Exhibit 10.1
EXECUTIVE EMPLOYMENT
AGREEMENT
This Agreement is made as of the
latest date indicated below between Mastech, Inc., a Pennsylvania
corporation (hereinafter called the “Company”) and the
undersigned employee, Steven C. Wolfe. (hereinafter called the
“Executive”).
WHEREAS, this Agreement is a term
and condition of Executive’s employment and is made in
consideration for employment, wages and benefits offered to
Executive contemporaneously with this Agreement; and
WHEREAS, this Agreement is necessary
for the protection of the legitimate and protectible business
interests of Company and its Affiliates (as hereinafter defined) in
their customers, prospective customers, accounts and confidential,
proprietary and trade secret information.
NOW THEREFORE, for the consideration
set forth herein, the receipt and sufficiency of which are
acknowledged by the parties, and intending to be legally bound
hereby, Company and Executive agree as follows:
1. DEFINITIONS . As used
herein:
(a) “Affiliate” shall
mean and include Parent and any corporation, trade or business
which is, as of the date of this Agreement, with Company, part of a
group of corporations, trades or businesses connected through
common ownership with Parent, where more than 50% of the stock or
other equity interests of each member of the group (other than
Parent) are owned, directly or indirectly, by one or more other
members of the group.
(b) “Confidential
Information” shall include, but is not necessarily limited
to, any information which may include, in whole or part,
information concerning Company’s and its Affiliates’
accounts, sales, sales volume, sales methods, sales proposals,
customers or prospective customers, prospect lists, manuals,
formulae, products, processes, methods, financial information or
data, compositions, ideas, improvements, inventions, research,
computer programs, computer related information or data, system
documentation, software products, patented products, copyrighted
information, know how and operating methods and any other trade
secret or proprietary information belonging to Company or any
Affiliate or relating to Company’s or any Affiliate’s
affairs that is not public information.
(c) “Customer(s)” shall
mean any individual, corporation, partnership, business or other
entity, whether for-profit or not-for-profit (i) whose
existence and business is known to Executive as a result of
Executive’s access to Company’s and its
Affiliates’ business information, Confidential Information,
customer lists or customer account information; (ii) that is a
business entity or individual with whom Company or any Affiliate
has contracted or negotiated during the one (1) year period
preceding the termination of Executive’s employment; or
(iii) who is or becomes a prospective client, customer or
acquisition candidate of Company or any Affiliate during the period
of Executive’s employment.
(d) “Competing Business”
shall mean any individual, corporation, partnership, business or
other entity which operates or attempts to operate a business which
provides, designs,
develops, markets, engages in, produces or sells
any products, services, or businesses which are the same or similar
to those produced, marketed, invested in or sold by Company or any
Affiliate.
(e) “Parent” shall mean
Mastech Holdings, Inc. or any successor.
2. DUTIES . Executive, who is
employed in the position set forth on Schedule A hereof as of the
date of this Agreement, agrees to be responsible for such duties as
are commensurate with and required by such position and any other
duties as may be assigned to Executive by Company from time to
time. Executive further agrees to perform Executive’s duties
in a diligent, trustworthy, loyal, businesslike, productive, and
efficient manner and to use Executive’s best efforts to
advance the business and goodwill of Company and its Affiliates.
Executive further agrees to devote all of Executive’s
business time, skill, energy and attention exclusively to the
business of Company and to comply with all rules, regulations and
procedures of Company. During the term of this Agreement, Executive
will not engage in any other business for Executive’s own
account or accept any employment from any other business entity, or
render any services, give any advice or serve in a consulting
capacity, whether gratuitously or otherwise, to or for any other
person, firm or corporation, other than as a volunteer for
charitable organizations, without the prior written approval of
Company, which shall not be unreasonably withheld.
3. COMPENSATION .
Executive’s compensation as of the date of this Agreement is
as set forth on Schedule A hereto. Said compensation is subject to
being reviewed and modified as of January 1, 2010 and annually
thereafter by the Company. Company shall be entitled to withhold
from any payments to Executive pursuant to the provisions of this
Agreement any amounts required by any applicable taxing or other
authority, or any amounts payable by Executive to Company or any
Affiliate (including, without limitation, repayment of any amount
loaned to Executive by Company or any Affiliate).
4. BENEFITS . Executive is
eligible for the standard Company benefits, which may be modified
by Company at any time or from time to time in accordance with the
terms of Company’s applicable benefit plans and policies.
Executive shall also be entitled to reimbursement of
business-related expenses in accordance with Company’s
standard policies concerning reimbursement of such
expenses.
5. POLICIES AND PRACTICES .
Executive agrees to abide by all Company rules, regulations,
policies, practices and procedures, which Company may amend from
time to time.
