EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), is made as of this 12th day of
February, 1998, effective as of October 13, 1997 (the "Effective Date") by and
between THE PROFIT RECOVERY GROUP INTERNATIONAL I, INC., a Georgia corporation
(the "Company") and ROBERT G. KRAMER, a resident of the State of Florida (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to retain Employee to provide services to the
Company and its Affiliates (as defined in Section 23 below), and Employee
desires to provide his services to the Company pursuant to the terms and
conditions that follow;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
1. Employment. Employee shall serve as Executive Vice President and Chief
Information Officer of the Company. Employee agrees to apply Employee's full
time and efforts to the position and to perform Employee's work at all times to
the best of Employee's ability and at the direction of the Vice-Chairman of the
Company. Employee will render to the Company, at regular intervals set by the
Company, reports and accounting of the status and progress of any work Employee
is performing.
2. Term. The initial term of this Agreement shall commence on October 13,
1997, and shall continue until December 31, 1997 unless sooner terminated as
hereinafter provided. Unless otherwise terminated pursuant to Section 14 hereof,
this Agreement shall automatically renew on a year-to-year basis at the end of
the initial term and each subsequent renewal term unless either party gives
written notice of non-renewal to the other on or before September 30 of any
calendar year for the immediately succeeding calendar year. The initial term of
this Agreement and any subsequent one-year renewal period shall be deemed a
"Term Year."
3. Scope of the Company's and Employee's Activities. Employee acknowledges
and agrees that the Company and its Affiliates conduct the following business in
the following areas and that Employee has been assigned to perform Employee's
duties in accordance therewith:
(a) Scope of the Company's Business. The Company and its Affiliates are
engaged in the business of auditing accounts payable, paid bill files,
promotional and demonstrator agreements, personal property, real estate, sales
and use tax and other taxes, common area maintenance charges, telephone and
other utilities, sales promotion, advertising and cosmetic wage/commission
agreements, freight and shipping invoices, capital expenditures and other
transactions of the Company's and its Affiliates' clients ("Clients"), in order
to identify and document for subsequent charge back or credit over-payments
and/or under deductions
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
(collectively, the "Audit Activities"), and rendering management counseling
services associated with the Audit Activities (collectively, the "Business of
the Company").
(b) Location of the Company's Business. The Company and its Affiliates
actively conduct business with their Clients throughout the United States and in
other countries throughout the world, including without limitation, countries in
Europe, Latin America, Asia and the Pacific. Employee shall provide
substantially all of his services on behalf of the Company at the Company's
principal office located at 2300 Windy Ridge Parkway, Suite 100 North, Atlanta,
Cobb County, Georgia 30339-8426.
4. Compensation. For services rendered by Employee under this Agreement
during the term hereof, Employee shall be entitled to receive the compensation
and benefits set forth in Sections 10, 11 and 12 hereof and in that certain
Compensation Agreement by and between Employee and the Company of even date
herewith (the "Compensation Agreement").
5. Stock Options. Employee and The Profit Recovery Group International,
Inc., a Georgia corporation ("PRGX") are party to one or more separate stock
option agreements in accordance with which Employee has been granted
non-qualified options to purchase shares of PRGX Common Stock under the 1996
Stock Option Plan (the "Plan").
6. Specific Acknowledgments. Employee acknowledges that the Company and
its Affiliates have expended and will continue to expend substantial time,
money, effort and other resources to develop its goodwill, clients, business
sources and relationships, the Company and its Affiliates have a legitimate
business interest in protecting same, in connection with Employee's employment
by the Company as herein provided, the Company and its Affiliates will introduce
Employee to their Clients, business sources and relationships and will expend
considerable time, effort and capital to train Employee in the Business of the
Company, the knowledge and experience that Employee will acquire while an
employee of the Company and Employee's services to be rendered to the Company
and its Affiliates are of special, unique and extraordinary character, by virtue
of Employee's employment with the Company, Employee will be in a position of
substantial responsibility and authority and will have frequent and substantial
contact with certain of the Company's and the Affiliates' Clients and business
sources and relationships, in Employee's capacity, Employee will be privy to
certain confidential information, Company secrets and proprietary information
not generally known or available to the Company's or its Affiliates competitors
or the general public, the nature and periods of the restrictions imposed by the
covenants contained in this Section 6 are fair, reasonable, and necessary to
protect and preserve for the Company and its Affiliates the benefits of
Employee's employment hereunder and such restrictions will not prevent Employee
from earning a livelihood, and (viii) the Company and its Affiliates would
sustain great and irreparable loss and damage if Employee were in any manner to
breach any of such covenants.
