EXECUTIVE AGREEMENTExecutive Employment Agreement |
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HUDSON HIGHLAND GROUP INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EXECUTIVE AGREEMENT
THIS EXECUTIVE AGREEMENT (the “Agreement”) by and between Hudson Highland Group, Inc. (the “Company”) and Richard W. Pehlke (the “Executive”) is made as of this 14th day of June, 2005 (the “Effective Date”).
WHEREAS, the Executive has advised the Board of Directors of the Company of his imminent departure from employment as an executive of the Company, and the Board of Directors and the Executive have mutually agreed to satisfactory transitional and post-departure consulting arrangements.
NOW, THEREFORE, in consideration of this mutual Agreement, the Company and the Executive hereby agree as follows:
1. Transition Arrangements. Executive’s duties as Executive Vice President and Chief Financial Officer of the Company shall continue until the earlier of December 31, 2005, or the date of commencement of employment of Executive’s successor (the “CFO Transition Date”). Except as provided in Section 2, the Executive shall continue in the employ of the Company through December 31, 2005, with the same compensation and benefits as in effect immediately preceding the Effective Date, except that the Executive’s annual bonus for 2005 shall be paid on a prorated basis only for the period of his employment during 2005 prior to the Departure Date (as defined below). The Company agrees to determine Executive’s prorated annual bonus for 2005, in good faith, as if Executive had continued as the Company’s CFO and in accordance with Executive’s pre-existing annual bonus criteria. Executive will assist the Company in its search for a successor Chief Financial Officer and provide reasonable assistance in transitioning his duties to his successor, as requested by the Company’s Chief Executive Officer.
2. Departure Date. The final day of the Executive’s regular employment with the Company is his “Departure Date” for purposes of this Agreement. The Executive’s Departure Date will be the first to occur of:
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(a) December 31, 2005; |
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(b) A date prior to December 31, 2005, that is selected by the Executive or the Company which is within the sixty (60) day period following the CFO Transition Date, and which is after the conclusion of a reasonable transition period for the successor Chief Financial Officer. |
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(c) The date of death or incapacity of the Executive. Incapacity means that the Executive has, in the reasonable determination of the Company, become unable to perform by reason of physical or mental incompetence his obligations under this Agreement for a period of one hundred twenty (120) days in any three hundred sixty-five (365) day period. |
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(d) The date on which the Company severs Executive’s employment for “Cause,” defined for purposes of this Agreement as acts of material dishonesty or willful misconduct by the Executive with respect to the Company. |
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3. Company Payments at Departure Date. The Company will pay to the Executive, in a single lump sum amount, less such taxes and other deductions required by applicable law, the sum of Three Hundred Fifty Thousand Dollars ($350,000) and One Hundred Fifty Thousand Dollars ($150,000), as provided for in the letter agreement entered into between the Executive and TMP Worldwide, Inc. dated March 7, 2003, (the “March 7, 2003, Letter Agreement”). The Company will also pay to the Executive, in a single lump sum amount, less such taxes and other deductions required by applicable law, any unused balance of the Executive’s $25,000 financial planning allowance provided under the March 7, 2003, Letter Agreement. Such payments will be made within ten (10) business days following the Executive’s Departure Date. No payments made to Executive pursuant to this Section shall be deemed to be compensation for purposes of any Company employee pension or welfare benefit plan.
4. Obligations of Executive at Departure Date. Executive represents and warrants that Executive will, on or before his Departure Date, provide additional resignations from such positions as the Company deems necessary, including positions as officer or director of the Company or any affiliated company or as member of any committee or administrative body relating to the Company and its businesses. Except as to such material that is approved by the Company for retention by the Executive for his use during the Consulting Period, Executive further represents and warrants that Executive will, on or before his Departure Date, deliver to the Company the original and all copies of all documents, records, and property of any nature whatsoever which are in Executive’s possession or control and which are the property of the Company or which relate to Confidential Information (as described below), or to the business activities, facilities, or customers of the Company, including any records (electronic or otherwise), documents or property created by the Executive.
5. Consulting Arrangement Following Departure Date. Executive shall continue in the Company’s employ as a consulting employee during the period commencing immediately following his Departure Date and ending on the first to occur of December 31, 2006, the death of the Executive occurs, the Executive elects to resign, or the Executive is discharged by the Company for Cause, as defined above (the “Consulting Period”), subject to the following:
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(a) The consulting employment services to be provided by Executive will focus on long-range and strategic planning for the Company as reasonably directed by the Company’s Chief Executive Officer. |
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(b) During the Consulting Period, Executive shall be considered to be a full time employee of the Company and shall be eligible for participation in the standard employee benefit plans and fringe benefits for the Company’s salaried employees, on the same basis as such other salaried employees. |
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(c) During the Consulting Period, subject to such exceptions as are approved in advance in writing by the Company’s Chief Executive Officer, the Executive may not engage in any employment that involves 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 Executive from employment that does not involve any conflicting business activity or passively investing in publicly traded securities; provided such investments do not require services on the part of the Executive which would materially impair the performance of the Executive’s duties pursuant to this Agreement. |
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(d) If the Consulting Period commences prior to the end of the 2005 calendar year, the Company shall continue to pay Executive a salary equal to his salary in effect as of the Effective Date in accordance with its customary payroll practices and procedures. For each month of the Consulting Period during the 2006 calendar year, the Company shall pay the Executive Twenty-thousand Dollars ($20,000) in accordance with its customary payroll practices and procedures. |
The availability of the Consulting Period and the compensation and benefits associated with it are specifically agreed to be additional consideration paid to the Executive for the covenants and releases included in Sections 8, 9, and 10. Executive represents and warrants that Executive will, on or before the last day of the Consulting Period, deliver to the Company the original and all copies of all documents, records, and property of any nature whatsoever which are in Executive’s possession or control and which are the property of the Company or which relate to Confidential Information (as described below), or to the business activities, facilities, or customers of the Company, including any records (electronic or otherwise), documents or property created by the Executive.
6. Certain Group Welfare Benefit Plan Extensions. Executive shall cease to be an eligible employee under the Company’s employee pension and benefit plans, including its group medical and dental plans, effective at the end of the Consulting Period. If the Executive elects to exercise his rights to continue group medical and dental plan coverage for a limited period (commonly referred to as “COBRA rights”) within the statutorily prescribed time period commencing immediately following the end of the Consulting Period, the Company will waive any applicable COBRA continuation premium during the eighteen (18) month period following such date. Upon the expiration of the 18-month period described in the preceding sentence, provided Executive remains covered by the Company’s group medical and dental plans at the end of such period, the Company will, for a period of an additional six (6) months, make available to the Executive at no monthly premium cost to the Executive, medical and dental benefits comparable to those (and on substantially similar terms and conditions) that would have been made available to Executive had Executive remained employed by the Company during such period. Thereafter, for any period that may be remaining through December 31, 2008, the Company will make available to Executive, at Executive’s cost for monthly premiums, medical and dental benefits comparable to those (and on substantially similar terms and conditions) that would have been available to Executive had Executive remained employed by the Company during such period.
7. Other Agreement






