EXHIBIT 10.18
The attached form of Consulting Agreement has been entered into
effective January 1, 1999, between registrant and each of the following
executive officers:
Xxxxxx X. Xxxxxxx, Xx.
M. Xxxxx Xxxxxxx
Xxxxxx X. Xxxxx
Xxxxxx Xxxxx
Xxxxxxx X. Xxxxxxxx
Pursuant to Instruction 2 to Item 601 of Regulation S-K, the individual
Consulting Agreements are not being filed.
CONSULTING AGREEMENT
THIS AGREEMENT is made as of _________________, by and between XXXXXX
HALF INTERNATIONAL INC. ("Company") and ___________ ("Consultant").
Whereas, Consultant currently serves as an Executive Officer of Company.
Whereas, Company wishes to make arrangements now to insure the
availability of the advice, counsel and experience of Consultant after
Consultant retires and the Company considers such services to be very
important in view of the personal service nature of the Company's business
and Consultant's vital role in helping to build such business.
NOW, THEREFORE, Company and Consultant agree as follows:
1. ENGAGEMENT. Commencing on the date of Consultant's Retirement,
Company engages Consultant and Consultant accepts such engagement during the
Consulting Period upon the terms and conditions hereinafter set forth.
Nothing herein shall in any way modify, affect or govern the terms and
conditions of Consultant's employment by the Company prior to the Consulting
Commencement Date. If Consultant's full-time employment with the Company
shall terminate prior to the Consulting Commencement Date under any
circumstances other than Consultant's Retirement, this Agreement shall
immediately terminate and be of no further force or effect.
2. SERVICES. During the Consulting Period, Consultant shall provide
advice and counsel to Company as reasonably requested from time to time.
Subject to the reasonable requirements of the engagement, Consultant may
select the time and place at which Consultant performs such services.
Company agrees that Consultant shall not be required to render more than 40
hours of services during any calendar quarter during the Consulting Period,
nor shall Consultant be required to (a) travel outside the United States, (b)
travel more than 100 miles from Consultant's home (other than to appear at
the Company's headquarters) more than once in any year, or (c) render
services during other than ordinary business hours. Consultant agrees, if
requested by the Company, to be a nominee for and, if elected, serve as a
Director of the Company. The terms of Consultant's engagement are determined
hereunder and no employee manual, policy statement or similar item issued
from time to time by Company to its employees shall constitute part of this
Agreement or modify, affect or govern the terms of the engagement of
Consultant during the Consulting Period.
3. COMPENSATION.
(a) Consultant shall be paid a monthly fee equal to 1/12 of the product
of (i) 8% and (ii) Consultant's total base salary and cash bonus with respect
to the last complete calendar year prior to the Consulting Commencement Date.
(b) Consultant shall be reimbursed, upon presentation of proper
receipts, for Consultant's reasonable business expenses related to travel
requested by Company.
(c) Any options or shares of restricted stock granted under the 1993
Incentive Plan after December 1, 1997, and held by Consultant on the
Consulting Commencement Date shall remain outstanding and shall continue to
vest in accordance with their existing terms, notwithstanding the termination
of Consultant's full-time employment by the Company that shall have occurred
on the Consulting Commencement Date.
(d) Consultant understands that, because Consultant is an independent
contractor during the Consulting Period, Company will not be withholding
taxes from payments due Consultant. Consultant agrees to pay all required
taxes, including income taxes, resulting from the engagement hereunder.
4. OWNERSHIP OF RESULTS. Any ideas, concepts, documents, written
materials or other creation of any type developed by Consultant during the
Consulting Period ("Creations"), whether or not incorporating confidential or
proprietary information or trade secrets of Company, shall be the sole and
exclusive property of Company and Consultant hereby irrevocably assigns any
and all rights thereto to Company, including, but not limited to, any
copyright interest. All Creations constitute "work for hire" within the
meaning of the U.S. copyright laws. Consultant shall, without further
compensation, execute any and all instruments and take whatever action may be
deemed necessary by Company to fully vest all rights in any Creations in
Company, including, but not limited to, cooperating with Company in the
registration of the copyright of the Creations. Consultant shall not, before
or after completion of the engagement, use any Creations for any purpose
other than the engagement. The provisions of this Section, however, shall
not apply to any Creation with respect to which applicable statute prohibits
assignment of rights by Consultant to Company.
