" in Section 8(e)(ii) shall be revised to read "18 months from the
date of termination (provided such payments shall be reduced to reflect any
salary, consulting fees or other compensation received by Executive for
services rendered after 1 year from the termination date and further
provided, Executive shall timely report to CORE any such compensation)."
For purposes of this Section 8(f), "Change in Control" shall mean:
As used herein, a "Change in Control" of the Company shall be
deemed to have occurred if any of the following conditions are met:
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(i) there is a merger or consolidation of the Company
in which (A) the Company is not the continuing or surviving
corporation or (B) a majority of the Board of Directors of
the surviving Company were not directors or officers of the
Company prior to such merger or consolidation;
(ii) the Company sells substantially all its assets to a
single purchaser or to a group of associated purchasers;
(iii) at least two-thirds of the outstanding common stock of
the Company is sold, exchanged or otherwise disposed of in
one transaction or in a series of related transactions;
(iv) any person or entity becomes directly or indirectly the
owner or beneficial owner of 50% or more of the Company's
outstanding stock;
(v) individuals who at the date hereof constitute the
Board of Directors of the Company cease to constitute a
majority thereof, provided that such change is the direct or
indirect result of a proxy fight or contested election for
positions on the Board; or
(vi) the Board of Directors of the Company determines in its
sole and absolute discretion that there has been a change
in control of the Company.
9. COVENANT NOT TO COMPETE; NON-SOLICITATION; CONFIDENTIAL INFORMATION.
(a) In consideration of and as an inducement to the Company to
enter into this Employment Agreement, Executive shall not, for a period
commencing on the date hereof and ending on the later of (i) one year after
Executive's termination of employment with the Company and its Affiliates (as
defined in Section 9(h), below), for any reason or (ii) the date through which
severance payments are due pursuant to Section 8(e) and (f) above (such later
date being referred to as the "Covenant End Date"), serve, directly or
indirectly, as an operator, owner, partner, consultant, officer, director, or
employee of any firm, company, corporation or entity (other than the Company or
one of its Affiliates, or CORE or one of CORE's wholly-owned subsidiaries) whose
employing unit or division is engaged within the geographical area of the United
States in direct competition with the business of the Company or its Affiliates,
or any business of CORE or its Affiliates.
(b) Executive agrees that for a period commencing with the
date of this Agreement and ending on the Covenant End Date:
(i) Executive will not directly or indirectly solicit,
hire or attempt to hire for any purpose whatsoever (whether as an employee,
consultant, advisor, independent
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contractor or otherwise) any employee or consultant of the Company and its
Affiliates or any person who was an employee or consultant of any such
corporations (and will use best efforts to prevent any subsequent employer of
Executive or related entity or person from taking any such actions);
(ii) Executive will not induce or attempt to induce any
customer, client supplier, licensee or other business relation of the Company
and its Affiliates to cease doing business with the Company and its
Affiliates, or in any way interfere with the relationship or potential
relationship between any such customer, client, supplier, licensee or
business relation and the Company and its Affiliates; and
(iii) Executive shall not solicit or attempt to solicit,
or accept business from, any entity which at any time during the twelve month
period prior to the date of termination of Executive's employment with the
Company and its Affiliates, was a client or customer of the Company and its
Affiliates, for the purpose of doing business with such client or customer in
matters which directly compete with the business of the Company or its
Affiliates. For the purpose of this covenant, the clients and customers of
the Company and its Affiliates shall include those entities with which the
Company and its Affiliates had held discussions or negotiations concerning
services of the Company and its Affiliates.
(c) PUBLICLY-HELD STOCK. Nothing herein contained shall
prevent Executive from holding or making an investment in:
(i) securities listed on a national securities exchange or
sold in the over-the-counter market, provided that such investments do not
exceed in the aggregate five percent (5%) of the issued and outstanding
capital stock of a corporation which is a competitor within the meaning of
this Section; or
(ii) interests in a mutual fund or other pooled investment
vehicle in which Executive has less than a five percent (5%) interest.
(d) CONFIDENTIAL INFORMATION. Executive has previously executed
and delivered to CORE the Company's standard non-disclosure agreement with
respect to confidential information. Executive hereby re-affirms all his
obligations pursuant to the Company's standard non-disclosure agreement in
the form attached hereto as EXHIBIT A.
