EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(this “ Agreement
”), is entered into as of July 16 th ,
2009, by and between Midas Medici Group Holdings, Inc., a Delaware
corporation (the “ Company ”), and Nana Baffour
(the “ Executive ”).
WHEREAS , Company desires to employ Executive, and
Executive desires to be employed by Company, upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE , in consideration of the covenants herein
contained, and other good and valuable consideration, the receipt
and adequacy of which are hereby forever acknowledged, the parties,
with the intent of being legally bound hereby, agree as
follows:
1.
Term . The term of this Agreement shall
commence on the date hereof (the “ Effective Date
”) and shall end on the date which is the fifth anniversary
of the Effective Date unless Executive’s employment is
terminated earlier in accordance with this Agreement (the “
Initial Term ”); provided, however, that the term of
this Agreement shall automatically be extended beyond the Initial
Term for additional one year periods, effective upon the fifth
anniversary of the Effective Date (the “ Renewal Term
”), unless either party notifies the other by a date which is
ninety (90) days prior to the expiration of the Initial Term that
such party desires not to extend the Initial Term beyond the fifth
anniversary of the Effective Date. This Agreement shall
continue for successive one-year Renewal Terms unless and until
either party gives ninety (90) days notice to the other of its
desire not to extend further the term of this Agreement beyond the
end of the then-current Renewal Term, or this Agreement is
otherwise terminated pursuant to Section 5
hereof. The term of this Agreement, whether during the
Initial Term or any Renewal Term, shall be referred to as the
“ Term .”
2.
Position and
Responsibilities.
2.1 Position
. Executive will be employed by Company to render
services to Company in the position of Co-Executive Chairman and
Chief Executive Officer, reporting to the Company’s Board of
Directors. In that capacity, Executive shall be
responsible for Company’s long-term and short-term strategy,
which includes, but is not limited to overseeing the
Company’s operations, business activities, implementation of
its budgets, and financing strategies. Executive shall
also perform such other duties as may be consistent with
Executive’s position. Executive shall, in all
material respects, abide by all material and written Company rules,
policies, and practices as adopted or modified, from time to time,
in Company’s sole discretion; and Executive shall attempt to
use his best efforts in the performance of his duties
hereunder. Executive's principal place of business in
the performance of his duties and obligations under this Agreement
shall be in the New York City metropolitan
area. Notwithstanding the preceding sentence, Executive
will engage in such travel and spend such time in other places as
may be necessary or appropriate in furtherance of his duties
hereunder. Executive also agrees to serve such of Company’s
subsidiaries and affiliated companies in that capacity as may be
designated by the Company.
2.2 Other
Activities . While employed by Company, Executive shall devote
at least 65% of his work time to Company’s business utilizing
his substantial attention, and skill to perform his assigned
duties, services, and responsibilities hereunder, and shall act at
all times in the performance hereunder in furtherance of
Company’s business and interests. Executive shall
not, during the term of this Agreement engage, directly, in any
other business activity which materially interferes with
Executive’s duties and responsibilities hereunder or creates
a conflict of interest with Company. The foregoing
limitations shall not prohibit Executive from engaging in any
capacity in other non-competitive businesses. Company
acknowledges and agrees that Executive will from time-to-time serve
as an executive of other companies, on the boards of corporations,
advisory committees, trade organizations, philanthropic
organizations or other entities, and such activities shall not be a
breach hereunder.
2.3 No Conflict
. Executive represents and warrants that
Executive’s execution of this Agreement, Executive’s
employment with Company, and the performance of Executive’s
duties under this Agreement shall not violate any obligations
Executive may have to any other employer, person, or entity,
including but not limited to any obligations with respect to not
disclosing any proprietary or confidential information of any other
person or entity.
3.
Compensation and
Benefits.
3.1 Base Salary
. In consideration of the services to be rendered under
this Agreement, Company shall pay Executive an initial base salary
of one hundred twenty five thousand dollars ($125,000) per annum.
