\PHILA2\99807_2
EMPLOYMENT AND NON-COMPETITION AGREEMENT
AGREEMENT made as of this 11th day of March, 1996, by and between RCM
TECHNOLOGIES, INC., a Nevada corporation (hereafter "Employer") and MARTIN
BLAIRE (hereafter "Employee").
In consideration of the mutual promises herein contained and intending
to be legally bound hereby, the parties agree as follows:
1. EMPLOYMENT:
Employer hereby employees Employee and Employee accepts
employment upon the terms and conditions of this Agreement.
2. TERM:
The term of the employment pursuant to this Agreement (the
"Employment Term") shall be for two (2) years commencing March 11, 1996, and
terminating March 11, 1998.
3. DUTIES:
Employee shall (a) have the title of Executive Vice President
and (b) devote his full time, attention and best efforts to his duties as
Executive Vice-President. Employee's principal place of business shall be in the
greater New York metropolitan area, subject to the reasonable travel
requirements of his position. Employee shall at all times discharge his duties
in
\PHILA2\99807_2
consultation with and under the supervision of the Chief Executive
Officer of Employer.
4. COMPENSATION:
For all services to be rendered by Employee hereunder,
Employer shall pay to Employee a salary of $240,000 per annum, to be paid in
accordance with the general payroll practices of the Employer as from time to
time in effect. Employee shall also be entitled, subject to the terms and
conditions of particular plans and programs, to all fringe benefits afforded to
other executives of Employer, including, but not by way of limitation, the right
to participate in any pension, stock option, retirement, major medical, group
health, disability, accident and life insurance, car allowances, bonuses and
other employee benefit programs made generally available, from time to time, by
the Employer.
5. VACATIONS, HOLIDAYS, ILLNESS, DISABILITY:
(a) Employee shall receive four (4) weeks of paid
vacation in each calendar year, to be taken at times which do not unreasonably
interfere with the performance of the Employee's duties hereunder. Any unused
vacation time from any fiscal year shall be subject to accumulation or
forfeiture in accordance with the policy of Employer as in effect from time to
time.
(b) Employee shall be entitled to those holidays allowed
for by Company policy.
(c) If Employee is prevented from performing his duties by
reason of illness or incapacity for an aggregate of thirty (30) days in any year
of this Agreement, Employer shall not be obligated to pay Employee compensation
for any period of absence in excess of
-2-
\PHILA2\99807_2
the aggregate of thirty (30) days in any year. Sick pay shall be non-cumulative
and, to the extent not used, shall not be paid to Employee.
(d) If Employee is prevented from performing his duties by
reason of verifiable physical or mental illness or incapacity for a continuous
period of ninety (90) days, then Employer, in addition to the remedy provided
for in subparagraph (c) hereof, may on fifteen (15) days prior notice, terminate
Employee's employment. Employer shall include Employee in such disability
insurance coverage as Employer provides for executive level employees of
Employer.
6. TERMINATION:
(a) Notwithstanding any other provision hereof, the employment
of Employee shall terminate immediately upon the death of Employee or Employee's
discharge by Employer for "good and sufficient cause" (as defined below). In the
event of Employee's death while employed by Employer, Employer will pay
Employee's named beneficiary, or if there be none then living, to his estate,
Employee's base salary at the date of his death for a period of six (6) months
after the date of death, payable weekly.
(b) "Good and sufficient cause" shall mean:
(i) a material breach of this Agreement which has
not been cured within 15 days of written
notice thereof; or
(ii) action or behavior reasonably expected to have
a material adverse effect on the reputation of
-3-
\PHILA2\99807_2
Employer, including acts of moral turpitude or
dishonesty.
(c) If Employee is terminated for "good and sufficient cause",
then Employer shall provide Employee, upon termination, a written explanation
for such termination, identifying such "good and sufficient cause."
7. EXPENSES:
During the Employment Term, Employer agrees to pay all
reasonable expenses incurred by Employee in furtherance of the business of
Employer including travel and entertainment expense. Employer agrees to
reimburse Employee for any such expenses upon submission by him of a statement
itemizing such expenses.
8. MEDICAL INSURANCE:
During the Employment Term, Employer shall pay for and include
Employee and his family in the medical insurance coverage provided for executive
management of Employer.