(a) Agreement Not to Compete - Competing Businesses. While employed by the
Company or its Affiliates and for eighteen (18) months after termination of all
such employment, without the prior written consent of the Company signed by the
President of the Company, Employee will not directly or indirectly provide or
perform Services in the Territory
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
2
(as such capitalized terms are defined in subsection "f" below), whether as an
employee, officer, director, shareholder, partner, proprietor, agent,
consultant, independent contractor, lender or otherwise, for any business which
is in competition with the Business of the Company (as defined in subsection
3(a) above).
(b) Agreement Not to Solicit Clients. While employed by the Company or its
Affiliates and for eighteen (18) months after termination of all such
employment, without the prior written consent of the Company signed by the
President of the Company, Employee will not directly or indirectly solicit or
call upon any Client or prospective Client (or any employee or independent
contractor of any Client or prospective Client) of the Company or any of its
Affiliates for purposes of selling or providing any product, equipment or
service, competitive or potentially competitive with any product, equipment or
service sold, leased, offered for sale or lease or under development by, the
Company or any of its Affiliates during the twenty-four (24) month period
immediately preceding termination of all of Employee's employment with the
Company and its Affiliates, provided that the restrictions set forth in this
Section 6(b) shall apply only to Clients or prospective Clients with whom
Employee had Material Contact (as defined below) during such twenty-four (24)
month period (or such shorter period if Employee is employed by the Company and
its Affiliates for less than twenty-four (24) months).
(c) Agreement Not to Solicit Employees or Contractors. While employed by
the Company or its Affiliates and for eighteen (18) months after termination of
all such employment, without the prior written consent of the Company signed by
the President of the Company, Employee will not directly or indirectly
(1) solicit, entice, persuade or induce, or attempt to solicit,
entice, persuade or induce any person who is employed by, or performing
services as an independent contractor or as an employee of an independent
contractor for, the Company or any of its Affiliates, either to terminate
such person's employment with the Company or its Affiliates, or to cease
performing such services for the Company or any of its Affiliates or
(2) authorize any person to engage in or assist any person in any of
the activities described in clause (1) of this subsection.
(b) Proprietary Information. All Proprietary Information (as defined
below) and all physical embodiments thereof received or developed by Employee or
disclosed to Employee while employed by the Company is confidential to and is
and will remain the sole and exclusive property of the Company. While Employee
is in the Company's employ and for a period ending five (5) years after the date
of Employee's termination of employment with the Company for any reason,
Employee will hold such Proprietary Information in trust and in the strictest
confidence, and will not use, reproduce, distribute, disclose or otherwise
disseminate the Proprietary Information or any physical embodiments thereof
except to the extent necessary to perform the duties assigned to Employee by the
Company. In no event shall Employee take any action causing or fail to take the
action necessary in order to prevent any Proprietary Information disclosed to or
developed by Employee to lose its character or cease to qualify as Proprietary
Information.
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
3
Notwithstanding anything contained herein to the contrary, this Section 6(d)
shall not limit in any manner the protection of the Company's trade secrets
otherwise afforded by law. Upon request by the Company, and in any event upon
termination of Employee's employment with the Company for any reason, Employee
will promptly deliver to the Company all property belonging to the Company,
including without limitation all Proprietary Information (and all physical
embodiments thereof) then in Employee's custody, control, or possession.
(e) Contracts or Other Agreements with Former Employer or Business.
Employee agrees that Employee has provided to the Company, prior to the
execution of this Agreement, a copy of the pertinent portions of any employment
agreement or similar document executed by Employee with a former employer or any
other business. Employee warrants and represents that the execution and delivery
of this Agreement by Employee and the performance of the obligations, covenants
and agreements contained herein, do not and will not conflict with or result in
any breach or violation of any of the terms and provisions of any agreement,
judgment, order, statute or other instrument or restriction of any kind with
respect to which Employee is bound, and Employee is not subject to any
restrictive covenant agreement, covenant not to compete, nonsolicitation
agreement or other agreement that would prohibit Employee from fully carrying
out Employee's duties hereunder.
(f) Definitions.
- "Material Contact" means contact between Employee and each Client or
prospective Client (A) with whom the Employee dealt; (B) whose dealings with the
Company were coordinated or supervised by Employee; (C) about whom Employee
obtained Proprietary Information in the ordinary course of business as a result
of Employee's association with the Company; or (D) who receives services
provided by the Company, the sale or provision of which results or resulted in
compensation, commissions or earnings for Employee, in each of cases (A) through
(D) within two years prior to the date of Employee's termination.
- "person" means and includes any individual, partnership, association,
corporation, limited liability company, trust, unincorporated organization, or
any other business entity or enterprise.
