EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 7th day of November, 1997 by and
between Esquire Communications Ltd., a Delaware corporation, with offices at ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Corporation") and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, residing at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Employee").
W I T N E S S E T H :
WHEREAS, in order to induce the Corporation to acquire a corporation
(the "Seller") owned in part by the Employee, the Employee has agreed to enter
into this Agreement; and
WHEREAS, the Corporation desires to employ the Employee and the
Employee desires to accept such employment upon the terms and conditions
contained in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. TERM OF EMPLOYMENT
Subject to the terms and conditions set forth in this Agreement, the
Corporation hereby agrees to employ the Employee, and the Employee accepts such
employment, as an employee of the Corporation for the period beginning on the
date hereof and continuing for a period of three years or until earlier
terminated as provided herein.
2. DUTIES
2.1. The Employee shall perform such duties and discharge such
responsibilities as the Chief Executive Officer of the Corporation shall from
time to time direct. The Employee agrees to perform such duties and discharge
such responsibilities in a faithful manner and to the best of her ability. The
Employee agrees to devote her full business time and attention to the business
and affairs of the Corporation and its subsidiaries and to use her best efforts
to promote the interest of the Corporation and its subsidiaries. The Employee
shall not be required to relocate outside of the Philadelphia metropolitan area.
The Employee further agrees that she will not engage in any outside business
concerns or activities, without the written consent of the Corporation's Chief
Executive Officer; provided, however, Employee may engage in personal investment
activities as long as they do not interfere with the performance of her duties
hereunder.
2.2. The Chief Executive Officer of the Corporation reserves the right
from time to time to assign to the Employee additional duties and
responsibilities and to delegate to other employees of the Corporation duties
and responsibilities normally discharged by the Employee. All such assignments
and delegations of duties and responsibilities shall be made by either of them
in good faith and shall not materially affect the general character of the work
to be performed by the Employee. The Employee shall hold such officerships in
the Corporation and any subsidiary to which, from time to time, she may be
appointed during the term of this Agreement.
3. COMPENSATION
So long as the Employee is employed by the Corporation, the
Corporation agrees that:
3.1. The Employee shall receive an annual base salary at the rate of
$135,000 per annum, payable in accordance with the Corporation's normal payroll
practices. The Corporation shall deduct or withhold from such payments, and from
all other payments made to the Employee pursuant to this Agreement, all amounts
which may be required to be deducted or withheld under any applicable law now in
effect or which may become effective during the term of this Agreement
(including but not limited to Social Security contributions and income tax
withholdings). Any salary to be paid to the Employee hereunder may be paid by
subsidiaries of the Corporation, and not by the Corporation, in such proportion
as shall be allocated among them by the Corporation and such subsidiary.
3.2. The Employee shall be entitled to participate in, and receive
benefits from, any medical and disability plan of the Corporation or any
subsidiary which may be in effect at any time during the course of her
employment by the Corporation and which shall be generally available to the
Employee on terms no less favorable than to other employees of the Corporation
or its subsidiaries.
3.3. The Employee shall be entitled to a performance bonus of up to
50% of her annual salary, payable within 90 days after the end of the
Corporation's fiscal year, upon the achievement of financial and operating
objectives to be agreed upon by the Employee and the Corporation; provided,
however, that for the first year of her employment, Employee shall receive a
minimum bonus of at least $60,000.
4. REIMBURSEMENT FOR EXPENSES
The Corporation or its subsidiaries shall reimburse the Employee for
expenses which the Employee may from time to time reasonably incur on behalf of
and at the request of the Corporation in the performance of her responsibilities
and duties under this Agreement, provided that the Employee shall be required to
account to the Corporation for such expenses in the manner prescribed by the
Corporation.
5. TERMINATION OF EMPLOYMENT BY REASON OF DEATH
If the Employee shall die during the term of this Agreement, this
Agreement shall terminate automatically as of the date of her death and the
Corporation shall pay to the Employee's legal representatives the compensation
which would otherwise be payable to the Employee up to the end of the month in
which her death occurs and no more; provided, however, that if death of the
Employee shall occur during the first year of this Agreement, then the
Corporation shall pay to the Employee's legal representative one year's salary
and any accrued bonus, less any salary previously paid to the Employee through
the date of her death.
6. TERMINATION OF EMPLOYMENT BY REASON OF DISABILITY
If the Employee shall become temporarily disabled during the term of
this Agreement, all of the Employee's rights under this Agreement shall continue
until such time as the Employee either returns to work or is deemed "permanently
disabled" (as hereinafter defined in Section 6.1).
6.1. If the Employee shall be deemed permanently disabled, the
Employee's employment shall immediately terminate at such time that the Employee
is deemed to be permanently disabled. The Employee shall be deemed permanently
disabled for purposes of this Agreement if, in the opinion of a licensed
physician (mutually satisfactory to the Corporation and the Employee), based on
an examination of the Employee (such examination to be paid by the Corporation),
the Employee has become physically or mentally disabled such that she cannot
perform her assigned duties and: (i) in the opinion of the Chief Executive
Officer, the Employee is unable to render full-time service to the Corporation
pursuant to the terms of this Agreement for three consecutive months, or (ii) in
the opinion of the Chief Executive Officer, the Employee is unable to render
full-time service to the Corporation pursuant to the terms of this Agreement for
four months out of any twelve consecutive month period.