5. USE OF NAME. Consultant hereby consents to the use and
publication, without further consideration, of his name, picture and image in
training materials and other materials relating to the business of any of the
RHI Companies, regardless of whether such use or publication is in the form
of printed matter, photographs, audio tape, video tape, computer disk,
electronic transmission, or otherwise. Such consent applies to both the use
and publication of such items during Consultant's engagement.
6. DISCLOSURE OR MISUSE OF CONFIDENTIAL INFORMATION. Consultant
shall not, at any time during the Consulting Period or thereafter, directly
or indirectly, disclose, furnish or make accessible to any person, firm,
corporation, or other entity, or make use of, any confidential information
obtained at any time from any of the RHI Companies (whether prior or
subsequent to the Consulting Commencement Date), including, without
limitation, information with respect to the name, address, contact persons or
requirements of any customer, client, applicant or employee of any of the RHI
Companies (whether having to do with temporary or permanent employment) and
information with respect to the procedures, advertising, finances,
organization, personnel, plans, objectives or strategies of the RHI
Companies). Consultant acknowledges that such information is safeguarded by
the RHI Companies as trade secrets. Upon termination of Consultant's
engagement, Consultant shall deliver to the RHI Companies all copies of all
records, manuals, training kits, and other property belonging to the RHI
Companies or used in connection with their business which may be in
Consultant's possession. The provisions of this Section shall survive
termination of either Consultant's engagement or this Agreement for any
reason.
7. RESTRICTIVE COVENANT. In consideration and view of (i) the
valuable consideration furnished to Consultant by Company engaging Consultant
and entering into this Agreement, (ii) Consultant's access to confidential
information and trade secrets of the RHI Companies and (iii) the value of
such confidential information and trade secrets to the RHI Companies, during
the period commencing on the Consulting Commencement Date and ending on the
fourth anniversary thereof, Consultant shall not render services to any other
firm, person, corporation, partnership or other entity or individual engaged
in the business of temporary, contract or permanent placement of individuals
or in the staffing services business (including, but not limited to, any
executive recruiting firm, employment agency or temporary personnel service).
The covenants of Consultant contained in this section are in addition to, and
not in amendment, modification or replacement of, any obligations of
Consultant contained in any other agreement between Consultant and Company.
8. NON-SOLICITATION OF OTHER EMPLOYEES. In consideration and view of
(i) the valuable consideration furnished to Consultant by Company engaging
Consultant and entering into this Agreement, (ii) Consultant's access to
confidential information and trade secrets of the RHI Companies, and (iii)
the value of such confidential information and trade secrets to the RHI
Companies, during the period commencing on the Consulting Commencement Date
and ending on the fourth anniversary thereof, Consultant shall not, directly
or indirectly, solicit, induce, encourage (or assist any other person, firm,
entity, business or organization in soliciting, inducing or encouraging) any
employee of any of the RHI Companies to leave the employ of the RHI
Companies. The covenants of Consultant contained in this section are in
addition to, and not in amendment, modification or replacement of, any
obligations of Consultant contained in any other agreement between Consultant
and Company.
9. INJUNCTION. In view of Consultant's access to confidential
information and trade secrets and in consideration of the value of such
property to the RHI Companies, Consultant expressly acknowledges that the
covenants set forth herein are reasonable and necessary in order to protect
and maintain the proprietary and other legitimate business interests of the
RHI Companies, and that the enforcement thereof would not prevent Consultant
from earning a livelihood. Consultant further agrees that in the event of an
actual or threatened breach by Consultant of such covenants, the RHI
Companies would be irreparably harmed and the full extent of injury resulting
therefrom would be impossible to calculate and the RHI Companies therefore
will not have an adequate remedy at law. Accordingly, Consultant agrees that
temporary and permanent injunctive relief would be appropriate remedies
against such breach, without bond or security; provided, that nothing herein
shall be construed as limiting any other legal or equitable remedies the RHI
Companies might have.
10. TERMINATION.
(a) Consultant may terminate Consultant's engagement hereunder at any
time on written notice to the Company.
(b) Company may terminate Consultant's engagement hereunder, at any time
on written notice to Consultant.