- "Proprietary Information" means information (in any form or media)
including but not limited to technical and nontechnical data, lists, training
manuals, training systems, computer based training modules, formulas, patterns,
compilations, programs, devices, methods, techniques, drawings, processes and
plans regarding the Company's or its Affiliates' Clients, prospective Clients,
methods of operation, billing rates, billing procedures, suppliers, business
methods, finances, management, or any other business information relating to the
Company or its Affiliates (whether constituting a trade secret or proprietary or
otherwise) which has value to the Company or its Affiliates and is treated by
the Company or its Affiliates as being confidential; provided, however, that
Proprietary Information shall not include any information that has been
voluntarily disclosed to the public by the Company or its Affiliates (except
where such public disclosure has been made by Employee without authorization) or
that has been independently developed and disclosed by others, or that otherwise
enters the public domain
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
4
through lawful means. Proprietary Information also includes information which
has been disclosed to the Company or its Affiliates by a third party and which
the Company or its Affiliates are obligated to treat as confidential.
Proprietary Information may or may not be marked by the Company or its
Affiliates as "proprietary" or "secret" or with other words or markings of
similar meaning, and the failure of the Company to make such notations upon the
physical embodiments of any Proprietary Information shall not affect the status
of such information as Proprietary Information.
- "prospective Client" means any person to whom the Company has sent or
delivered a written sales or servicing proposal or contract in connection with
the Business of the Company.
- "Services" means directing, implementing, managing, coordinating, and
supervising all information services relating to the Company and its Affiliates
and any other services substantially similar to those services provided by
Employee to the Company at any time during the twenty-four (24) month period
immediately preceding Employee's termination of employment with the Company (or
such shorter period if Employee is employed by the Company for less than
twenty-four (24) months).
- "Territory" means that geographical area represented by a circle having a
radius of thirty (30) miles from the centerline of Windy Hill Road and Powers
Ferry Road in Cobb County, Georgia, the closest major intersection to the
Company's offices located at 2300 Windy Ridge Parkway, Atlanta, Georgia 30339.
- Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Compensation Agreement.
(g) Consideration to the Company. The Company acknowledges and agrees that
its agreements, including, without limitation, its agreement to disclose
confidential information to Employee, are made in consideration of the services
to be provided by Employee, Employee's agreement to refrain from competing with
the Company for eighteen (18) months following the termination of Employee's
employment hereunder, Employee's agreement to refrain from disclosing
confidential information, and the other mutual covenants and agreements set out
in this Agreement.
7. Ownership by Company. All software, computer diskettes, CDs, DVDs,
video tapes, literature, training manuals, training systems, computer based
training modules, Client documents, cassettes, photographs, prints, slides,
records, notes, files, memoranda, reports, audit reports, price lists, client
lists, documents, and all copies thereof, equipment, and apparatus and like
items relating to the business of the Company, Proprietary Information or trade
secrets which shall be prepared by Employee or which shall be disclosed to or
which shall come into Employee's possession, shall be and remain the sole and
exclusive property of the Company. Employee agrees that, upon the termination of
employment with the Company for any reason whatsoever, or at any other time upon
request, Employee will promptly deliver to the Company the originals and all
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
5
copies of any of the foregoing that are in Employee's possession, custody or
control, and any other property belonging to the Company.
8. Inventions. Employee agrees that, during the term of this Agreement,
Employee has a continuing duty to disclose to the Company any invention,
improvement, discovery, process, formula, code, program, system or method
(collectively, "Inventions") developed or being developed by Employee any time
during the term of Employee's employment, either solely by Employee or jointly
with others, whether or not such Inventions are assignable to the Company as set
forth below. Any Invention which Employee has conceived or made or may conceive
or make at any time while employed by the Company, either solely by Employee or
jointly with others, which relate in any way to the actual Business of the
Company, or which relate in any way to the actual or anticipated research or
development of the Company, or which are suggested by or result from any task
assigned to Employee on behalf of the Company, shall be the sole and exclusive
property of the Company, and Employee hereby assigns to the Company any right,
title or interest Employee may have to such Invention. Furthermore, any such
Invention shall constitute Proprietary Information as set forth above. At the
request and expense of the Company, Employee will execute and deliver all
documents and will do such other acts as may be in the Company's opinion
necessary or desirable to secure to the Company or its nominee all right, title
and interest in and to any such Invention.
9. Copyrights. Employee understands that any original works of authorship
fixed in tangible form, including, without limitation, computer software and
manuals, advertising material, and training material, prepared by Employee,
either solely or jointly with others, within the scope of Employee's employment
by the Company, constitute works made for hire as provided by law, so that such
works are owned by the Company. If, for any reason, a work of authorship by
Employee created during the term of Employee's employment by the Company and
related to the Business of the Company is considered other than a work for hire,
then Employee hereby assigns all Employee's right, title and interest in
copyrights to such works of authorship to the Company.