(e) INJUNCTIVE RELIEF. Without intending to limit the remedies
available to the
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Company and its Affiliates, Executive acknowledges that a breach of any of
the covenants contained in this Agreement could result in material
irreparable injury to the Company and its Affiliates for which there might be
no adequate remedy at law, and that, in the event of such a breach or threat
thereof, the Company shall be entitled to obtain a temporary restraining
order and/or a preliminary and permanent injunction restraining Executive
from engaging in any activities prohibited by this Agreement or such other
equitable relief as may be required to enforce specifically any of the
covenants of this Agreement.
(f) REASONABLENESS OF RESTRICTIONS. The parties are of the view
that the restrictions placed on Executive herein, in the light of all the
circumstances are reasonable as to scope, period of time and geographical
area. Nevertheless, it is the intent of the parties that this Agreement be
enforceable and restrict Executive's activities only to the extent permitted
by law. Accordingly, in the event that any provisions in this Agreement shall
be determined by arbitrators or by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time over
too large a geographic area or range of activities, it shall be interpreted
to extend only over the maximum period of time, geographic area or range of
activities as to which it may be enforceable.
(g) DEFINITION OF "COMPANY AND ITS AFFILIATES". For the
purposes of Section 9, "Company and its Affiliates" shall mean the Company,
CORE, INC., and all direct and indirect subsidiaries of CORE, INC. and the
Company.
10. AVAILABILITY OF RECORDS. During the term of this Agreement and for
a one year period after any termination hereof, the Company agrees to make
available to Executive, his executors, administrators or heirs, for inspection
on the premises of the Company during normal working hours, copies of any
records relating to activities while employed by the Company and which relate to
any rights or benefits to which Executive was entitled at the time of his
termination of employment. However, upon the termination of this Agreement,
Executive shall not be entitled to retain any records or charts of the Company
in his possession.
11. ARBITRATION. Any controversy or claim arising under or relating to
this Agreement, or breach therefor, shall be settled by arbitration in Orange
County, California in accordance with the rules of the American Arbitration
Association as in effect from time to time. Judgement
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upon the reward rendered may be entered in any court having jurisdiction
thereof.
Notwithstanding anything contained in this Section 11, Executive agrees
that, in the event of any actual or threatened breach by Executive of his
undertakings in Section 9, the Company shall be entitled to immediate temporary
injunctive and other equitable relief awarded in or in addition to the
arbitration as provided herein.
12. ASSIGNABILITY. This Agreement shall inure to the benefit of the
successors and assigns of the Company. However, this Agreement is personal to
Executive, and he may not assign any of his rights or obligations hereunder.
13. AMENDMENTS. No amendment of or variation in the terms of this
Agreement shall be valid unless made in writing and signed by Executive and a
duly authorized representative of the Company.
14. NOTICES. Any notice required or permitted under this Agreement
shall be sufficient if in writing and if sent by certified or registered mail,
return receipt requested, to the parties at the following addresses:
To the Company at:
CORE, INC.
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Chairman of the Compensation Committee
with a copy to:
Xxxxxxx X. Xxxx, Esq.
Rich, May, Xxxxxxxx & Xxxxxxxx, P.C.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
To Executive at:
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15. RULES OF CONSTRUCTION; HEADINGS AND VALIDITY. This Agreement shall
be construed in accordance with the laws of Massachusetts.
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The headings contained in this Agreement are for reference only and
shall not limit or otherwise affect the meaning of any provision of this
Agreement.
If any provision of this Agreement or portion of such provision, or the
application thereof under any circumstances, is held invalid, the remainder of
this Agreement (or the remainder of such provision) and the application thereof
under other circumstances shall not be affected by such partial invalidity.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written of the parties, and there are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof, except as are specifically set forth herein. Except as
otherwise provided by this agreement, no supplement, modification, waiver or
termination of this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provide.
IN WITNESS WHEREOF, the parties to this Agreement have caused the same
to be executed as of the day of , 1999.
CORE, INC.
("Company" or "CORE")
By:
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("Executive")
Exhibit A- Company Non-Disclosure Agreement
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