THE MILLBROOK PRESS INCORPORATED
▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
September 27, 1996
Mr. ▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
Upon the terms and subject to the conditions set forth below, this
letter shall constitute the agreement pursuant to which The Millbrook Press
Incorporated ("Millbrook") agrees to employ you as Chief Executive Officer.
1. TERM OF EMPLOYMENT.
1.1 TERM. Millbrook hereby employs you, and you hereby accept
employment with Millbrook, for a period of two years commencing October 7, 1996
unless sooner terminated in accordance with the provisions of Section 8 hereof.
1.2 DEFINITION. As used herein, "Employment Term" means the
entire period of your employment by Millbrook hereunder, whether for the period
provided above, or whether sooner terminated in accordance with the provisions
of Section 8 hereof.
2. DUTIES.
2.1 DESCRIPTION OF DUTIES. In your capacity as Chief Executive
Officer, you shall perform such duties and exercise such authority, consistent
with your position, as may from time to time be given to you by the Board of
Directors of Millbrook (the "Directors"). You shall have the responsibility for
the supervision of the day-to-day operations of Millbrook.
2.2 DEVOTION OF ENTIRE TIME. During the Employment Term, you
agree that you will loyally and conscientiously devote your entire productive
time, efforts, ability and attention to the duties of your office and to promote
the interests of Millbrook, and that you will not engage in any other business
duties or pursuits whatsoever. Notwithstanding any of the foregoing, you will
not be prohibited from
making passive personal investments or being involved in the private business
affairs of your immediate family to the extent that such activities do not
interfere with the performance of your duties hereunder and are not in any way
competitive with the business of Millbrook.
3. COMPENSATION.
3.1 ANNUAL SALARY. During the Employment term, you will be
compensated at a base salary at the rate of $200,000 per annum, payable in
accordance with the customary payroll policies of Millbrook; provided however,
that if, pursuant to section 8.1, 8.2, or 8.3 hereof, your employment is
terminated prior to the end of the Employment Term, you will receive the
appropriate pro rata portion of your annual salary for the period during which
you are actually employed by Millbrook.
3.2 INCENTIVE COMPENSATION. You will be eligible annually to
earn incentive compensation equal to fifteen percent (15%) of your annual salary
in the event Millbrook meets its budget which will be agreed upon each fiscal
year in advance by the Board of Directors. Such incentive compensation shall be
available only upon your completion of each full year's employment hereunder.
3.3 REIMBURSEMENT FOR BUSINESS EXPENSES. Millbrook will
reimburse you, upon presentation of proper expense statements or such other
supporting information as Millbrook may reasonably require, for your reasonable
and necessary business expenses (including, without limitation, telephone,
travel and entertainment expenses) incurred or paid by you in connection with
the performance of your duties hereunder.
4. FRINGE BENEFITS. You shall be entitled to participate on the
same basis and subject to the same qualifications as all other regular full time
executive employees of Millbrook in any fringe benefit plans Millbrook makes
available from time to time for all its employees, including those benefits
available, if any, under any vacation, retirement, disability, medical insurance
and life insurance plans as the same may be placed into effect from time to
time. In addition, you shall be entitled to participate in such other benefit
plans, if any, as Millbrook makes generally available from time to time to
members of its executive staff.
5. STOCK OPTIONS. You will be granted as of the commencement of
your employ a stock option (the "Option") to purchase 80,000 shares of
Millbrook's common stock ("Stock") upon taking of any necessary action by the
Compensation Committee of the Board. The exercise price with respect to each
share of Stock subject to the Option will be $5.00. The Option will become
exercisable as to one-half of the shares of Stock subject thereto on the first
anniversary of the date of grant, and as to an additional one-half of such
shares on the second anniversary of the date of grant.
-2-
The option will have a term of two years (the "Option Term"). Upon the
termination of your employment:
(i) by reason of death, the Option shall terminate and be no
longer exercisable;
(ii) by the Company for "cause", the Option shall terminate and
no longer be exercisable on the date you are advised by the Board that
you are being terminated for cause; or
(iii) by the Company without cause or by you voluntarily, the
Option shall terminate and be no longer exercisable, on the date you
are advised by the Board that you are being terminated, or the date on
which you voluntarily terminate your employ.