9. NON-DISCLOSURE/NON-COMPETITION:
(a) For the purposes of this Section 9, the term "Employer"
shall mean Employer and all of its subsidiaries and affiliates. Employee will
not, during or at any time after termination of employment hereunder, without
authorization of Employer, disclose to, or make use of for himself or for any
person, corporation, or other entity, any trade secret or other confidential
information concerning the business, clients, methods, operations, financing or
services of Employer. Trade secrets and confidential information shall mean
information disclosed to Employee or known by him as a consequence of his
employment by
-4-
\PHILA2\99807_2
Employer, whether or not pursuant to this Agreement, and not generally known in
the industry. Without limiting the generality of the foregoing, trade secrets
and confidential information shall include market analysis and market expansion
plans of Employer and all technical information relating to products or systems
developed or being developed by Employer and all planned product or system
improvements or changes to the extent not generally known to the industry. It
shall not be a breach of this Section 9 if Employee discloses information that
is already generally known to the public or if Employee is required to disclose
such information by law or court order.
(b) Employee agrees that he will not, directly or indirectly,
during the Employment Term and for a period of one (1) year thereafter, within
the geographic areas in which Employer conducts its operations upon the
termination of his employment, engage in the business of placement of technical
or temporary personnel, whether as an employee, owner, partner, agent, director,
officer of shareholder and, without limiting the generality of the foregoing, do
any of the following:
(i) Solicit, divert, accept business from or
otherwise take away any client of Employer who is or was a client during the
Employment Term, including all clients directly or indirectly produced or
generated by Employee;
(ii) Solicit, induce or contract with any of the
Employer's employees to leave Employer or to work for Employee or
any company with which Employee is connected; or
-5-
\PHILA2\99807_2
(iii) Solicit, divert or take away any of Employer's
sources of business.
(c) If Employee is terminated, prior to the expiration of the
Employment Term, without "good and sufficient cause", as such term is defined in
Paragraph 6(b), then the non-competition period shall remain in effect during
the term of employment plus the six (6) month period following the date Employee
was terminated without "good and sufficient cause."
(d) Notwithstanding the provisions contained in this Section
9, Employee shall have the right to beneficially own no more than five percent
(5%) of the stock of a public company which is a competitor of Employer.
10. REMEDIES:
Employee agrees that a violation of any of the provisions of
paragraph 9 hereof will cause irreparable damage to Employer the exact amount of
which it will be impossible to ascertain and, for that reason, Employee agrees
that Employer shall be entitled to injunctive relief restraining any violation
of paragraph 9 hereby by Employee and any person, firm or corporation associated
with him, such right to be cumulative and in addition to all other remedies
available to Employer by reason of such violation.
11. SEVERANCE:
Upon the earlier of the expiration of the Employment Term or
the date, if at all, Employee is otherwise terminated without "good and
sufficient cause" (the "Expiration Date"), Employee shall be entitled to
continue to receive a salary at the level of his existing salary as of the
Expiration Date for the one (1) year
-6-
\PHILA2\99807_2
period following the Expiration Date. In the event Employee is terminated with
"good and sufficient cause", Employee shall not be entitled to any amounts under
this Paragraph 11.
12. ARBITRATION:
Except for matters arising under paragraphs 9, 10 and 11
hereof, any controversy, claim or dispute arising out of or relating to this
Agreement, shall be submitted to arbitration in the City of Princeton, State of
New Jersey, in accordance with the rules of the American Arbitration
Association; the expenses of the arbitration shall be paid equally by Employer
and Employee. Any judgment upon the award made and rendered by the arbitration
may be entered in a Court of competent jurisdiction.
13. CHOICE OF LAW:
This Agreement shall be governed by the law of the State of
New Jersey without regard to conflicts of law principles.
14. NOTICES:
Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by certified mail,
return receipt requested, as follows:
IF TO EMPLOYEE: Martin Blaire
Lewis Road
Irvington, NY 10533
IF TO EMPLOYER: RCM Technologies, Inc.
2500 McClellan Avenue, Suite 350
Pennsauken, NJ 08109-4613
-7-
\PHILA2\99807_2
15. BINDING EFFECT:
The terms of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective personal representatives,
successors and assigns.
16. INTEGRATION-AMENDMENT:
This Agreement contains the entire agreement between the
parties hereto, with respect to the transactions contemplated herein and
supersedes all previous representation, negotiations, commitments and writings
with respect thereto. No amendment or alteration of the terms of this Agreement
shall be valid unless made in writing and signed by all parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
RCM TECHNOLOGIES, INC.
