Exhibit 10.01
During December 2001, the Registrant entered into an Employment
Agreement substantially in the form below with each of Xxxxxxx
Xxxxxxx, Xxxxx Frohnmaier, Xxxxxxx Xxxxx and Xxxx Xxxxx. The
individual agreements are not being filed pursuant to Instruction
2 to Item 601 of Regulation S-K.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into as of the ___ day of ______________, 2001 by and
between General Employment Enterprises, Inc., an Illinois
corporation (the "Company"), and _______________ ("Employee").
1. Term; Effect on Other Agreements. This Agreement sets forth
the duties and obligations of the Employee to the Company and
provides protection to the Employee in the event the Employee's
employment with the Company is terminated following a Change in Control.
(i) Term. Employee and Company understand and agree that
Employee's employment with the Company is "at will" and may be
terminated by either party at any time. No provision of this
Agreement shall give Employee any right to continue in the employ
of the Company, create any inference as to the length of
employment of Employee, affect the right of the Company to
terminate Employee's employment, with or without Cause, or give
the Employee any right to participate in any employee welfare or
benefit plan or other program of the Company.
(ii) Compensation and Benefits. Employee's compensation shall be
determined by the Company in its sole discretion from time to
time. Employee may be entitled to participate in certain plans
or programs available to executives including an executive bonus
plan covering a category of employees of which Employee is a
member.
(iii) Key Manager Plan. By entering into this agreement,
Employee hereby agrees to waive any benefits to which the
Employee may be entitled under the General Employment
Enterprises, Inc. Key Manager Plan (the "Key Manager Plan"), and
the Employee acknowledges and agrees that amounts paid under this
Agreement shall be in lieu of and offset any benefits to which
Employee may be entitled under the Key Manager Plan.
2. Confidential Information. The Employee acknowledges and
agrees that solely by virtue of his employment with the Company,
Employee has acquired and will continue to acquire special
knowledge of the Company's unique business processes and
relationships with its customers, and that, but for association
with the Company, the Employee would not have had knowledge of
such processes and relationships. The Employee agrees not to
make use of any books, records, documents, papers, software
(including but not limited to Company's Applicant Retrieval
Software, customer lists and prospective customer lists) or other
information or copies thereof which are obtained in the course of
Employee's employment with the Company which are the confidential
and proprietary information of the Company, and Employee agrees
to return to Company all such information or material at
termination of employment.
3. Noncompetition/Nonsolicitation. In consideration for the
Company's commitment to pay severance compensation to the
Employee in accordance with the terms and conditions of Section 4
hereof, and for other good and valuable consideration, the
Employee agrees that, during the time of his employment with the
Company and for a period of two years after the termination of
his employment for any reason (other than terminations by the
Employee for Good Reason, which shall be subject to the terms of
Section 5 below), he will not, directly or indirectly, except on
behalf of the Company:
(i) contact, solicit or direct any person or entity to contact
or solicit, any of the Company's customers or prospective
customers for the purpose of providing any products and/or
services provided by the Company to its customers during the term
of Employee's employment;
(ii) solicit or accept if offered to him, with or without
solicitation, on his own behalf or on behalf of any other person
or entity, the services of any person who is an employee of the
Company at the time of such solicitation or acceptance, nor
solicit any of the Company's employees to terminate employment
with the Company; or
(iii) become associated with any business, whether as an
investor (excluding investments representing less than one
percent (1%) of the common stock of a public company), lender,
owner, stockholder, officer, director, employee, agent or in any
other capacity, that is competitive in any manner with the
business of the Company.
4. Severance Following Change in Control. Following a Change
in Control, upon the termination of the Employee's employment by
the Company other than for Cause, the Employee shall be entitled
to: (a) the continuation of Employee's base salary for a period
of one year following the termination of his employment, payable
in substantially equal installments in accordance with the
Company's payroll policy from time to time in effect, and the
payment of any cash or stock bonus program in which the Employee
is participating (pursuant to the terms and conditions of such
cash or stock bonus programs) upon the date his employment is
terminated, (b) payment for any accrued but unused vacation pay
and (c) any benefits mandated under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (COBRA) or required under the
terms of any death, insurance, or retirement plan, program, or
agreement provided by the Company and to which the Company is a
party or in which the Employee is a participant, including, but
not limited to, any short-term or long-term disability plan or
program, if applicable.
5. Termination for Good Reason Following Change in Control. In
the event that Employee terminates his employment for Good Reason
following a Change in Control, the Employee shall be entitled to
the Severance payments described in Section 4 hereof.
6. Certain Definitions.
(a) Cause. For purposes of this Agreement, and as
determined by the Company's Board of Directors (the "Board") in
its good faith discretion, the Employee shall be deemed
terminated for "Cause" if the Company terminates the Employee
after the Employee:
(i) shall have been convicted of any felony or shall
have committed any other crime involving moral turpitude,
dishonesty, disloyalty, or fraud with respect to the Company
or any of its subsidiaries or any of their customers or
suppliers;
(ii) engages in repeated conduct causing the Company or
any of its subsidiaries substantial public disgrace or
disrepute or public harm, including, without limitation,
chronic drug or alcohol abuse;
(iii) substantially and repeatedly fails to perform
duties as reasonably directed by the Chief Executive Officer
of the Company;
(iv) commits any act or omission constituting gross
negligence or willful misconduct with respect to the Company
or any of its subsidiaries; or
(v) breaches this Agreement in any other material way,
which breach is not cured to the reasonable satisfaction of
the Board within fifteen (15) days after written notice
thereof to Employee.