(c) If Consultant's engagement hereunder is terminated on or after the
Consulting Commencement Date and prior to the fourth anniversary of the
Consulting Commencement Date (1) by Consultant as a result of a willful and
material breach of this agreement by Company or (2) by Company other than for
Cause, Company shall continue to pay Consultant the consulting fees specified
herein until the earlier of (i) the fourth anniversary of the Consulting
Commencement Date, or (ii) any breach by Consultant of the provisions of
Sections 6, 7, or 8, hereof. In addition, effective upon the date of such
termination, (i) any unvested options granted under the 1993 Incentive Plan
subsequent to the date hereof and then held by Consultant shall vest and
shall not be subject to forfeiture, (ii) any outstanding options granted
under the 1993 Incentive Plan subsequent to the date hereof and then held by
Consultant shall remain outstanding for the full length of their original
term, and (iii) any unvested shares of restricted stock granted under the
1993 Incentive Plan subsequent to the date hereof and then held by Consultant
shall vest and shall not be forfeited.
(d) If the Consulting Period ends on the fourth anniversary of the
Consulting Commencement Date, then any outstanding options granted under the
1993 Incentive Plan subsequent to the date hereof and then held by Consultant
shall remain outstanding for the full length of their original term.
11. WAIVER. Failure of any party to insist upon strict compliance
with any of the terms, covenants and conditions hereof shall not be deemed a
waiver or relinquishment of the right to subsequently insist upon strict
compliance with such term, covenant or condition or a waiver or
relinquishment of any similar right or power hereunder at any subsequent time.
12. AMENDMENT. No provision of this Agreement may be changed or
waived except by an agreement in writing signed by the party against whom
enforcement of any such waiver or change is sought.
13. SEVERABILITY. The provisions of this Agreement are severable.
If any provision is found by any court of competent jurisdiction to be
unreasonable and invalid, that determination shall not affect the
enforceability of the other provisions. Furthermore, if any of the
restrictions against various activities is found to be unreasonable and
invalid, the court before which the matter is pending shall enforce the
restriction to the maximum extent it deems to be valid. Such restrictions
shall be considered divisible both as to time and as to geographical area,
with each month being deemed a separate period of time and each one mile
radius from any office being deemed a separate geographical area. The
restriction shall remain effective so long as the same is not unreasonable,
arbitrary or against public policy.
14. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the state of California, except with respect
to Sections 6, 7, 8 and 9, which shall be governed by and construed in
accordance with the law of the jurisdiction in which an activity in violation
thereof occurred or threatens to occur and with respect to which legal and
equitable relief is sought. In no event shall the choice of law be
predicated upon the fact that Company is incorporated or has its corporate
headquarters in a certain state.
15. ENTIRE AGREEMENT. This Agreement contains all of the agreements,
conditions, promises and covenants between the parties with respect to the
subject matter hereof and supersedes all prior or contemporaneous agreements,
representations, arrangements or understandings, whether written or oral,
with respect to the subject matter hereof.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall constitute one agreement.
17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of Company (including its direct and indirect
subsidiaries) and its successors and assigns. This Agreement may not be
assigned by Consultant.
18. THIRD PARTY BENEFICIARY. Each of the RHI Companies is a third
party beneficiary of this Agreement and each of them has the full right and
power to enforce rights, interests and obligations under this Agreement
without limitation or other restriction.
19. DEFINITIONS.
"Cause" shall mean termination by Company of Consultant's engagement by
Company by reason of (a) Consultant's willful dishonesty towards, fraud upon,
or deliberate injury or attempted injury to Company which has resulted in
material injury to Company; provided, however, that Consultant's engagement
shall not be deemed to have been terminated for "Cause" if such termination
took place as a result of any act or
omission believed by Consultant in good faith to have been in the interest of
Company, (b) violation by Consultant of the provisions of Section 6, 7, or 8
hereof or (c) repeated failure by Consultant, following written notice, to
materially perform the service obligations contained in Section 2 hereof.
"Consulting Commencement Date" shall be the date of Consultant's
Retirement.
"Consulting Period" means the period of time commencing on the
Consulting Commencement Date and ending on the earlier to occur of (a) the
fourth anniversary of the Consulting Commencement Date or (b) the date on
which this agreement is terminated in accordance with the terms hereof.
"Retirement" means any termination by Consultant of Consultant's
full-time employment with the Company on or after the later to occur of (a)
Consultant's 55th birthday, or (b) the 20th anniversary of Consultant's first
day of service with the Company as a director or full-time employee.
"RHI Companies" means the Company and its subsidiaries and affiliates.
IN WITNESS WHEREOF, the parties have set their hands hereto as of the
date first above written.
XXXXXX HALF INTERNATIONAL INC.
By __________________________
___________________________
Consultant