10. Insurance and Benefits.
(a) Employee shall be provided a one-time relocation allowance of Sixty
Thousand and No/100 ($60,000.00) Dollars; provided, however, that if Employee's
employment is terminated prior to October 12, 1998 as a result of Employee's
resignation or termination by the Company for cause, Employee shall promptly
reimburse the Company an amount equal to One Hundred Sixty-Four and 38/100
($164.38) Dollars multiplied by the number of days remaining between the
effective date of Employee's termination of employment and October 12, 1998.
(b) Subject to Employee being insurable at standard rates as of the
commencement of employment (or when coverage is applied for, as applicable) and
to the availability of such coverage from the Company's customary insurance
providers, the Company shall obtain on Employee's behalf life, disability,
hospitalization and medical insurance coverage in accordance with the Company's
standard group coverage.
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
6
(c) For each full month of each Term Year, Employee shall be provided an
automobile allowance equal to one-twelfth (1/12) of Fourteen Thousand Six
Hundred and No/100 ($14,600.00) Dollars, payable in accordance with the
Company's customary procedures, which amount shall be reviewed annually and may
be modified in writing prior to the commencement of any Term Year.
(d) Upon satisfaction of any applicable eligibility requirements, Employee
shall be entitled to participate in any 401(k) plan of the Company generally
available to other employees of the Company, except as may be limited by
applicable law or regulation.
(e) The Company shall pay Employee's reasonable travel and business
expenses, subject to Employee's submission of receipts therefor in accordance
with the Company's normal practices and procedures.
(f) Any amounts the Company pays for insurance coverage or fringe benefits
that are supplemental or in addition to the Company's standard insurance
coverage or benefits shall be compensation in addition to Base Salary (but not
included within the definition of Base Salary) and shall be reflected on
Employee's W-2.
11. Payment of Compensation Upon Termination.
In addition to any deferred compensation to which Employee might be
entitled pursuant to Section 12 hereof, Employee shall receive the following
compensation upon the termination of Employee's employment hereunder:
(a) In the event Employee's employment hereunder is terminated for cause
or if Employee voluntarily resigns other than due to Retirement (as defined in
Section 12(b)(ii) hereof), Employee shall be entitled to receive Employee's Base
Salary prorated through the date of termination, payable in accordance with the
Company's normal payroll procedure, and Employee shall not be entitled to
receive any Bonus or any other amount in respect of the Term Year in which
termination occurs or in respect of any subsequent years.
(b) In the event Employee's employment hereunder is terminated by the
Company without cause, Employee shall be entitled to receive Base Salary and
Bonus for the Term Year in which such termination occurs prorated through the
date of such termination, plus a severance payment equal to six (6) months of
Adjusted Base Salary at the rate then in effect, and the Company shall pay the
continuation premiums for Employee's health and medical insurance coverage for
the three (3) month period following termination of Employee's employment.
Except as provided in the immediately preceding sentence, Employee shall not be
entitled to receive any other amount in respect of the Term Year in which
termination occurs or in respect of any subsequent years. The prorated Base
Salary shall be payable in accordance with the Company's normal payroll
procedure and the prorated Bonus shall be payable in a lump sum within ninety
(90) days after the end of the Term Year to which it relates, and the severance
payment shall be payable in six (6) equal monthly installments commencing on the
last day of the first month following termination. If the Company gives Employee
notice of non-renewal pursuant to Section
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
7
2 of this Agreement, it shall be deemed to be a termination of Employee's
employment without cause and Employee shall be entitled to compensation pursuant
to this Section 11(b).
(c) In the event Employee's employment hereunder is terminated by
Employee's death or Retirement, Employee (or Employee's legal representative in
the case of death) shall be entitled to receive Base Salary and Bonus for the
Term Year in which such termination occurs prorated through the date of such
termination and, in the case of termination due to Employee's death, any other
payments specifically provided for herein in respect of the death of Employee,
and shall not be entitled to receive any other amount in respect of the Term
Year in which termination occurs or in respect of any subsequent years. The
prorated Base Salary shall be payable in accordance with the Company's normal
payroll procedure and the prorated Bonus shall be payable in a lump sum within
ninety (90) days after the end of the Term Year to which it relates.