A termination of Employee's employment for Cause shall be
effected in accordance with the following procedures. The
Company shall give the Employee written notice ("Notice of
Termination for Cause") of its intention to terminate the
Employee's employment for Cause, setting forth in reasonable
detail the Employee's specific conduct that it considers to
constitute Cause and the specific provision(s) of this Agreement
on which it relies, and stating the date, time and place of the
Board Meeting for Cause. The "Board Meeting for Cause" means a
meeting of the Board of Directors of the Company (the "Board") at
which the Employee's termination for Cause will be considered,
that takes place not less than five (5) and not more than thirty
(30) business days after the date the Employee receives the
Notice of Termination for Cause. The Employee shall be given an
opportunity, together with counsel, to be heard at the Board
Meeting for Cause. Termination for Cause shall be effective when
and if a resolution is duly adopted at the Board Meeting for
Cause by a majority vote of the entire membership of the Board,
stating that in the good faith opinion of the Board, the Employee
has conducted himself as described in the Notice of Termination
for Cause, and that such conduct constitutes Cause under this
Agreement.
(b) Change in Control. For purposes of this Agreement, a
"Change in Control" shall be deemed to have occurred if (a)(i)
the stockholders of the Company approve a definitive agreement to
merge or consolidate the Company with or into another corporation
other than a majority-owned subsidiary of the Company, or to sell
or otherwise dispose of all or substantially all of the Company's
assets, and (ii) the persons who were the members of the Board of
Directors of the Company (or those persons who are members of the
Board of Directors by or upon the recommendation of persons who
were members of the Board of Directors of the Company immediately
prior to such transaction) prior to such approval do not
represent a majority of the directors of the surviving, resulting
or acquiring entity or the parent thereof; (b) the stockholders
of the Company approve a plan of liquidation of the Company; or
(c) within any period of 24 consecutive months, persons who were
members of the Board of Directors of the Company immediately
prior to such 24-month period, together with any persons who were
first elected as directors (other than as a result of any
settlement of a proxy or consent solicitation contest or any
action taken to avoid such a contest) during such 24-month period
by or upon the recommendation of persons who were members of the
Board of Directors of the Company immediately prior to such 24-
month period and who constituted a majority of the Board of
Directors of the Company at the time of such election, cease to
constitute a majority of the Board, or (d) the Chairman of the
Board of Directors of the Company and Chief Executive Officer as
of the date of this Agreement ceases to hold such offices with
the Company or any successor entity into which the Company is
merged or consolidated.
(c) Customer. For purposes of this Agreement: (i)
"customer" is defined as any person or entity that purchased any
product and/or service from the Company within the twelve (12)
month period immediately preceding termination of his employment
and includes both (x) entities who have listed job orders with
the Company and (y) applicants who have been identified by the
Company as potential candidates for placement; and (ii)
"prospective customer" is defined as any person or entity
contacted or solicited by the Company (whether directly or
indirectly) or who contacted the Company (whether directly or
indirectly) within the twelve (12) month period immediately
preceding termination of Employee's employment for the purpose of
having such persons or entities (whether employer or applicant)
become a customer of the Company.
(d) Good Reason. For purposes of this Agreement, "Good
Reason" means:
(i) the assignment to the Employee of any duties
materially inconsistent in any respect with Employee's
current duties, or any other action by the Company that
results in a material diminution in the Employee's position,
authority, duties or responsibilities, other than an
isolated, insubstantial and inadvertent action that is not
taken in bad faith and is remedied by the Company after
receipt of notice thereof from the Employee;
(ii) a material reduction in Employee's base salary or
other benefits, other than in connection with a reduction in
the base salary or other benefits for all of the senior
management employees of the Company in approximately the
same percentage reduction; or
(iii) the requirement by the Company without the
Employee's consent that the Employee's services be performed
primarily at a location outside the Chicago metropolitan
area.
7. Remedies. It is agreed that any material breach of any
of the covenants contained in Paragraph 3 hereof will result in
irreparable harm and continuing damages to the Company and its
business and that the Company's remedy at law for any such breach
will be inadequate and, accordingly, in addition to any and all
other remedies that may be available to the Company, any court of
competent jurisdiction may issue a decree of specific performance
or issue a temporary and permanent injunction, without the
necessity of the Company posting bond or furnishing other
security and without proving special damages or irreparable
injury, enjoining and restricting a material breach of any such
covenant.
8. Governing Law. This Agreement will be governed and
construed in accordance with the laws of the State of Illinois,
including the internal conflicts of law. The parties agree and
consent to submit to personal jurisdiction in the State of
Illinois in any state or federal court of competent subject
matter jurisdiction situated in Xxxx County, Illinois.
9. Modifications. This Agreement shall supersede all previous
agreements, if any, between the Employee and the Company
governing Employee's terms and conditions of employment and may
not be modified except by written agreement between Employee and
the Chief Executive Officer of the Company. If any provision of
this Agreement is deemed by court of law to be invalid or
unenforceable, in whole or in part, such determination shall not
affect or impair the validity or enforceability of any other
provision of this agreement.
In witness whereof, the parties have executed this Agreement
on the day and year first above written.
General Employment Enterprises, Inc.
By:
Employee Name:
Title:
