EXHIBIT 10.2
------------
CONSULTING AGREEMENT
This Consulting
Agreement (the "Agreement") is entered into
effective as of this 30th day of March, 2009, among
PSQ, LLC (the
"PSQ"), General Employment Enterprises, Inc. (the
"Company"), and
Herbert F. Imhoff, Jr. (the "Consultant").
WHEREAS, the Company and
PSQ have entered into a Securities
Purchase and Tender Offer Agreement (the "Purchase
Agreement"), on the
date hereof.
WHEREAS, the Consultant
and the Company are parties to an
Employment Agreement effective as of August 1, 2001,
as amended (the
"Employment Agreement"); and
WHEREAS, contemporaneous
with and contingent upon the occurrence
of the Closing Date (as defined in the Purchase
Agreement), the
Consultant's employment with the Company will
terminate and the
parties to this Agreement now desire to enter into
this consulting
arrangement.
NOW, THEREFORE, in
consideration of the covenants and agreements
herein set forth and of the mutual benefits accruing
to the Company,
PSQ, and the Consultant from the consulting
relationship to be
established between the parties by the terms of this
Agreement, the
Company, PSQ, and the Consultant agree as follows:
1.
CONSULTING RELATIONSHIP. The Company hereby retains the
Consultant, and the Consultant hereby agrees to be
retained by the
Company, as an independent consultant, and not as an
employee.
2.
TERM. The term of this Agreement shall begin on the
Closing
Date and shall continue for three (3) years thereafter
(the "Term").
No party may terminate this Agreement prior to the
Closing Date,
except that if the Purchase Agreement terminates prior
to the Closing
Date, this Agreement shall terminate simultaneous with
the termination
of the Purchase Agreement without any action on the
part of any party
hereto, and shall thereafter be void ab initio and of
no further force
and effect. If the Closing Date occurs, after
the Closing Date, any
party may terminate this Agreement for any reason
prior to the
expiration of the Term by delivering written notice to
the other
party. In the event the Agreement is terminated
by any party for any
reason prior to the expiration of the Term, within
thirty (30) days of
such termination, the Company shall continue making
payments to the
Consultant for the remainder of the Term as set forth
in Sections 4(a)
and 5; except that, if at any time during the Term,
the Company fails
to make a monthly payment required under Section 4(a)
or Section 5 by
the latest of five (5) calendar days after (A) the
last day of the
month for which the payment is due or (B) the date the
Consultant
gives the Company notice that a monthly payment is
overdue, in which
case, the Company shall make a lump sum cash payment
to the Consultant
within thirty (30) days equal to the remaining
payments left in the
Term as set forth in Sections 4(a) and 5 in accordance
with Section
409A of the Internal Revenue Code of 1986, as amended,
and Section
1.409A-3(g) of the Treasury Regulations (or any
similar or successor
provision).
3.
CONSULTING SERVICES. The Consultant agrees that during
the
Term of this Agreement:
a. ASSISTANCE AND ADVICE. Upon the Company's
reasonable
request, the Consultant
shall assist and advise the Company with
respect to matters
related to the Consultant's areas of
responsibility at the
Company prior to the Closing Date and
provide such other
services as requested by the Company
consistent with the
nature of the duties performed by the
Consultant during his
active service with the Company. It is
anticipated that the
Consultant shall assist the Company and its
management in
maintaining the key customer relationships the
Consultant established
while serving as the Chief Executive
Officer of the
Company.
b. BOARD OF DIRECTORS. The Consultant shall
continue to
serve on the Board of
Directors of the Company for the duration
of the Term at the same
level and form of compensation and
benefits as other
outside directors of the Company, but in no
event shall the
Consultant receive less than $2,000 per month for
such services.
c. REPORTING STRUCTURE. The Consultant shall
report
directly to the
Company's Chief Executive Officer.
d. AVAILABILITY. The Consultant shall be
available to
render services to the
Company under this Agreement for not more
than forty (40) hours
during any week during the Term.
e. LOCATION OF SERVICES. Unless otherwise
mutually agreed
to by the Company and
the Consultant, the Consultant shall
provide the services
required under this Agreement at the
principal offices of the
Company in Oakbrook Terrace, Illinois,
although the
Consultant's physical presence at the principal
offices will not be
required unless the Company specifically
requests it and such
presence is reasonably necessary for the
Consultant to be able to
provide the services.
4.
COMPENSATION. The Company and the Consultant hereby agree
that:
a. ANNUAL FEE. During the Term of this Agreement,
the
Company shall pay the
Consultant at the rate of $300,000 per
year, payable in equal
monthly installments.
2
b. TERMINATION OF EMPLOYMENT AGREEMENT AND RIGHTS
TO
PAYMENTS
THEREUNDER. Contemporaneous with and contingent upon
the occurrence of the
Closing Date, the Employment Agreement
shall be terminated
without any further action and the Consultant
shall have no further
claims against the Company under the
Employment Agreement,
including, but not limited to, the right to
lump sum payment upon
the termination of Consultant's employment
with the Company and a
Gross-Up Payment under Sections 2(b) and
(c) of the Employment
Agreement, other than as set forth in this
Agreement. As a
material inducement to the Company to enter into
this Agreement and in
consideration of the rights and benefits to
be provided by the
Company to the Consultant as described herein,
the Consultant, on
behalf of himself, his representatives,
agents, estate, heirs,
successors and assigns, and with full
understanding of the
contents and legal effect of this release
and having the right and
opportunity to consult with his counsel,
releases and discharges
the Company, its shareholders, officers,
directors, employees,
agents, representatives and affiliates from
any and all claims,
actions, causes of action, grievances, suits,
charges, or complaints
of any kind or nature whatsoever, that he
had or now has, whether
fixed or contingent, liquidated or
unliquidated, known or
unknown, suspected or unsuspected, and
whether arising in tort,
contract, statute, or equity, before any
court, agency,
arbitrator, mediator, or other entity, regardless
of the relief or remedy;
provided, however, this release is not
intended to and does not
apply to any claims that may arise (i)
after the Closing Date
or (ii) in connection with the breach or
enforcement of this
Agreement. Furthermore, in consideration for
terminating employment
with the Company and terminating the
Employment Agreement,
the Company releases and discharges the
Consultant from any and
all claims, actions, causes of action,
grievances, suits,
charges, or complaints of any kind or nature
whatsoever that the
Company had or now has, whether fixed or
contingent, liquidated
or unliquidated, known or unknown,
suspected or
unsuspected, and whether arising in tort, contract,
statute, or equity,
before any court, agency, arbitrator,
mediator, or other
entity, regardless of the relief or remedy;
provided, however, this
release is not intended to and does not
apply to any claims that
may arise (i) after the Closing Date or
(ii) in connection with
the breach or enforcement of this
Agreement.
&n