(“ Base Salary ”), exclusive of Business
Expenses as defined in Article 3.7, and in accordance with
Company’s standard payroll and expense reimbursement
policies. Upon the earlier to occur of (i) the first
anniversary of this Agreement, or (ii) the date on which the
Company publicly reports consolidated annual gross revenues of at
least $10,000,000, the Base Salary shall be increased to
$200,000. Upon the earlier to occur of (i) the second
anniversary of this Agreement, or (ii) the date on which the
Company publicly reports consolidated annual gross revenues of at
least $35,000,000, the Base Salary shall be increased to
$250,000. Upon the earlier to occur of (i) the third
anniversary of this Agreement, or (ii) the date on which the
Company publicly reports consolidated annual gross revenues of at
least $100,000,000, the Base Salary shall be increased to
$350,000. In addition, the Executive’s Base Salary
will be reviewed, from time to time, and may be adjusted (upward,
but not downward) at the discretion of the Board, including as a
result of performing services for Company’s subsidiaries and
affiliated companies.
3.2 Bonus
Payment . In addition to the Base Salary, Executive shall be
paid an annual cash bonus in the discretion of the Board of
Directors (the “ Bonus ”). The Bonus
shall be paid to Executive within 30 days after the end of each
anniversary of this Agreement. The amount of such Bonus
shall be targeted at 150% to 250% of Base Salary, assuming
Executive meets performance goals set by the Board of
Directors.
The target Bonus after the third
year of the Term shall be determined in good faith by the Board of
Directors, but shall in no event be less than the target Bonus for
the third year of the Term. In addition, the Executive’s
target Bonus will be reviewed, from time to time, and may be
adjusted (upward, but not downward) at the discretion of the Board,
including as a result of performing services for Company’s
subsidiaries and affiliated companies.
3.3 Bonus
Options. Executive shall be issued stock options from the
Company’s then current incentive stock option plan, on an
annual basis in the discretion of the Board of Directors (the
“ Bonus Options ”). The Bonus Options shall be
issued to Executive within 30 days after the end of each
anniversary of this Agreement. The amount of Bonus Options each
year shall be determined in good faith by the Board of Director,
and will be reviewed, from time to time, and may be adjusted
(upward and not downward) at the discretion of the Board, including
as a result of performing services for Company’s subsidiaries
and affiliated companies. The amount of such Bonus
Options shall be determined by the Board of Directors based on
meeting performance goals set by the Board of Directors in
consultation with the Executive.
3.4 Stock
Options . Company shall grant Executive options to
acquire 100,000 shares of Company’s common stock (the
“Options”) as early as practicable after the date
hereof. Company shall execute and deliver an award agreement (the
“Award Agreement”) for the Options to Executive as soon
as practicable thereafter. The Award Agreement will
reflect Company’s standard terms and conditions for Executive
stock option grants and contain the following terms:
(a) The Options shall
have an exercise price equal to 100% of the fair market value
(based on recent third-party sales of the Company’s common
stock) on the date of the grant.
(b) The Options shall
become fully vested on the first anniversary of the Effective
Date.
(c) The term of the
Option will be ten years from the date of the Award Agreement
(“Option Term”).
(d) Options which are
vested shall be irrevocable and may be exercised in whole or in
part, by Executive, his heirs or estate, for the full remaining
Option Term, regardless of whether this Agreement should terminate
for any reason and regardless of Executive’s death or
disability.
(e) Company agrees to
use commercially reasonable efforts to file and maintain the
effectiveness of (and the availability of any related prospectus) a
registration statement(s) registering the exercise of the Options
or the sale or resale of any common stock acquired upon exercise of
the Options.
3.5 Other
Benefits . During the Term, subject to, and to the
extent Executive is eligible under their respective terms,
Executive shall be entitled to receive such other compensation and
fringe benefits as are, or are from time to time hereafter,
generally provided by Company to Company's employees of comparable
status (other than those provided under or pursuant to separately
negotiated individual employment agreements or arrangements and
other than as would duplicate benefits otherwise provided to
Executive) and provided by Company’s subsidiaries and
affiliated companies to their employees of comparable status, under
any pension or retirement plan, disability plan or insurance, group
life insurance, medical insurance, travel accident insurance, or
other similar plan or program of Company. To facilitate
the performance of Executive's responsibilities hereunder, during
the employment Term, Employer shall lease or acquire for
Executive's exclusive use, or promptly reimburse Executive for the
cost of leasing or acquiring, an automobile at a rate not to exceed
$1,200 per month. Employer shall promptly reimburse
Executive for all expenses, including without limitation, parking
and commutation expenses, in connection with the performance of his
duties under this Agreement, subject to such policies as may be in
effect from time to time applicable to senior executive officers of
Employer.
