EXHIBIT 10.13
EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT made and entered into as of May 1, 1988 by and between
Xxxxxxxxx X. Xxxxxx (the "Employee"), and TSI International Ltd. ("TSI"), a
Connecticut corporation having its principal place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxxx, XX 00000.
WHEREAS, TSI wishes to employ the Employee and the Employee wishes to be
employed under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Employment and Term.
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1.1 TSI agrees to employ the Employee as President and Chief
Executive officer and the Employee agrees to render her full-time services to
TSI for a term of one year, which term shall commence as of the date of this
Agreement and terminates as the end of the first full fiscal year thereafter,
subject to annual renewal for one-year increments as set forth below. The
Employee agrees to devote her full business time and the best of her abilities
to the faithful and diligent performance of her services to TSI under the
direction of the Board of Directors of TSI.
1.2 Unless either party shall have given written notice of non-
renewal to the other party no fewer than thirty (30) days before the expiration
of the initial or then current renewal term, this Agreement shall automatically
renew for successive periods of one (l) year.
1.3 In the event TSI is sold or recapitalized or substantially all
of the assets of TSI are sold (the "Sale of TSI"), the remaining term of this
Agreement shall be one year unless otherwise agreed between the parties. If
termination should occur as a result of the "Sale of TSI", the Employee will
receive a severance compensation of one year's annual salary as outlined in
paragraph 2.1 and one year's continuance of eligible benefits.
2. Compensation.
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2.1 TSI agrees to pay the Employee an annual Salary of One Hundred
Twenty Thousand Dollars ($120,000), payable in accordance with TSI's standard
payroll practices. This salary is for the one-year term (FY '89) of this
Agreement, and thereafter will be as determined by the Board of Directors of
TSI.
2.2 If the profits before taxes for TSI's full fiscal year, based
on TSI's audited financial statements, exceed Six Hundred Thousand Dollars
($600,000), TSI will pay the Employee a one-time bonus equal to Fifteen Thousand
Dollars ($15,000) plus five percent of all profits before taxes in excess of Six
Hundred Thousand Dollars ($600,000). If the profits before taxes for TSI's full
fiscal year, based on TSI's audited financial statements, exceed Eight Hundred
Thousand Dollars ($800,000), TSI will pay the Employee an additional Fifteen
Thousand Dollars ($15,000). For purposes of this bonus calculation, the amount
of this bonus will not be considered as an expense which reduces profits.
If revenues as for TSI 's full fiscal year, based on TSI's
audited financial statements, exceed Ten Million Dollars ($10, 000,000), TSI
will pay the Employee a one-time bonus equal to one percent of all revenues in
excess of Ten Million Dollars ($10,000,000).
3. Benefits.
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3.1 The Employee shall be entitled to participate on the same
basis, subject to the same qualifications as other TSI employees and pursuant to
TSI's then prevailing policies, in any group medical, hospitalization, or other
fringe benefit plans in effect with respect to employees of TSI in general but
not including any group profit sharing or other profit-based incentive program.
3.2 The Employee shall be entitled to the same number of paid
holidays per year as set forth by TSI for its employees in general plus twenty
(20) paid vacation days to be scheduled by the mutual agreement of the parties.
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4. Employments Guidelines. The Employee agrees to at all times be bound
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by and adhere to the Employment Guidelines attached hereto and incorporated
herein, and to use her best efforts to protect the proprietary and confidential
materials and information of TSI and of TSI's clients, including valuable trade
secrets.
5. Termination.
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5.1 This agreement shall terminate and all payments due hereunder
shall cease, except to the extent accrued, upon death of the Employee, without
further act of TSI.
5.2 TSI shall have the right to terminate this Agreement and any
payments due hereunder upon prior written notice to the Employee, if a licensed
physician employed by the Board of Directors of TSI, shall determine that the
Employee, by reason of physical or mental disability (excluding infrequent and
temporary absences due to ordinary transitory illness) shall be unable to
perform the services required of her hereunder for more than three consecutive
months or an aggregate of six months during any twelve-month period.
5.3 TSI shall have the right to terminate this Agreement, without
further compensation, upon prior written notice to the Employee, in the event of
a breach of the terms hereof by the Employee or if, in the opinion of the board
of Directors of TSI, the Employee is guilty of willful misconduct, gross
negligence, gross insubordination, or causes disrepute, or otherwise for good
cause.