(d) In the event Employee's employment hereunder is terminated for
Disability (as defined below), Employee or Employee's legal representative shall
be entitled to receive (i) all unpaid Base Salary and Bonus for the term year in
which such termination occurs prorated through the date of termination with such
prorated Base Salary payable in accordance with the Company's normal payroll
procedure and the prorated Bonus payable in a lump sum within ninety (90) days
after the end of the Term Year to which it relates, and (ii) Adjusted Base
Salary for a period of ninety (90) days following termination of employment due
to Disability at the rates in effect upon the date of such termination payable
in accordance with the Company's normal payroll procedure, reduced (but not
below zero) by the sum of (x) all amounts paid by the Company to Employee as
Base Salary prior to termination of employment for the times that Employee was
unable to perform the services required of the Employee under this Agreement due
to illness, accident or any other physical or mental incapacity which resulted
in Employee's Disability and (y) all amounts that Employee is eligible to
receive under any of the Company's standard short-term group disability
insurance coverage provided pursuant to Section 10(a) hereof as a result of such
illness, accident or any other physical or mental incapacity. To the extent that
the Company has not reduced its payments to Employee to reflect such amount that
Employee is eligible to receive under such short-term group disability coverage,
Employee shall immediately remit to the Company such amount upon Employee's
receipt thereof. Employee shall not be entitled to receive any other amount in
respect of the Term Year in which termination occurs or in respect of any
subsequent years. In lieu of terminating Employee pursuant to this Section
11(d), the Company may elect to put Employee on unpaid leave of absence for a
period determined in the sole discretion of the Company, but in no event to
exceed one year. If put on unpaid leave of absence, Employee shall be entitled
to the same compensation to which Employee is entitled if Employee is terminated
as set forth above and shall not be entitled to any further compensation except
that Employee shall continue to maintain Employee's eligibility in all Company
benefit plans (but only to the extent such continued eligibility is not
prohibited pursuant to the terms of any such plan) provided that the Company
shall have no responsibility to pay any premiums or other amounts on behalf of
Employee with respect to any such plans. Notwithstanding anything contained
herein to the contrary, if the Company elects to place Employee on unpaid leave
of absence in lieu of terminating Employee pursuant to this Section 11(d), (i)
the Company shall be entitled to subsequently terminate Employee's employment
with the Company on the expiration of such leave
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
8
of absence without any further monetary obligations to Employee and (ii) the
Company shall have no obligation to reinstate Employee to active status unless
the Company determines in its sole discretion that such reinstatement is in the
best interests of both the Company and Employee.
(e) In the event this Agreement is not renewed due to the Company giving
Employee notice of non-renewal pursuant to Section 2 hereof, Employee shall be
entitled to receive such severance payment or any other amount with respect to
the Company's non-renewal of this Agreement as if such non-renewal were
termination without cause hereunder. Non-renewal by Employee shall give rise to
no right to receive any severance payment hereunder.
(f) If Employee's employment hereunder terminates for any reason during a
Term Year, Employee will be paid within sixty (60) days of termination for the
value of all unused vacation time which accrued during the calendar year in
which such termination occurs up to the date of termination in accordance with
the Company's policies.
(g) If Employee fails to observe or perform any of Employee's duties and
obligations under Sections 6(a), 6(b), 6(c), 6(d), 8 or 9 of this Agreement,
Employee shall forfeit any right to payment under Section 11 of any amounts
other than Base Salary prorated through the date of termination and upon the
Company's demand for same, shall repay to the Company any amounts paid pursuant
to Section 11 to Employee after the date of termination of Employee's employment
with the Company (other than such Base Salary).