3.6
Vacation . During the Term, Executive shall be
entitled to vacation each year in accordance with Company’s
policies in effect from time to time, the length of which shall be
determined by the Company consistent with the effective discharge
of Executive’s duties and the general customs and practices
of the Company applicable to executives of Executive’s
status, but in no event less than four (4) weeks paid vacation per
calendar year. Executive shall also be entitled to such
periods of sick leave as is customarily provided by Company for its
senior executive employees.
3.7 Business
Expenses . Throughout the term of Executive’s
employment hereunder, Company shall promptly reimburse Executive
for all reasonable and necessary travel, entertainment,
promotional, and other business expenses that may be incurred by
Executive in the course of performing Executive’s duties,
including but not limited to cell phone service, portable e-mail
service and such other customary expenses incurred by principal
executive officers (“ Business Expenses
”). Authorized expenses shall be reimbursed by
Company in accordance with policies and practices adopted, from
time to time, by Company concerning expense reimbursement for
employees and shall be reimbursed upon timely presentation to
Company of an itemized expense statement with respect thereto,
including substantiation of expenses incurred and such other
documentation as may be required by Company’s reimbursement
policies from time to time and in accordance with US Internal
Revenue Service guidelines.
3.8
Liability Insurance. Upon the request of the
Executive, the Company shall be required to maintain a
directors’ and officers’ liability insurance policy
covering the executive with a minimum coverage of
$5,000,000.
4.
Nondisclosure of Confidential and
Proprietary Information
. At
all times before and after the termination of Executive’s
service (for any reason by Company or by Executive), Executive
agrees to keep all confidential or proprietary information of the
Company in strict confidence and secrecy, and not to disclose or
use the confidential or proprietary information in any way outside
of Executive’s assigned responsibilities for Company.
Notwithstanding the foregoing, nothing herein shall prohibit
Executive from disclosing any information if compelled pursuant to
the order of a court or other governmental or legal body having
jurisdiction over such matter. In the event Executive is
compelled by order of a court or other governmental or legal body
to communicate or divulge any such information, knowledge or data,
he shall reasonably promptly notify Company.
5.
Termination; Rights and
Obligations on Termination. Executive’s employment under this
Agreement may be terminated in any one of the followings
ways:
(a) Death
. The death of Executive shall immediately and automatically
terminate Executive’s employment under this
Agreement. If Executive dies while employed by Company,
any unvested equity compensation granted to Executive under any
Plan (including the Options) shall immediately vest and any vested
warrants may be exercised on or before the earlier of (i) the
warrant’s expiration date or (ii) eighteen months after
Executive’s death. Any warrant that remains
unexercised after this period shall be forfeited. Upon
Executive’s death, Executive’s legal representative
shall receive: (1) any compensation earned but not yet
paid, including and without limitation, any bonus if declared or
earned but not yet paid for a completed fiscal year, any amount of
Base Salary earned but unpaid, any accrued vacation pay payable
pursuant to Company’s policies, and any unreimbursed business
expenses, which amounts shall be promptly paid in a lump sum, (2)
the pro rata amount of any Bonus or Bonus Options earned, and (3)
any other amounts or benefits owing to Executive under any then
applicable employee benefit plans, long term incentive plans or
equity plans and programs of Company which shall be paid or treated
in accordance with the terms of such plans and programs
(subsections (1), (2) and (3) shall be collectively referred to as,
the “ Accrued Amounts ”). Other than
the benefits described above, no further compensation or benefits
shall be due or owing upon Executive’s death.
(b) Disability
. If as a result of incapacity due to physical or mental illness or
injury, Executive shall have been absent from Executive’s
duties hereunder for six months, then thirty (30) days after
receiving written notice (which notice may occur before or after
the end of such six month period, but which shall not be effective
earlier than the last day of such six month period, Company may
terminate Executive’s employment hereunder provided Executive
is unable to substantially perform his duties hereunder
a
