HUDSON HIGHLAND GROUP EXECUTIVE EMPLOYMENT
AGREEMENT
This
employment agreement (the “Agreement”) is made
effective as of March 23, 2007 by and between Hudson Highland
Group, Inc. (the “Company”) and David Reynolds (the
“Executive”).
WHEREAS,
the Company wishes to continue to employ the Executive and the
Executive wishes to continue to be employed in accordance with the
terms and conditions set forth below.
NOW,
THEREFORE, in consideration of the conditions and mutual covenants
contained in this Agreement, the parties agree as
follows:
1.
Employment . The Company will employ the Executive and the
Executive accepts employment as Vice President, Corporate
Controller. The Executive will perform duties normally associated
with such position and/or other duties as may be assigned from time
to time during the Term as defined in Section 2 below. The
Executive shall perform such duties in a manner consistent with
applicable laws and regulations and any code of ethics, compliance
manual, employee handbook or other policies and procedures adopted
by the Company from time to time and subject to any written
directives issued by the Company from time to time. The Executive
must acknowledge receipt of the Company’s Ethics Policy and
confirm that the Executive will comply with the Policy. Failure to
confirm compliance annually with the Company’s Ethics Policy
will justify termination for cause unless, at the sole discretion
of the Board, non-compliance is deemed non-material.
2.
Term of Employment . The Executive’s employment under
this Agreement will commence on March 23, 2007 (the
“Commencement Date”) and will continue for a period of
one (1) year thereafter, subject to earlier termination as provided
in Section 7 (the “Term”). This Agreement and the Term
will be automatically renewed and extended for periods of one (1)
year unless the Company or the Executive provides written notice no
less than thirty (30) days prior to the expiration of the
then-current Term of its or the Executive’s desire not to
renew this Agreement.
3.
Scope of Responsibilities and Duties . The Executive agrees
to devote the Executive’s full business time, attention,
efforts and energies in performance of the Executive’s duties
and responsibilities hereunder. While employed by the Company, the
Executive may not engage in any employment other than for the
Company, in any conflicting business activities, or have any
financial interest, directly or indirectly, in any business
competing with the Company or otherwise engaged in the business of
the Company or its affiliates. The foregoing does not prevent the
Executive from passively investing in publicly traded securities;
provided such investments do not require services on the part of
the Executive which would in any way impair the performance of the
Executive’s duties pursuant to this Agreement.
4.
Compensation and Benefits . The Company will provide the
Executive with the following compensation and benefits during the
Term:
|
|
(a)
The Company will pay the Executive a salary of $225,000 on an
annualized basis, payable in accordance with the payroll practices
of the Company in effect from time to time, and less such taxes and
other deductions required by applicable law or authorized by the
Executive (the “Base Salary”).
|
|
|
(b)
The Executive will be entitled to accrue paid vacation at the rate
of the greater of (i) four (4) weeks per year plus four (4)
personal days, or (ii) the vacation allowance as provided under the
Company’s vacation plan that applies to similarly situated
employees working at the office location at which the Executive is
based. In addition, the Company will provide the Executive with
other benefits of employment offered, from time to time to
similarly situated employees at the office location at which the
Executive is based.
|
|
|
(c)
The Executive will receive an annual bonus as provided under the
Company’s Senior Management Bonus Plan as is in effect from
time to time. The Executive’s target bonus shall be 40
percent of base salary. Target bonuses are evaluated each year by
management and the Compensation Committee and are subject to
change.
|
5.
Additional Agreements . This Agreement and the
Executive’s employment hereunder is contingent upon the
Executive’s simultaneous execution of the Confidentiality,
Non-Solicitation and Work Product Assignment Agreement and Mutual
Agreement to Arbitrate Claims, which is attached as Attachment A
and forms a part of this Agreement.
6.