12. Deferred Compensation.
(a) Annual Deferred Compensation Credit. An account ("Employee's Account")
will be maintained on the books and records of the Company for the purposes
hereinafter provided. Subject to the exceptions set forth below, Employee's
Account shall be increased each Term Year by an amount equal to the sum of the
Salary Deferred Compensation Credit (as defined in the Compensation Agreement)
for such Term Year, and Twenty-Five Thousand and No/100 ($25,000.00) Dollars
(the "Company Deferred Compensation Credit"); provided that for the initial Term
Year the Salary Deferred Compensation Credit and the Company Deferred
Compensation Credit shall each be prorated based on the ratio of the number of
days in the initial Term Year commencing on the Effective Date to the number of
days in the calendar year in which the Effective Date falls. In the event of the
termination of Employee's employment hereunder prior to the end of any Term Year
for any reason other than due to (a) termination by the Company without cause as
a result of Employee's position with the Company being eliminated, or (b)
Employee's death, Disability or Retirement (as defined below), no credits shall
be made to Employee's Account with respect to a Company Deferred Compensation
Credit for such Term Year. In the event of termination of Employee's employment
hereunder during any Term Year due to (a) termination by the Company without
cause as a result of Employee's position with the Company being eliminated, or
(b) Employee's death, Disability or Retirement, a partial credit shall be made
to Employee's Account with respect to a Company Deferred Compensation Credit for
such Term Year prorated based on the ratio of the number of days in such Term
Year that Employee was an employee of the Company to the number of days in the
calendar year in which such termination due to death, Disability or Retirement
occurs. Employee's Account shall also
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
9
be credited from and after the date hereof with an amount computed like interest
on the credit balance of Employee's Account at the Prime Rate (as hereinafter
defined). For these purposes, the Salary Deferred Compensation Credit and all
interest so accrued on the credit balance of Employee's Account shall be deemed
to be credited to Employee's Account as of the end of each month of each Term
Year, and the Company Deferred Compensation Credit shall be deemed to be
credited to Employee's Account as of December 31 of each Term Year unless
Employee's employment hereunder terminates due to (a) termination by the Company
without cause as a result of Employee's position with the Company being
eliminated, or (b) Employee's death, Disability or Retirement, in which case the
Company Deferred Compensation Credit for Employee's final year of employment
shall be deemed to be credited to Employee's Account as of the last day of the
month within which Employee's employment with the Company is terminated. The
Company shall in all events determine (in its sole and absolute discretion)
whether Employee's employment hereunder has been terminated as a result of
Employee's position with the Company being eliminated. As used in this
Agreement, the term "Prime Rate" means the rate publicly announced from time to
time by NationsBank, N.A. (South), Atlanta, Georgia, as its "prime rate."
(b) Vesting. The provisions of this Section 12(b) shall determine the
portion of Employee's Account which is vested and eligible for payment in
accordance with Section 12(c) hereof.
(i) General Vesting Rule. Employee shall be immediately vested in the
portion of Employee's Account attributable to all Salary Deferred Compensation
Credits (as defined in the Compensation Agreement) and, subject to Section
12(b)(iii), interest credited with respect thereto (as determined pursuant to
Section 12(a) hereof). Subject to the other provisions of this Section 12,
Employee's right to the portion of Employee's Account attributable to each
Company Deferred Compensation Credit and all interest credited with respect
thereto (as determined pursuant to Section 12(a) hereof) will vest as follows:
Date: Total Amount Vested:
As of December 31, 1997 0%
As of December 31, 1998 10%
As of December 31, 1999 20%
As of December 31, 2000 30%
As of December 31, 2001 40%
As of December 31, 2002 50%
As of December 31, 2003 60%
As of December 31, 2004 70%
As of December 31, 2005 80%
As of December 31, 2006 90%
As of December 31, 2007 100%
(ii) Termination Due to Death, Disability or Retirement. In the event of
termination of Employee's employment hereunder due to death, Disability or
Retirement (as defined below), then notwithstanding anything to the contrary in
Section 12(b)(i) hereof,
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
10
Employee, in the event of Disability or Retirement, or Employee's Beneficiary,
in the event of Employee's death, shall be vested in the entire balance of
Employee's Account [including any Company Deferred Compensation Credit credited
to Employee's account as of the last day of the month within which Employee's
employment with the Company is terminated, as provided in Section 12(a)]. For
purposes hereof, Retirement shall mean Employee's resignation of employment with
the Company on or after Employee's sixtieth (60th) birthday and following at
least ten (10) years of full time employment with the Company.
(iii) Termination for Cause. Upon the termination of Employee's employment
hereunder for Cause (as defined in Section 14(a) hereof), notwithstanding
anything to the contrary in Section 12(b)(i) hereof, Employee shall be vested in
the Salary Deferred Compensation Credit in Employee's Account as of the end of
the month preceding such termination or resignation but shall not be vested in
any portion of the Company Deferred Compensation Credit, regardless of whether
or not previously vested, or in any interest accrued on either the Salary
Deferred Compensation Credit or the Company Deferred Compensation Credit.
(iv) Termination by the Company Without Cause. If Employee's employment
hereunder is terminated by the Company without cause, then notwithstanding
anything to the contrary in Section 12(b)(i) hereof, Employee's right to each
Company Deferred Compensation Credit and all interest credited with respect
thereto (as determined pursuant to Section 12(a) hereof) will vest for the Term
Year within which such termination occurs by an additional percentage equal to
ten percent (10%) multiplied by a fraction, the numerator of which is the number
of days in such Term Year that Employee was an employee of the Company and the
denominator of which is the number of days in the calendar year in which
Employee's employment hereunder is terminated by the Company. For example, if
Employee's employment is terminated by the Company without cause effective as of
July 2, 1999 (the 182nd day of the year), Employee would be entitled to fifteen
percent (15%) of each Company Deferred Compensation Credit and all interest
credited with respect thereto (calculated by adding 10% for 1998 and 182/365 of
10% for 1999).
