Exhibit 10.7
EXECUTIVE
AGREEMENT
THIS EXECUTIVE AGREEMENT (the
“Agreement”) is made as of this 22nd day of February,
2002 by and between OPINION RESEARCH CORPORATION, a Delaware
Corporation (the “Company”), and Gregory N. Mahnke (the
“Executive”).
W I T N E S S E T
H:
WHEREAS, the Company believes that
it would benefit from the application of the Executive’s
particular and unique skill, experience and background in the
management and operation of the Company, and wishes to employ the
Executive as a senior executive of the Company; and
WHEREAS, the parties desire by this
Agreement to set forth the terms and conditions of the employment
relationship between the Company and the Executive;
NOW THEREFORE, in consideration of
the foregoing and the mutual covenants in this Agreement, the
Company and the Executive agree as follows:
1. Employment and Duties
.
(a) The Company hereby employs the
Executive on the terms and conditions provided in this Agreement
and the Executive agrees to accept such employment subject to the
terms and conditions of this Agreement. The Executive shall have
responsibility for carrying out duties as determined by the Chief
Executive Officer of the Company or his authorized designee, as
well as such other executive duties and responsibilities, as shall
from time to time be determined by the Chief Executive Officer of
the Company and the Company’s Board of Directors.
(b) The Executive shall devote
his/her full working time, energy, skill and best efforts to the
performance of his/her duties, hereunder, in a manner that will
faithfully and diligently further the business and interests of the
Company, and shall not be employed by, or participate or engage in
or in any manner be a part of the management or operation of any
business enterprise other than the Company without the prior
written consent of the Chief Executive Officer of the Company.
Notwithstanding the above, the Executive shall be permitted to the
extent such activities do not interfere or conflict with the
performance of the Executive’s duties and responsibilities
hereunder, (i) to serve on civic,
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charitable or professional boards or
committees (it being expressly understood and agreed that the
Executive’s continuing to serve on any such board and/or
committees on which the Executive is serving, or with which the
Executive is otherwise associated (each of which has been disclosed
to the Company in writing prior to the execution of the
Executive’s Agreement), as of the date of this Agreement,
shall be deemed not to interfere with the performance by the
Executive of the Executive’s duties and responsibilities
under this Agreement) and (ii) with the prior written consent
of the Chief Executive Officer, to write academic, trade or
mainstream papers or other publishable books (it being expressly
understood and agreed that no such writings can interfere with the
Executive’s obligations under the Employee Agreement
containing the confidentiality and non-solicitation agreement
[“Employee Agreement”] he/she has also entered into
with the Company).
(c) The Executive represents and
warrants to the Company that he/she is under no contractual or
other restriction or obligation which conflicts with, violates or
is inconsistent with the execution of this Agreement, the
performance of the Executive’s duties hereunder, or the other
rights of the Company hereunder.
(d) Without the Company’s
prior written consent, the Executive shall not obtain goods or
services or otherwise deal on behalf of the Company with any
business or entity in which the Executive or a member of his/her
family has a financial interest or from which the Executive or a
member of his/her immediate family may derive a financial benefit
as a result of such transaction, except that this prohibition shall
not apply to any public company in which the Executive or a member
of his/her family owns less than one percent of the outstanding
stock.
2. Term . The initial term of
this Agreement shall commence on the date hereof and shall
terminate on December 31, 2002 (the “Initial
Term”), unless earlier terminated in accordance with the
terms of this Agreement. This Agreement shall continue in full
force and effect after the expiration of the Initial Term (the
“Extended Term”), which Extended Term may be terminated
by the Company for any reason with at least 30 days prior written
notice. Paragraph 8 shall apply to such termination.
3. Compensation .
(a) Base Compensation . As
compensation for performing the services required by this
Agreement, the Company shall pay to the Executive an
annual
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salary, determined by the CEO,
(“Base Compensation”) payable in equal installments
pursuant to the Company’s customary payroll procedures in
effect for its executive personnel at the time of payment, but in
no event less frequently than monthly, subject to withholding for
applicable federal, state, and local taxes. The Executive shall not
be entitled to additional compensation for serving on any Company
board on which the Executive may be asked to serve. The
Executive’s Base Compensation shall not be reduced during the
term of this Agreement. The Executive’s Base Compensation
shall be reviewed annually by the Company’s Chief Executive
Officer no later than March of each calendar year, it being
understood that there shall be no obligation to increase the
Executive’s Base Compensation as a result of such
review.
(b) Incentive Compensation .
In addition to Base Compensation, the Executive may receive
additional compensation (“Incentive Compensation”). The
Incentive Compensation shall be pursuant to short-term and/or
long-term incentive compensation programs which shall be
established from time to time by the Company.
4. Executive Benefits .
During the term of this Agreement the Executive and his/her
eligible dependents shall have the right to participate in any
retirement plans (qualified and non-qualified), pension, insurance,
health, disability or other benefit plan or program that has been
or is hereafter adopted by the Company (or in which the Company
participates), according to the terms of such plan or
program.
5. Vacation and Leaves of
Absence . The Executive shall be entitled to vacation days
during each calendar year as provided to other Executives of the
Company in accordance with the policies of the Company. Any
vacation days that are not taken in a given calendar year shall not
accrue or carry over from year to year. Upon any termination of
this Agreement for any reason whatsoever, accrued and unused
vacation for the year in which this Agreement terminates will be
paid to the Executive within ten (10) days of such termination
based on his/her Base Compensation in effect on the date of such
termination. In addition, the Executive shall be entitled to the
same sick leave and holidays provided to other Executives of the
Company.
6. Business Expenses . The
Executive shall be promptly reimbursed against presentation of
vouchers or receipts for all reasonable and necessary expenses
incurred by him/her in connection with the performance of
business-related duties.
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7. Indemnification . The
Company shall (and is hereby obligated to) indemnify (including
advance payment of expenses) the Executive in each and every
situation where the Company is obligated to make such
indemnification pursuant to applicable law and the relevant
portions of the Company’s Certificate of Incorporation and
By-Laws. Such indemnification shall in each case include payment of
reasonable attorneys fees and expenses, including where permitted
by applicable law, advancement of reasonable attorneys fees and
expenses.
8. Termination and Termination
Benefits .
(a) Termination by the Company
For Cause . The Company may terminate this Agreement prior to
its expiration date without prior notice for “cause.”
In such event, the Executive shall be paid for his/her services
hereunder only the Base Compensation up to the effective date of
such termination. For purposes of this Section 8(a),
“cause” shall mean (i) an act of dishonesty by the
Executive constituting a felony or resulting or intended to result
in gain to, or personal enrichment of the Executive at the
Company’s expense, (ii) the engaging by the Executive in
misconduct which is demonstrably injurious to the Company,
(iii) the refusal of the Executive substantially to perform
his/her duties hereunder, which refusal has not been c