Representations and Warranties . The Executive represents
and warrants as follows:
|
|
(a)
All information, oral and written (including, but not limited to
information contained on the Executive’s resume), provided by
the Executive during the recruiting and employment process is
accurate and true to the best of the Executive’s knowledge,
and such information does not include any misleading or untrue
statement or omit to state any fact necessary to make the
information provided not misleading.
|
|
|
(b)
The Executive has never been the subject of any investigation or
subject to any disciplinary action by any governmental agency,
industry self-regulatory body or other employer.
|
|
|
(c)
The execution, delivery and performance of this Agreement by the
Executive and the Executive’s employment hereunder are not in
violation of:
|
|
|
(i)
the terms, including any non-competition, non-disclosure,
non-solicitation or confidentiality provisions, of any written or
oral agreement, arrangement or understanding to which the Executive
is a party or by which the Executive is bound; or
|
|
|
(ii)
any United States federal or state statute, rule, regulation, or
other law, or any judgment, decree or order applicable or binding
upon the Executive.
|
7.
Termination . This Agreement and the Executive’s
employment may be terminated prior to the expiration of the Term as
follows:
2
|
|
(a)
Death . If the Executive dies during the Term, this
Agreement shall automatically terminate and the Company shall have
no further obligation to the Executive or the Executive’s
estate, except to pay the Executive’s estate that portion of
the Base Salary earned through the date on which the
Executive’s death occurs.
|
|
|
(b)
Disability . If the Executive is unable to perform the
Executive’s essential job duties and responsibilities due to
mental or physical disability for a total of twelve (12) weeks,
whether consecutive or not, during any rolling twelve (12) month
period, the Company may terminate the Executive’s employment
and this Agreement upon five (5) days’ written notice to the
Executive. For purposes of this Agreement, the Executive will be
considered disabled when the Company, with the advice of a
qualified physician, determines that the Executive is physically or
mentally incapable (excluding infrequent and temporary absences due
to ordinary illness) of performing the Executive’s essential
job duties. The Executive shall cooperate with the Company in
obtaining the advice of a qualified physician regarding the
Executive’s condition. In the event of termination pursuant
to this Section 7(b), the Company will be relieved of all
obligations under this Agreement, provided that the Company will
pay to the Executive that portion of the Base Salary under Section
4(a) which has been earned through the date on which such
termination occurs.
|
|
|
(c)
Discharge without Cause . The Company may terminate the
Executive and this Agreement at any time during the Term for any
reason, without Cause (as defined in Section 7(e) below) upon
thirty (30) days’ written notice to the Executive. If the
Company gives notice of non renewal of employment within the 30 day
period as provided in Section 2, it will be treated as a
termination without cause. Upon such termination, the Company will
have no further liability to the Executive other than to provide
the Executive with (i) that portion of the Base Salary under
Section 4(a) earned through the date of the termination,
(ii) severance pay in an amount equal to the Executive’s
then-current Base Salary, less applicable deductions, for a period
of twelve (12) months following such termination (the
“Severance Period”), and (iii) the Company’s
portion of the premium for continued coverage under the
Company’s group health and dental insurance plan during the
Severance Period, provided the Executive applies and remains
eligible for such continuation coverage under applicable law, and
provided further that the Executive authorizes the Company to
deduct the Executive’s portion of such premiums from the
severance payments. It is understood that the period the Company
makes such payments will run concurrently with the period of
continuation coverage for which the Executive may be eligible under
applicable law. The Executive’s receipt of the severance
payments and premium payments by the Company set forth in this
paragraph (7) are conditioned upon the Executive executing a
comprehensive release and waiver agreement and covenant not to sue
as provided by the Company at the time of termination. Severance
payments will be made in equal installments on dates corresponding
with the Company’s regular pay dates during the Severance
Period.
|
|
|
(d)
Termination for Cause . The Company may terminate the
Executive’s employment and this Agreement at any time during
the Term for Cause as defined below. In such case, this Agreement
and the Executive’s employment shall terminate immediately
and the Company shall have no further obligation to the Executive,
except that the Company shall pay to the Executive that portion of
the Base Salary under Section 4(a) earned through the date on which
such termination occurs.