Other than as stated above, the Option will be governed by the terms
and conditions of Millbrook's Stock Option Plan and the Standard Stock Option
Agreement thereunder to be executed by you and Millbrook.
6. CONFIDENTIALITY.
6.1 TRADE SECRETS. You and Millbrook acknowledge and agree that
during the Employment Term and in the course of the discharge of your duties
hereunder, you will have access to an become acquainted with information
concerning the operation of Millbrook and other valuable information regularly
used in Millbrook's business and not generally known to others. You acknowledge
and agree that it is Millbrook's policy to maintain such information as secret
and confidential, whether relating to Millbrook's business as heretofore or
hereafter conducted, or relating to Millbrook's customers, clients, suppliers,
employees and other business associates (all such information being referred to
hereinafter as "Confidential Information"). You acknowledge and agree that all
Confidential Information is owned by Millbrook and constitutes Millbrook's trade
secrets.
6.2 NON-DISCLOSURE. You specifically agree that you shall not
use, publish, disseminate, misappropriate or otherwise disclose any Confidential
Information, whether directly or indirectly, either during the term of this
Agreement or at any other time thereafter, except as is required by law or in
the course of your employment hereunder. This provision shall not apply to
Confidential Information which becomes generally known to the public by means
other than your breach of this Section.
6.3 UNFAIR COMPETITION. You acknowledge and agree that the
sale, unauthorized use or disclosure of any Confidential Information obtained by
you
-3-
during the course of your employment under this Agreement, including but not
limited to (a) information concerning Millbrook's current, future or proposed
work, services, or products, (b) the fact that any such work, services or
products are planned, under consideration, or in production, as well as, (c) any
descriptions thereof, constitute unfair competition. You promise and agree not
to engage in any unfair competition with Millbrook, either during the term of
this Agreement or at any other time thereafter.
6.4 PRECAUTIONS; RETURN OF MATERIALS. You agree to take all
reasonable precautions to protect the integrity of all Confidential Information,
including all documents and other material entrusted to you containing or
embodying Confidential Information. You further agree that all files, records,
documents, and similar items relating to Millbrook's business, whether prepared
by you or by others, are and shall remain exclusively the property of Millbrook,
and that upon the expiration or termination of your employment hereunder you
shall return to Millbrook all such material and all copies thereof in your
possession or control.
6.5 COPYRIGHTABLE AND PATENTABLE MATERIALS. You agree that
during the Employment Term you will take any and all business developments,
opportunities and potentially profitable situations relating to Millbrook's
business to the Directors for exploitation by Millbrook. You agree promptly to
disclose to Millbrook (and only to Millbrook) any and all knowledge possessed or
acquired by you by any means whatsoever during the Employment Term which relates
in any way to any developments, concepts, ideas or innovations, whether
copyrightable or patentable or not, relating to the business of Millbrook. For
the compensation and benefits received hereunder, you hereby assign and agree to
assign to Millbrook your entire right, title and interest in and to any of the
aforedescribed materials, discoveries, developments, concepts, ideas or
innovations. All such materials, discoveries, developments, concepts, ideas and
innovations shall be the property of Millbrook, and you shall, without further
compensation, do all things necessary to enable Millbrook to perfect title in
such materials, discoveries, concepts, ideas and innovations and to obtain and
maintain effective patent or copyright protection in the United States and
foreign countries thereon, including, without limitation, rendering assistance
and executing necessary documents.
7. COMPETITIVE ACTIVITIES.
7.1 NON-COMPETITION. During the Employment Term and for a
period of two (2) years after the expiration or earlier termination thereof for
whatever reason, you shall not within the United States:
(a) Consult with, be employed by, render services to, or
engage in any business activity with (whether as owner, controller, employee,
-4-
employer, consultant, partner, officer, director, agent or otherwise) any
business or business entity competing in any way with the business of Millbrook;
(b) Without the prior written consent of the Directors,
personally solicit or cause to be solicited or authorize, directly or
indirectly, for or on behalf of yourself or any third party, any business
competitive with Millbrook, from others who are or were at any time within 12
months prior to the expiration or termination of your employment hereunder
customers, suppliers, clients, authors, agents or other business associates of
Millbrook.