5.4 TSI shall have the right to terminate this Agreement, for
convenience, at the discretion of the Board of Directors. If such termination
occurs, the Employee will receive a severance compensation of six months' annual
salary, as specified in paragraph 2.1, and six months' continuance of eligible
benefits and shall be entitled to no other payment or benefit from TSI.
5.5 Upon termination or expiration of this Agreement, irrespective
of the reason therefore, the Employee shall promptly turn over to TSI all
proprietary and confidential materials of the kind referred to in Section 4 and
all tangible forms of the Employee's work
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product (including work files) without retaining any copies or duplicates
thereof, except as to which TSI may in writing give permission.
6. Negative Covenant.
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6.1 The Employee agrees that during the term of this Agreement
(including any renewal terms hereunder) and for a period of one (1) year
following the termination of this Agreement, she will not, directly or
indirectly, own, operate, manage, join, control, or participate in the
ownership, management, operation or control of, or be connected with as a
partner, stockholder, director, officer, agent, employee, or consultant, any
business, firm, or corporation which engages in the sale of products which are
directly competitive with TSI in the territories TSI serves; provided, however,
that nothing in this Section 6.1. shall bar the acquisition of any publicly
traded securities which do not confer upon the Employee the right to control or
influence the policy of the issuer.
6.2 The Employee further agrees that for a period of one (1) year
following the termination of this Agreement, she will not, without the prior
written consent of TSI, (a) solicit for employment any of the staff of TSI or of
TSI's customers, or (b) solicit the business of TSI's customers.
7. Remedies. The parties hereto recognize that, in the event of any
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breach by the Employee of the provisions of Sections 4, 5 or 6 hereof, damages
may be difficult, if not impossible, to ascertain and it is therefore agreed
that TSI, in addition to and without limiting any other remedy it might have
under this Employment Contract, or at law or in equity, shall be entitled to an
injunction against the Employee issued by any court of competent jurisdiction
enjoining any such breach. The Employee agrees to reimburse TSI for all out-of-
pocket costs and expenses, including reasonable attorney's fees, incurred by TSI
by reason of any such breach; provided, however, that if a court of competent
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jurisdiction in any action wherein TSI is the claimant with respect to such
breach shall determine that no such breach occurred or is likely, and if any
appeal therefor be taken by TSI where such determination shall be fully and
finally upheld, TSI shall reimburse the Employee for all out-of-pocket costs and
expenses,
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including reasonable attorney's fees, incurred by the Employee by reason of such
action and any appeal.
8. Representation and Warranty. Employee represents and warrants that she
is not now and was not on the date of commencement of this Agreement a party to
any agreement, contract or understanding, whether of employment or otherwise,
which would in any way restrict or prohibit her from undertaking or performing
employment in accordance with the terms and conditions of this Agreement.
9. Miscellaneous.
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9.1 Should any provision or part of this Employment Contract be
declared void or unenforceable by any court or administrative body of competent
jurisdiction, such provisions or part shall be deemed severable and, without
further action by the parties to this Agreement, shall be severed from the
remainder of this Agreement which shall continue in all respects valid and
enforceable.
9.2 Any notices or communications hereunder shall be in writing and
shall be personally delivered or sent by registered or certified mail to the
addresses specified herein or, after proper notice, to such addresses as the
parties may specify.
9.3 Any notices or communications hereunder shall be in writing and
shall be personally delivered or sent by registered or certified mail to the
addresses specified herein or, after proper notice, to such addresses as the
parties may specify.
9.3 This Agreement shall be binding upon and inure to the benefit of
TSI, its successors or assigns, or any corporation which acquires all or
substantially all of its assets. This agreement is personal as to the Employee
and shall not be assignable by the Employee.
9.4 This Agreement constitutes the entire understanding of the
parties hereto with respect to the Employee's employment and her compensation
therefor and supersedes any
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prior agreements and understanding between the parties concerning employment or
compensation.
9.5 This Agreement shall be governed by and construed under the laws
of the State of Connecticut.
9.6 The captions appearing in this Agreement appear as a matter of
convenience only and in no way define or limit the scope and intent of any of
the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
For TSI For the Employee:
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
By: /s/ Xxxxxx Xxxx By: /s/ Xxxxxxxxx Xxxxxx
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Typed Name: Xxxxxx X. Xxxx Type Name: Xxxxxxxxx X. Xxxxxx
Chairman, Compensation Address:
Committee --------------------------
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Date:
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