6.2. Notwithstanding the above, if termination of the Employee for
disability shall occur during the first year of the Agreement, then the
Corporation shall pay to the Employee's legal representative one year's salary
and any accrued bonus, less any salary previously paid to the Employee up to the
date of her disability.
7. TERMINATION OF EMPLOYMENT FOR CAUSE
Except as provided in Sections 5 and 6 hereof, the Corporation may
only terminate the Employee's employment for cause as provided in this Section
7. The Corporation may terminate the Employee's employment in the event that the
Employee shall do or cause to be done any act which constitutes "cause" (as
hereinafter defined) for termination. For purposes of this Agreement, "cause"
shall be deemed to mean (i) a material breach by the Employee of this Agreement,
(ii) material neglect or refusal to attend to the material duties assigned to
her by the Chief Executive Officer of the Corporation, (iii) gross negligence or
willful misconduct in the performance of her duties which results in harm to the
Corporation, (iv) dishonesty to the Corporation (including, without limitation,
conviction of a crime in any court which could have the effect of causing the
termination or suspension of any license which the Corporation holds), or (v)
conviction of a felony or excessive absenteeism not related to disability. In
the case of conduct described in clauses (i), (ii) or (iii) above, such conduct
shall not enable the Corporation to terminate this Agreement for cause unless
(A) the Board of Directors of the Corporation shall have given the Employee
notice setting forth (x) the conduct deemed to constitute cause and (y) a
reasonable time (not less than 5 days) within which the Employee may remedy the
breach and (B) the Employee shall not have remedied such breach within the
reasonable time specified by the Board of Directors. Should the Employee's
employment be terminated by the Corporation for cause, the Corporation's only
obligation shall be to pay the Employee her salary and accrued bonuses and other
compensation under Sections 3.1 and 3.2 of this Agreement which has accrued as
of the date of such termination. Nothing contained in this Article 7 shall in
any way waive, restrict or prejudice the Corporation's rights and remedies in
equity and at law against the Employee with respect to the matter for which the
Employee's employment under this Agreement is terminated for cause.
Notwithstanding the above, if termination of the Employee for cause shall occur
during the first year of this Agreement, then the Corporation shall pay to the
Employee one year's salary and accrued bonus, less any salary previously paid to
the date of termination of the Employee.
8. CONFIDENTIALITY
During the course of her employment as an employee of the Corporation,
the Employee has had, and will have, access to and will gain knowledge with
respect to all of the lines of business of the Corporation, including service
information, information concerning customers, court reporters, and other
valuable information relating to the development, marketing and sale of services
of the Corporation ("Confidential Information"). The parties also agree that
covenants by the Employee not to make unauthorized disclosures of the
Confidential Information and not to use the Confidential Information after the
termination of the Employee's employment with the Corporation in a business in
competition with that of the Corporation are essential to the growth and
stability of the business of the Corporation. Accordingly, Employee agrees that,
except as required by her duties under this Agreement, she shall not take, use,
or disclose to anyone in documentary form or through electronic media or
otherwise, at any time during or after the term of this Agreement, any
Confidential Information obtained by her in the course of her employment with
the Corporation. Employee's covenants contained in this Section 8 shall not
apply to any information which (i) is in the public domain through no wrongful
act of the Employee, (ii) has been rightfully received from a third party
without restriction or breach hereof or (iii) is required to be disclosed by
law.
9. NON-COMPETITION
9.1. During the term of this Agreement and for a period of 24 months
from the date of the termination of this Agreement in accordance with its terms,
the Employee agrees that she shall not directly or indirectly, within a radius
of 100 miles of metropolitan Philadelphia, Pennsylvania (the "Territory"), (i)
engage in any business the same as or similar to, or engage in competition with,
the business heretofore or presently engaged in by the Corporation, (ii) render
services to or have any interest, as a shareholder, owner, agent, consultant,
lender or guarantor or any other interest, in any other person engaged in the
rendering of services, which are currently being rendered by the Corporation, or
similar services, or (iii) engage in competition with, or sell, services as are
referred to in clause (ii) of this paragraph; provided, however, that the
foregoing shall not be deemed to prevent the Employee from (x) investing in
securities if such class of securities in which the investment is so made is
listed on a national securities exchange, is issued by a company registered
under Section 12(g) of the Securities Exchange Act of 1934 or is traded on the
Nasdaq Stock Market or over-the-counter, so long as such investment holdings do
not, in the aggregate, constitute more than 5% of the voting stock of any
company's securities or (y) owning any stock of Esquire Communications Ltd. or
any subsidiary thereof.