|
3
|
|
(e)
Definition of Cause. For purposes of this Agreement, Cause
shall be defined as:
|
|
|
(i)
the willful or negligent failure of the Executive to perform the
Executive’s duties and obligations in any material respect
(other than any failure resulting from Executive’s
disability), which failure is not cured within fifteen (15) days
after receipt of written notice thereof, provided that there shall
be no obligation to provide any additional written notice if the
Executive’s failure to perform is repeated and the Executive
has previously received one (1) or more written notices;
|
|
|
(ii)
acts of dishonesty or willful misconduct by the Executive with
respect to the Company;
|
|
|
(iii)
conviction of a felony or violation of any law involving moral
turpitude, dishonesty, disloyalty or fraud, or a pleading of guilty
or nolo contendere to such charge;
|
|
|
(iv)
repeated refusal to perform the reasonable and legal instructions
of the Executive’s supervisors; or
|
|
|
(v)
any material breach of this Agreement or Attachment A;
or
|
|
|
(vi)
failure to confirm compliance with the Company’s Ethics
Policy after 10 days’ written notice requesting
confirmation.
|
|
|
(f)
Resignation . The Executive may voluntarily resign from
employment at any time during the Term upon 3 months’ written
notice and in compliance with the provisions of Attachment A. In
such event, the Company shall be relieved of all its obligations
under this Agreement, except that the Company shall pay to the
Executive that portion of the Base Salary under Section 4(a) earned
through the date on which such resignation is effective.
|
|
|
(g)
The Executive remains obligated to comply with the
Executive’s obligations and duties pursuant to Attachment A
despite the termination of this Agreement and the Executive’s
employment for any reason.
|
|
|
(h)
During employment and after the termination of this Agreement and
the Executive’s employment for any reason, the Executive
agrees to cooperate fully with and at the request of the Company in
the defense or prosecution of any legal matter or claim in which
the Company, any of its affiliates, or any of their past or present
employees, agents, officers, directors, attorneys, successors or
assigns, may be or become involved and which arises or arose during
the Executive’s employment. The Executive will be reimbursed
for any reasonable out-of-pocket expenses incurred
thereby.
|
4
|
|
(i)
During and after the termination of this Agreement and the
Executive’s employment for any reason, the Executive agrees
that, except as may be required by the lawful order of a court or
agency of competent jurisdiction, he will not take any action or
make any statement or disclosure, written or oral, that is intended
or reasonably likely to disparage the Company or any of its
affiliates, or any of their past or present employees, officers or
directors.
|
8.
Change in Control . Notwithstanding any other provisions of
this Agreement to the contrary:
|
|
(a)
Employment Period . If a Change in Control (as defined
below) occurs when the Executive is employed by the Company, the
Company will continue thereafter to employ the Executive during the
period commencing on the date of a Change in Control and ending on
the first anniversary of such date (the “Employment
Period”) and thereafter in accordance with Section 2 of this
Agreement, and the Executive will remain in the employ of the
Company in accordance with and subject to the terms and provisions
of this Agreement.
|
|
|
(b)
Covered Termination . If there is any termination of the
Executive’s employment during the Employment Period (subject
to Section 8(e)) by the Executive for Good Reason (as defined
below), or by the Company other than by reason of (i) death
pursuant to Section 7(a), (ii) disability pursuant to Section
7(b), or (iii) Cause (a “Covered Termination”),
then the Executive shall be entitled to receive, and the Company
shall promptly pay, that portion of the base salary under Section
4(a) earned through the date of the termination and, in lieu of
further base salary for periods following such termination, as
liquidated damages and additional severance pay, the Termination
Payment pursuant to Section 8(c).
|
|
|
(c)
Termination Payment .
|
|