(v) No Further Credits. Except as otherwise expressly provided for above,
upon Employee's termination of employment hereunder, no further increase in the
vested balance shall be made to Employee's Account.
(c) Payments Following Termination of Employment.
(i) Termination. In the event of termination of Employee's employment
hereunder for any reason, Employee (or, in the event of Employee's death,
Employee's Beneficiary) shall receive a payment equal to the portion of the
Credit Balance of Employee's Account which is vested in accordance with Section
12(b) hereof within sixty (60) days after the earlier to occur of Employee's
death, or such termination of Employee's employment.
(ii) Forfeiture of Balance of Employee's Account. The portion of
Employee's Account which is not vested in accordance with Section 12(b) hereof
following
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
11
termination of Employee's employment hereunder shall be forfeited and Employee
shall not be entitled to any payment with respect thereto.
(d) Beneficiary. Employee shall have the right to designate a beneficiary
("Beneficiary") under this Agreement who shall succeed to Employee's right to
receive payments with respect to this Section 12 hereof in the event of
Employee's death. In the event Employee fails to designate a Beneficiary or a
Beneficiary dies without Employee's designation of a successor Beneficiary, then
for all purposes hereunder the Beneficiary shall be Employee's estate. No
designation of Beneficiary shall be valid unless in writing signed by Employee,
dated and delivered to the Company. Beneficiaries may be changed by Employee
without the consent of any prior Beneficiary.
(e) Rights Unsecured; Unfunded Plan; ERISA.
(i) The Company's obligations arising under this Section 12 hereof to pay
benefits to Employee or Employee's Beneficiary constitute a mere promise by the
Company to make payments in the future in accordance with the terms hereof and
Employee and Employee's Beneficiary have the status of a general unsecured
creditor of the Company. Neither Employee nor Employee's Beneficiary shall have
any rights in or against any specific assets of the Company.
(ii) It is the intention of the Company and Employee that the Company's
obligations under this Section 12 hereof be unfunded for income tax purposes and
for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA").
(iii) The Company and Employee shall treat its obligations under this
Section 12 hereof as maintained for a select group of management or highly
compensated employees exempt from Parts 2, 3 and 4 of Title I of ERISA. The
Company shall comply with the reporting and disclosure requirements of Part 1 of
Title I of ERISA in accordance with U.S. Department of Labor Regulation
ss.2520.104-23.
(f) Nonassignability. The rights Employee and Employee's Beneficiary to
payments pursuant to this Section 12 hereof are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
attachment, or garnishment by creditors of Employee or Employee's Beneficiary.
13. Remedies.
(a) Employee acknowledges and agrees that, by virtue of the duties and
responsibilities attendant to Employee's employment by the Company and the
special knowledge of the Company's and its Affiliates' affairs, business,
clients and operations that Employee has and will have as a consequence of such
employment, irreparable loss and damage will be suffered by the Company and its
Affiliates if Employee should breach or violate any of the covenants and
agreements contained in Sections 6, 7, 8, or 9 hereof; and Employee further
acknowledges and agrees that each of such covenants is reasonably necessary to
protect and preserve the Company and its Affiliates. Employee, therefore, agrees
and consents that, in addition to any other remedies
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
12
available to it, the Company shall be entitled to specific performance by
temporary as well as permanent injunction to prevent a breach or contemplated
breach by Employee of any of the covenants or agreements contained in such
Sections.
(b) The existence of any claim, demand, action or cause of action that
Employee may have against the Company, whether predicated upon this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
any of the covenants contained in Sections 6, 7, 8, or 9 hereof.
(c) Nothing contained in this Agreement shall limit, abridge or modify the
rights of the parties under applicable trade secret, trademark, copyright or
patent law or under the laws of unfair competition.
(d) In the event a court of competent jurisdiction determines that
Employee has breached any of the foregoing covenants contained in Sections 6, 7,
8, or 9 hereof, Employee shall pay all costs of enforcement of the foregoing
covenants, including, but not limited to, court costs and reasonable attorney's
fees.
14. Termination.
(a) This Agreement may be terminated by the Company for "cause" upon
delivery of notice of termination to Employee. As used herein, "cause" shall
mean (i) fraud, dishonesty, gross negligence, willful misconduct, commission of
a felony or an act of moral turpitude, or (ii) engaging in activities prohibited
by Sections 6, 7, 8, or 9 hereof, or any other material breach of this
Agreement.