6. AGREEMENT NOT TO COMPETE .
In order to protect the business interests and good will of Company
and its Affiliates with respect to Customers and accounts, and to
protect Confidential Information, Executive covenants and agrees
that for the entire period of time that this Agreement remains in
effect, and for a period of one (1) year after termination of
Executive’s employment for any reason, Executive will
not:
(a) directly or indirectly contact
any Customer for the purpose of soliciting such Customer to
purchase, lease or license a product or service that is the same
as, similar to, or in competition with those products and/or
services made, rendered, offered or under development by Company or
any Affiliate;
(b) directly or indirectly employ,
or knowingly permit any company or business directly or indirectly
controlled by Executive to employ any person who is employed by
Company or any Affiliate at any time during the term of this
Agreement, or in any manner facilitate the leaving of any such
person from his or her employment with Company or any
Affiliate;
(c) directly or indirectly interfere
with or attempt to disrupt the relationship, contractual or
otherwise, between Company or any Affiliate and any of its
employees or solicit, induce, or attempt to induce employees of
Company or any Affiliate to terminate employment with Company or
Affiliate and become self-employed or employed with others in the
same or similar business or any product line or service provided by
Company or any Affiliate; or
(d) directly or indirectly engage in
any activity or business as a consultant, independent contractor,
agent, employee, officer, partner, director or otherwise, alone or
in association with any other person, corporation or other entity,
in any Competing Business operating within the United States or any
other country where the Executive has worked and/or conducted
business for Company and its Affiliates within the one
(1) year period prior to the termination of Executive’s
employment.
Executive acknowledges that Company
and its Affiliates are engaged in business throughout the United
States, as well as in other countries and that the marketplace for
Company’s and its Affiliates’ products and services is
worldwide. Executive further covenants and agrees that the
geographic, length of term and types of activities restrictions
(non-competition restrictions) contained in this Agreement are
reasonable and necessary to protect the legitimate business
interests of Company and its Affiliates because of the scope of
Company’s and the Affiliates’ businesses.
In the event that a court of
competent jurisdiction shall determine that one or more of the
provisions of this Paragraph 6 is so broad as to be unenforceable,
then such provision shall be deemed to be reduced in scope or
length, as the case may be, to the extent required to make this
Paragraph enforceable. If the Executive violates the provisions of
this Paragraph 6, the periods described therein shall be extended
by that number of days which equals the aggregate of all days
during which at any time any such violations occurred. Executive
acknowledges that the offer of employment by Company, or any other
consideration offered for signing this agreement, is sufficient
consideration for Executive’s agreement to the restrictive
covenants set forth in this Paragraph 6, and that each Affiliate is
an intended third-party beneficiary of such covenants with a
separate and independent right to enforce the same. Executive
agrees that Executive’s signing of an Employment Agreement
containing the restrictive covenants set forth herein was a
condition precedent to Executive’s continued employment with
Company.
7. NONDISCLOSURE AND NONUSE OF
CONFIDENTIAL INFORMATION . The Executive covenants and agrees
during Executive’s employment or any time after the
termination of such employment, not to communicate or divulge to
any person, firm, corporation or business entity, either directly
or indirectly, and to hold in strict confidence for the benefit
of
Company, all Confidential Information except
that Executive may disclose such Information to persons, firms or
corporations who need to know such Information during the course
and within the scope of Executive’s employment. Executive
will not use any Confidential Information for any purpose or for
Executive’s personal benefit other than in the course and
within the scope of Executive’s employment. Executive agrees
to sign and abide by the terms and conditions of Company’s
Confidential Information and Intellectual Property Protection
Agreement, a copy of which is attached hereto as Schedule B and
incorporated as though fully set forth herein.
8. TERMINATION . This
Agreement may be terminated by either party with or without Cause
under the following conditions:
(a) With Cause Termination .
Executive may be terminated from employment with
“Cause.” “Cause” shall mean (i) gross
negligence or willful misconduct in the performance of duties to
the Company that has resulted or is likely to result in substantial
and material damage to the Company, (ii) repeated unexplained
or unjustified absence from the Company, (iii) a material and
willful violation of any federal or state law, (iv) commission
of any act of fraud with respect to the Company, or
(v) conviction of a felony or a crime involving moral
turpitude causing material harm to the standing and reputation of
the Company, in each case as determined in good faith by the Board
of Directors of the Company or engaging in conduct which brings the
Company or any Affiliate into public disgrace or disrepute; or
(v) substantial or continued unwillingness to perform duties
as reasonably directed by the Company’s Board of Directors or
Chief Executive Officer, or (vi) any material breach of
Executive’s Confidential Information and Intellectual
Property Protection Agreement. In the event that Executive is
terminated with “Cause,” Company may immediately cease
payment of any further wages, benefits or other compensation
hereunder. Executive acknowledges that Executive has continuing
obligations under this Agreement including, but not limited to
Paragraphs 6 and 7, in the event that Executive is terminated with
Cause. Executive agrees to provide Company with thirty
(30) days notice should Executive voluntarily decide to
separate from Executive’s employment.
(b) Without Cause . In the
event that Executive’s employment is terminated without Cause
Executive will be entitled to the following.
(1) Six (6) months of
Executive’s last monthly base salary, as set forth in
Attachment A, less appropriate deductions, payable following
Executive’s termination of employment in accordance with the
Company’s regular payroll practices (“Severance
Pay”).
Severance Pay will be treated as
amounts paid under the Company’s generally applicable
severance pay policy (“Severance Policy”) as in effect
from time to time to the