BY:
ATTEST:
MARTIN BLAIRE
-8-
\PHILA2\104618_1
EMPLOYMENT AND NON-COMPETITION AGREEMENT
AGREEMENT made as of this 11th day of March, 1996, by and between RCM
TECHNOLOGIES, INC., a Nevada corporation (hereafter "Employer") and BARRY MEYERS
(hereafter "Employee").
In consideration of the mutual promises herein contained and intending
to be legally bound hereby, the parties agree as follows:
1. EMPLOYMENT:
Employer hereby employees Employee and Employee accepts
employment upon the terms and conditions of this Agreement.
2. TERM:
The term of the employment pursuant to this Agreement (the
"Employment Term") shall be for two (2) years commencing March 11, 1996, and
terminating March 11, 1998.
3. DUTIES:
Employee shall (a) have the title of Chief Operating Officer
and (b) devote his full time, attention and best efforts to his duties as Chief
Operating Officer. Employee's principal place of business shall be in the
greater New York metropolitan area, subject to the reasonable travel
requirements of his position. Employee shall at all times discharge his duties
in consultation
\PHILA2\104618_1
with and under the supervision of the Chief Executive Officer of
Employer.
4. COMPENSATION:
For all services to be rendered by Employee hereunder,
Employer shall pay to Employee a salary of $240,000 per annum, to be paid in
accordance with the general payroll practices of the Employer as from time to
time in effect. Employee shall also be entitled, subject to the terms and
conditions of particular plans and programs, to all fringe benefits afforded to
other executives of Employer, including, but not by way of limitation, the right
to participate in any pension, stock option, retirement, major medical, group
health, disability, accident and life insurance, car allowances, bonuses and
other employee benefit programs made generally available, from time to time, by
the Employer.
5. VACATIONS, HOLIDAYS, ILLNESS, DISABILITY:
(a) Employee shall receive four (4) weeks of paid
vacation in each calendar year, to be taken at times which do not unreasonably
interfere with the performance of the Employee's duties hereunder. Any unused
vacation time from any fiscal year shall be subject to accumulation or
forfeiture in accordance with the policy of Employer as in effect from time to
time.
-2-
\PHILA2\104618_1
(b) Employee shall be entitled to those holidays allowed
for by Company policy.
(c) If Employee is prevented from performing his duties by
reason of illness or incapacity for an aggregate of thirty (30) days in any year
of this Agreement, Employer shall not be obligated to pay Employee compensation
for any period of absence in excess of the aggregate of thirty (30) days in any
year. Sick pay shall be non-cumulative and, to the extent not used, shall not be
paid to Employee.
(d) If Employee is prevented from performing his duties by
reason of verifiable physical or mental illness or incapacity for a continuous
period of ninety (90) days, then Employer, in addition to the remedy provided
for in subparagraph (c) hereof, may on fifteen (15) days prior notice, terminate
Employee's employment. Employer shall include Employee in such disability
insurance coverage as Employer provides for executive level employees of
Employer.
6. TERMINATION:
(a) Notwithstanding any other provision hereof, the employment
of Employee shall terminate immediately upon the death of Employee or Employee's
discharge by Employer for "good and sufficient cause" (as defined below). In the
event of Employee's death while employed by Employer, Employer will pay
Employee's named beneficiary, or if there be none then living, to his estate,
Employee's base salary at the date of his death for a period of six (6) months
after the date of death, payable weekly.
-3-
\PHILA2\104618_1
(b) "Good and sufficient cause" shall mean:
(i) a material breach of this Agreement which has
not been cured within 15 days of written
notice thereof; or
(ii) action or behavior reasonably expected to
have a material adverse effect on the
reputation of Employer, including acts of
moral turpitude or dishonesty.
(c) If Employee is terminated for "good and sufficient cause",
then Employer shall provide Employee, upon termination, a written explanation
for such termination, identifying such "good and sufficient cause."
7. EXPENSES:
During the Employment Term, Employer agrees to pay all
reasonable expenses incurred by Employee in furtherance of the business of
Employer including travel and entertainment expense. Employer agrees to
reimburse Employee for any such expenses upon submission by him of a statement
itemizing such expenses.
-4-
\PHILA2\104618_1
8. MEDICAL INSURANCE:
During the Employment Term, Employer shall pay for and include
Employee and his family in the medical insurance coverage provided for executive
management of Employer.
