EXHIBIT 10.3
MILLBROOK PRESS
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December 12, 1996
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇▇:
Upon the terms and subject to the conditions set forth below, this letter
shall constitute the agreement pursuant to which Millbrook Press
("Millbrook") agrees to employ you as Senior Vice President, Publisher.
1. TERM OF EMPLOYMENT
1.1 TERM. Millbrook hereby employs you, and you hereby accept
employment with Millbrook, for a period of three years commencing
September 15, 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 Senior Vice President,
Publisher, 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 Chief Executive Officer 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 $125,000 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 to earn incentive
compensation equal to 5% of your annual salary in the event
Millbrook meet 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
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.
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5. STOCK OPTIONS
You may from time to time be granted stock options subsequent to January
1, 1997 solely at the discretion of the Compensation Committee of the
Board. Upon termination of your employment:
(i) by reason of death, the Option shall terminate and
be no longer exercisable;
(ii) by the Company for "cause", that Option shall terminate and
no longer be exercisable on the date you are advised by the
Board that you are being terminated for cause;
(iii) by you voluntarily, the Option shall terminate and be no
longer exercisable on the date on which you voluntarily
terminate your employ;
(iv) by the Company without cause, the options may, at your
discretion, be exercised at any time between the date you
are advised by the Board you are being terminated and the
date in which you leave the company's 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 and 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.
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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 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 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
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 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
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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 180
days after expiration or earlier termination for cause, or by you
for any 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, 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 operations 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
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engaged in any activity competitive with 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 the 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; (b) shall be terminated in the event of
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 OF 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 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 provisions of any laws applicable to
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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 TERMINATION WITHOUT CAUSE AS DEFINED HEREIN: In the event of the
termination of this Agreement by the Company for reason other than
"Cause" the Executive upon notice of termination shall be entitled
to continuation of her base salary for six months. Additionally
the Executive will be entitled to severance pay according to term
of service as outlined in the Employee handbook, the term of
service to be defined from onset of employee's service on January
1, 1990 to the end of six months notification period. Medical
coverage will continue for the six month notification period at
which point the opportunity for continued coverage will be
available in accordance to the Employee Handbook.
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 or you, at the address set forth above, and
if to Millbrook Press, ▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇, 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 or 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.
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9.4 HEADINGS. The headings and captions of the Agreement are provided
for convenience only and are intended to have no effect in
construing or interpreting this Agreement.
9.5 APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut without
giving effect to the conflict of laws principles thereunder.
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,
Millbrook Press Accepted and Agreed:
By: /s/ By: /s/
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