7.2 SOLICITATION OF EMPLOYEES AND OTHERS. You acknowledge and
agree that Millbrook's directors, officers and employees possess special
knowledge of Millbrook's operations and are vitally important to the continued
success of Millbrook's business. You shall not, without the prior written
consent of the Directors, directly or indirectly seek to persuade any director,
officer or employee of Millbrook either to discontinue his or her position with
Millbrook or to become employed or engaged in any activity competitive with the
activities of Millbrook.
7.3 SCOPE. If any court determines that any of the covenants
set forth herein, or any part or parts thereof, is unenforceable because of the
duration or geographic scope of such provision, such court shall have the power
to reduce the duration or scope of such provision, as the case may be, and, in
its reduced form, such provision shall then be enforceable and shall be
enforced.
8. TERMINATION.
8.1 BY NOTICE OR DEATH. Prior to the end of the Employment
Term, your employment hereunder: (a) may be terminated hereunder by either party
hereto without cause upon one hundred and eighty (180) days' prior written
notice; and (b) shall be terminated in the event of your death.
8.2 PERMANENT DISABILITY. Your employment hereunder may be
terminated by Millbrook upon thirty (30) days' prior written notice to you in
the event of your permanent disability. As used herein, "permanent disability"
shall mean any illness, injury or other physical or mental disability that shall
prevent you from performing a substantial portion of your duties hereunder for
any period of either 90 consecutive days or an aggregate of 120 days during any
consecutive twelve (12) month period.
8.3 TERMINATION FOR CAUSE. Millbrook reserves the right to
terminate this Agreement at any time and without notice for "cause" as defined
below. As used in this Agreement, the term "cause" shall mean (i) the
commission by you of any act which would constitute a felony under state or
federal law, or the equivalent
-5-
under foreign law, if prosecuted; (ii) the commission by you of any act of moral
turpitude; (iii) the material breach by you of the provisions of this Agreement;
(iv) your failure or refusal to perform your obligations under this Agreement,
or other acts or omissions constituting neglect or dereliction of duties
hereunder; (v) fraud, dishonesty or other acts or omissions by you that amount
to a willful breach of your fiduciary duty to Millbrook; (vi) your personal
bankruptcy; or (vii) the happening of any other event which, under the
provisions of any laws applicable to Millbrook or its activities, disqualifies
you from acting in any or all capacities provided for herein. Millbrook may, at
its option, terminate this Agreement for the reasons stated in this Section by
giving written notice of termination to you without prejudice to any other
remedy to which Millbrook may be entitled either by law, in equity, or under
this Agreement. Upon any such termination under this Section, and upon
Millbrook's request, you agree to resign from all directorships and positions as
an executive officer you may then hold with Millbrook or any of its affiliates.
8.4 SEVERANCE PAY. Whether and to what extent you are entitled
to severance pay upon termination of your employment with Millbrook will be
determined according to Millbrook's severance policies, if any, at the time of
such termination.
9. MISCELLANEOUS.
9.1 NOTICES. Notices hereunder shall be in writing and shall be
delivered by hand or sent by registered or certified mail, return receipt
requested, if to you, at the address set forth above, and if to Millbrook Press,
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other address as to
which notice has been given in the manner herein provided.
9.2 ENTIRE AGREEMENT. This Agreement sets forth your and
Millbrook's complete understanding with respect to the matters set forth herein.
This Agreement may be modified or amended only by an agreement in writing signed
by the parties hereto.
9.3 SEVERABILITY. If any term, provision, covenant, or
condition of this Agreement, or the application thereof to any person, place or
circumstance, shall be held by a court of competent jurisdiction to be invalid,
unenforceable, or void, the remainder of this Agreement and such term,
provision, covenant, or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
9.4 HEADINGS. The headings and captions of this Agreement are
provided for convenience only and are intended to have no effect in construing
or interpreting this Agreement.
-6-
9.5 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the conflict of laws, principles thereunder.
-7-
If the foregoing accurately reflects your understanding of our
agreement and is acceptable to you, please sign the enclosed copy of this letter
and return it to the undersigned.
Very truly yours,
THE MILLBROOK PRESS INCORPORATED
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman of the
Board of Directors
Accepted and Agreed:
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------
▇▇▇▇ ▇▇▇▇▇▇
-8-