9. NON-DISCLOSURE/NON-COMPETITION:
(a) For the purposes of this Section 9, the term "Employer"
shall mean Employer and all of its subsidiaries and affiliates. Employee will
not, during or at any time after termination of employment hereunder, without
authorization of Employer, disclose to, or make use of for himself or for any
person, corporation, or other entity, any trade secret or other confidential
information concerning the business, clients, methods, operations, financing or
services of Employer. Trade secrets and confidential information shall mean
information disclosed to Employee or known by him as a consequence of his
employment by Employer, whether or not pursuant to this Agreement, and not
generally known in the industry. Without limiting the generality of the
foregoing, trade secrets and confidential information shall include market
analysis and market expansion plans of Employer and all technical information
relating to products or systems developed or being developed by Employer and all
planned product or system improvements or changes to the extent not generally
known to the industry. It shall not be a breach of this Section 9 if Employee
discloses information that is already generally known to the public or if
Employee is required to disclose such information by law or court order.
-5-
\PHILA2\104618_1
(b) Employee agrees that he will not, directly or indirectly,
during the Employment Term and for a period of one (1) year thereafter, within
the geographic areas in which Employer conducts its operations upon the
termination of his employment, engage in the business of placement of technical
or temporary personnel, whether as an employee, owner, partner, agent, director,
officer of shareholder and, without limiting the generality of the foregoing, do
any of the following:
(i) Solicit, divert, accept business from or
otherwise take away any client of Employer who is or was a client during the
Employment Term, including all clients directly or indirectly produced or
generated by Employee;
(ii) Solicit, induce or contract with any of the
Employer's employees to leave Employer or to work for Employee or
any company with which Employee is connected; or
(iii) Solicit, divert or take away any of Employer's
sources of business.
(c) If Employee is terminated, prior to the expiration of the
Employment Term, without "good and sufficient cause", as such term is defined in
Paragraph 6(b), then the non-competition period shall remain in effect during
the term of employment plus the six (6) month period following the date Employee
was terminated without "good and sufficient cause."
(d) Notwithstanding the provisions contained in this
Section 9, Employee shall have the right to beneficially own no
-6-
\PHILA2\104618_1
more than five percent (5%) of the stock of a public company which is a
competitor of Employer.
10. REMEDIES:
Employee agrees that a violation of any of the provisions of
paragraph 9 hereof will cause irreparable damage to Employer the exact amount of
which it will be impossible to ascertain and, for that reason, Employee agrees
that Employer shall be entitled to injunctive relief restraining any violation
of paragraph 9 hereby by Employee and any person, firm or corporation associated
with him, such right to be cumulative and in addition to all other remedies
available to Employer by reason of such violation.
11. SEVERANCE:
Upon the earlier of the expiration of the Employment Term or
the date, if at all, Employee is otherwise terminated without "good and
sufficient cause" (the "Expiration Date"), Employee shall be entitled to
continue to receive a salary at the level of his existing salary as of the
Expiration Date for the one (1) year period following the Expiration Date. In
the event Employee is terminated with "good and sufficient cause", Employee
shall not be entitled to any amounts under this Paragraph 11.
12. ARBITRATION:
Except for matters arising under paragraphs 9, 10 and 11
hereof, any controversy, claim or dispute arising out of or relating to this
Agreement, shall be submitted to arbitration in the City of Princeton, State of
New Jersey, in accordance with the rules of the American Arbitration
Association; the expenses of the
-7-
\PHILA2\104618_1
arbitration shall be paid equally by Employer and Employee. Any judgment upon
the award made and rendered by the arbitration may be entered in a Court of
competent jurisdiction.
13. CHOICE OF LAW:
This Agreement shall be governed by the law of the State of
New Jersey without regard to conflicts of law principles.
14. NOTICES:
Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by certified mail,
return receipt requested, as follows:
IF TO EMPLOYEE: Barry Meyers
384 Highview Terrace
Ridgewood, NJ 07450
IF TO EMPLOYER: RCM Technologies, Inc.
2500 McClellan Avenue, Suite 350
Pennsauken, NJ 08109-4613
15. BINDING EFFECT:
The terms of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective personal representatives,
successors and assigns.
16. INTEGRATION-AMENDMENT:
This Agreement contains the entire agreement between the
parties hereto, with respect to the transactions contemplated herein and
supersedes all previous representation, negotiations, commitments and writings
with respect thereto. No amendment or alteration of the terms of this Agreement
shall be valid unless made in writing and signed by all parties hereto.
-8-
\PHILA2\104618_1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
RCM TECHNOLOGIES, INC.
BY:
ATTEST:
BARRY MEYERS
-9-