9.2. During the term of this Agreement and for a period of 24 months
from the date of termination of this Agreement in accordance with its terms, the
Employee agrees that she shall not, directly or indirectly, (i) hire, offer to
hire, entice away, retain, employ or solicit or attempt to solicit (either for
herself or as agent for another) for employment or induce, persuade or encourage
any person to leave the Corporation's employ who, prior to the date hereof was,
or during such 24 month period will be, employed or retained by the Corporation
or Seller as a consultant, independent contractor, reporter, agent, employee or
otherwise or (ii) divert or attempt to divert from the Corporation any business
whatsoever by influencing or attempting to influence any client or supplier of
the Corporation.
9.3. The Employee acknowledges and agrees that the foregoing
territorial and time limitations and restrictive covenants are reasonable and
properly required for the adequate protection of the business and affairs of the
Corporation, and in the event any such territorial or time limitation is found
to be unreasonable by a court of competent jurisdiction, the Employee agrees and
submits to the reduction of either said territorial or time limitation or both,
to such an area or period as the court may determine to be reasonable.
10. RIGHTS TO DISCOVERIES
The Employee agrees that all ideas, inventions, trademarks and other
developments or improvements conceived, developed or acquired by the Employee
during the term of this Agreement, whether or not during working hours, at the
premises of the Corporation or elsewhere, alone or with others, that are within
the scope of the Corporation's business operations or that relate to any work or
projects of the Corporation shall be the sole and exclusive property of the
Corporation. For purposes of this Section 10, the scope of the Corporation's
business is expressly limited to court reporting and the preparation of
transcripts of depositions, meetings, hearings and trials. The Employee agrees
to disclose promptly and fully to the Corporation all such ideas, inventions,
trademarks or other developments and, at the request of the Corporation, the
Employee shall submit to the Corporation a full written report thereof
regardless of whether the request for a written report is made after the
termination of this Agreement. The Employee agrees that during the term of this
Agreement and thereafter, upon the request of the Corporation and at its
expense, she shall execute and deliver any and all applications, assignments and
other instruments which the Corporation shall deem necessary or advisable to
transfer to and vest in the Corporation the Employee's entire right, title and
interest in and to all such ideas, inventions, trademarks or other developments
and to apply for and to obtain patents or copyrights for any such patentable or
copyrightable ideas, inventions, trademarks and other developments.
11. NOTICES
All notices and other communications given pursuant to this Agreement
shall be deemed to have been properly given or delivered at the time when hand
delivered, when received if sent by telecopier or by same day or overnight
recognized commercial courier service, or three days after being mailed, by
certified mail, postage prepaid, addressed to the appropriate party, at the
address for such party set forth at the beginning of this Agreement. Any party
may from time to time designate by written notice given pursuant to this Article
11 any other address or party to which any such notice or communication or
copies thereof shall be sent.
12. EQUITABLE RELIEF
The Employee acknowledges that the Corporation will suffer
damages incapable of ascertainment in the event that any of the provisions of
Articles 8, 9 or 10 hereof are breached and that the Corporation will be
irreparably damaged in the event that the provisions of Articles 8, 9 or 10 are
not enforced. Therefore, should any dispute arise with respect to the breach or
threatened breach of Articles 8, 9 or 10 of this Agreement, the Employee agrees
and consents, that in addition to any and all other remedies available to the
Corporation, an injunction or restraining order or other equitable relief may be
issued or ordered by a court of competent jurisdiction restraining any breach or
threatened breach of Articles 8, 9 or 10 of this Agreement. The Employee agrees
not to assert in any such action that an adequate remedy exists at law. All
expenses, including, without limitation, attorney's fees and expenses incurred
in connection with any legal proceeding arising as a result of a breach or
threatened breach of Articles 8, 9 or 10 of this Agreement shall be borne by the
losing party to the fullest extent permitted by law and the losing party hereby
agrees to indemnify and hold the other party harmless from and against all such
expenses.
13. MISCELLANEOUS
This Agreement shall be governed by the internal domestic laws of the
Commonwealth of Pennsylvania without reference to conflict of laws principles.
This Agreement shall be binding upon and inure to the benefit of the legal
representatives, successors and assigns of the parties hereto (provided,
however, that the Employee shall not have the right to assign this Agreement in
view of its personal nature). All headings and subheadings are for convenience
only and are not of substantive effect. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior negotiations, understandings and writings (or any part
thereof) whether oral or written between the parties hereto relating to the
subject matter hereof. There are no oral agreements in connection with this
Agreement. Neither this Agreement nor any provision of this Agreement may be
waived, modified or amended orally or by any course of conduct but only by an
agreement in writing duly executed by both of the parties hereto. If any
article, section, portion, subsection or subportion of this Agreement shall be
determined to be unenforceable or invalid, then such article, section, portion,
subsection or subportion shall be modified in the letter and spirit of this
Agreement to the extent permitted by applicable law so as to be rendered valid
and any such determination shall not affect the remainder of this Agreement,
which shall be and remain binding and effective as against all parties hereto.
For purposes of this Agreement, all references to the Corporation shall include
all subsidiaries of the Corporation.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Esquire Communications Ltd.
By:/S/
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