EMPLOYMENT AGREEMENT
AGREEMENT made as of the ___ day of _______, 1997, by and
between CAMELOT CONTRACTORS LIMITED, a New Hampshire corporation,
(hereafter "Employer") and MICHAEL D. O'KEEFE (hereafter
"Employee").
In consideration of the mutual promises herein contained and
intending to be legally bound hereby, the parties agree as follows:
EMPLOYMENT:
1. Employer hereby employs Employee and employee accepts
employment upon the terms and conditions of this Agreement.
TERM:
2. The term of this Agreement shall be for three (3) years
commencing September 26, 1997 and terminating September 25, 2000.
DUTIES:
3. Employee shall devote his full time, attention and best
efforts to his duties as Vice President for Operations. Employee
shall at all times discharge his duties in consultation with and
under the supervision of the Chief Executive Officer of Employer.
Employer shall not engage in any business or perform any services
in any capacity whatsoever other than for Employer except with the
prior written approval of Employer. Employer hereby acknowledges
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that Employee is an officer and owner of MAS New Hampshire and
hereby consents to Employee's continued performance of such
supervisory services for said company as are appropriate and
necessary for an officer and owner, which services will not
interfere with the performance of employee's duties under this
Agreement.
COMPENSATION:
4. For all services to be rendered by Employee hereunder,
Employer shall pay to Employee a salary of $112,500.00 per year to
be paid in accordance with the general payroll practices of
Employer from time to time in effect.
VACATIONS:
5. (a) Employee shall receive three (3) weeks of paid
vacation in each calendar year commencing January 1, 1998.
Vacation pay shall be non-cumulative and to the extent not taken
shall not be compensated.
HOLIDAYS:
(b) Employee shall be entitled to those holidays allowed
for by Company policy.
ILLNESS:
(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
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non-cumulative and, to the extent not used, shall not be
compensated.
DISABILITY:
(d) If Employee is prevented from performing his duties
by reason of verifiable physical or mental illness or incapacity
for a continuous period of sixty (60) days, then Employer, in
addition to the remedy provided for in subparagraph (c) hereof, may
on fifteen (15) days prior written notice, terminate Employee's
employment.
TERMINATION:
6. (a) Notwithstanding any other provision hereof, this
Agreement shall terminate immediately upon the death of Employee or
Employee's discharge by Employer upon good and sufficient cause.
In the event of Employee's death while an Employee in good standing
with Employer, said Employer shall 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 one
(1) month after the date of death, payable weekly.
(b) "Good and sufficient cause" shall include, but not
be limited to:
(i) dishonesty detrimental to the best
interests of Employer;
(ii) continuing inattention to or neglect of
the duties to be performed by Employee
which inattention is not the result of
illness;
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(iii) willful disloyalty to Employer; or
(iv) violation of any of the provisions of
paragraph 3 hereof.
(c) If Employer determines that Employee's conduct
constitutes good and sufficient cause for termination under either
(ii) or (v) of subparagraph (b) above, Employer shall notify
Employee of its determination and give Employee an opportunity to
dispute the adverse determination or to cure the conduct which has
given rise to the determination.
(d) If Employee is terminated for good and sufficient
cause then all compensation, bonuses and benefits accrued to the
termination date shall be paid to Employee and thereupon all
obligations of Employer to the Employee shall cease.
EXPENSES:
7. During the term of this Agreement, 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.
MEDICAL INSURANCE:
8. During the term of this Agreement, Employer shall include
Employee in the medical insurance coverage provided for employees
of Employer.
DISCLOSURE OF INFORMATION:
9. Employee will not, during or at any time after
termination of employment hereunder, without authorization of
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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 or its affiliates.
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.
NON-COMPETITION:
10. Employee agrees that he will not, during the term of his
employment and for a period of five (5) years following the
termination thereof for whatsoever reason, voluntary or
involuntary, (the "Restricted Period") in any county in which
Employer has conducted business directly or indirectly, whether as
employee, owner, partner, agent, director, officer or shareholder
engage in a business that is competitive with the business
conducted by Employer and, without limiting the generality of the
foregoing do any of the following:
(a) Solicit, divert, accept business from or otherwise
take away any client of Employer who is or was a client during the
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term of employment, including all clients directly or indirectly
produced or generated by Employee.
(b) 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.
(c) Solicit, divert or take away any of Employer's
sources of business.
Notwithstanding the foregoing it shall not be a
violation of this paragraph 10 for Employee to provide services as
an officer and to have an ownership interest in MAS New Hampshire
("MAS") provided that during the period of Employee's ownership MAS
is exclusively engaged in the permanent placement of personnel and
does not engage in any contract staffing activities.
The provisions of this paragraph 10 shall be
construed as an agreement independent of any other provision of
this Agreement and the existence of any claim or cause of action of
Employee against Employer whether arising out of this Agreement or
otherwise shall not constitute a defense to the enforcement by
Employer of the provisions of this paragraph.
REMEDIES:
11. Employee agrees that a violation of any of the provisions
of paragraphs 9 and 10 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
paragraphs 9 and 10 hereof by Employee and any person, firm or
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corporation associated with him, such right to be cumulative and in
addition to all other remedies available to Employer by reason of
such violation.
BONUS; STOCK OPTIONS
12. During the term of his employment, Employee shall be a
participant in such bonus, stock option and similar benefit
programs as are maintained from time to time by Employer and
available to executive level employees of Employer or its parent.
ARBITRATION:
13. Except for controversies relating to Sections 9 and 10
hereof which are subject to the provisions of Section 11 hereof, if
a dispute arises as to interpretation of this Agreement, it shall
be decided finally by three arbitrators in an arbitration
proceeding conforming to the Rules of the American Arbitration
Association applicable to commercial arbitration. The arbitrators
shall be appointed as follows: one by RCM, one by the Acquiree
Shareholders, and the third by the said two arbitrators, or, if
they cannot agree, then the third arbitrator shall be appointed by
the American Arbitration Association. The third arbitrator shall
be chairman of the panel and shall be impartial. The arbitration
shall take place in Philadelphia, Pennsylvania. The decision of a
majority of the arbitrators shall be conclusively binding upon the
parties and final, and such decision shall be enforceable as a
judgment in any court of competent jurisdiction. Each party shall
pay the fees and expenses of the arbitrator appointed by it, its
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counsel and its witnesses. The parties shall share equally the
fees and expenses of the impartial arbitrator.
NOTICES:
14. 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: Michael D. O'Keefe
12 Cambridge Road
Bedford, NH 03110
IF TO EMPLOYER: Camelot Contractors Limited
c/o RCM Technologies, Inc.
2500 McClellan Avenue
Pennsauken, NJ 08109
Attention: Leon Kopyt
BINDING EFFECT:
15. 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.
INTEGRATION-AMENDMENT:
16. This Agreement contains the entire agreement between the
parties hereto, with respect to the transactions contemplated
herein and supersedes all previous representations, 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 of the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
CAMELOT CONTRACTORS LIMITED
BY:
MICHAEL D. O'KEEFE
[NSB\04257 CAMELOT.EMPLOYMENT 1 O'KEEFE]
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