(b) Employee may, without cause, terminate this Agreement by giving to the
Company thirty (30) days' written notice in the manner specified in Section 18
hereof and such termination shall be effective on the thirtieth (30th) day
following the date of such notice or such earlier date as the Company shall
specify. The Company may, without cause, terminate this Agreement by giving to
Employee thirty (30) days' written notice in the manner specified in Section 18
hereof and such termination shall be effective on the thirtieth (30th) day
following the date of such notice. At the option of the Company, Employee shall
cease performing Employee's duties hereunder on such earlier date as the Company
may specify in its notice of termination.
(c) In the event of Employee's Disability, physical or mental, the Company
shall have the right, subject to all applicable laws, including without
limitation, the Americans with Disabilities Act ("ADA"), to terminate Employee's
employment immediately. For purposes of this Agreement, the term "Disability"
shall mean Employee's inability or expected inability (or a combination of both)
to perform the services required of Employee hereunder due to illness, accident
or any other physical or mental incapacity for an aggregate of ninety (90) days
within any period of one hundred eighty (180) consecutive days during which this
Agreement is in effect, as agreed by the parties or as determined pursuant to
the next sentence. If there is a dispute between the Company and Employee or
Employee's legal representative as to whether a Disability exists, then such
issue shall be decided by a medical doctor selected by the Company and a medical
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
13
doctor selected by Employee or Employee's legal representative (or, in the event
that such doctors fail to agree, then in the majority opinion of such doctors
and a third medical doctor chosen by such doctors). Each party shall pay all
costs associated with engaging the medical doctor selected by such party and the
parties shall each pay one-half (1/2) of the costs associated with engaging any
third medical doctor.
(d) In the event this Agreement is terminated, all provisions hereof
relating to any actions, including those of payment or compliance with
covenants, subsequent to termination shall survive such termination.
15. Successors and Assigns. This Agreement may not be assigned by
Employee. This Agreement may be assigned by the Company to any Affiliate without
the consent of Employee. The provisions of this Agreement shall be binding upon
Employee's heirs and legal representatives.
16. Severability. In the event that one or more of the words, phrases,
sentences, clauses, sections, subdivisions or subparagraphs contained herein
shall be held invalid, this Agreement shall be construed as if such invalid
portion had not been inserted, and if such invalidity shall be caused by the
length of any period of time, the number or location of Clients, the size of any
area, or the description of the duties of Employee set forth in any part hereof,
such period of time, number or location of Clients, area, or description of
duties, or any combination thereof, shall be considered to be reduced to a
period, number, location, area or description which would cure such invalidity.
17. Submission to Jurisdiction. Except as otherwise expressly provided
herein, this Agreement shall be governed by and construed under the laws of the
State of Georgia. Employee hereby agrees to submit to the jurisdiction of the
courts of the State of Georgia and the federal courts within the State of
Georgia and hereby appoints the Secretary of State of the State of Georgia as
agent for the purpose of receiving service of process in respect of any
proceeding in connection herewith. The parties agree that notwithstanding
anything contained herein to the contrary, the Company shall have the right to
bring suit against Employee for any breach or threatened breach of Sections 6,
7, 8 or 9 of this Agreement and the enforcement of Section 6 (and the related
remedies provisions set forth in Section 13 of this Agreement) shall be governed
by and construed under the law of the state in which such suit is brought by the
Company, and Employee hereby agrees to submit to the jurisdiction of the courts
of the State of Georgia and of any state within which Employee resides or is
alleged to be breaching any of Sections 6 through 9 of this Agreement and the
federal courts within such states, provided, however, that in any suit brought
in any state for purposes of enforcing any of Employee's covenants contained in
Sections 6 through 9 of this Agreement, the substantive law of the State of
Georgia shall govern all provisions hereof other than Sections 6, 13 and 17 of
this Agreement.
18. Notices. Any notice to be given under this Agreement shall be given in
writing and may be effected by personal delivery or by placing such in the
United States certified mail, return receipt requested and addressed as set
forth below, or as otherwise addressed as specified by the parties by notice
given in like manner:
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
14
If to Company: The Profit Recovery Group International I, Inc.
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426
Attention: President
If to Employee: At the address specified below Employee's signature.
19. Required Deductions or Withholdings. All amounts payable to Employee
pursuant to the Employment Agreement and Compensation Agreement shall have
deducted or withheld therefrom by the Company such amount or amounts as may be
required to be so deducted or withheld pursuant to applicable federal, state or
local laws.
20. Entire Agreement and Amendment. The Employment Agreement, the
Compensation Agreement, the Plan and such other documents as may be referenced
by such documents (the "Referenced Documents"), constitute the entire agreement
of the parties hereto with respect to the subject matter hereof and, except as
specifically provided herein or in the Compensation Agreement, the Plan and the
Referenced Documents, supersedes all prior discussions, understandings and
agreements among the parties hereto. Any such prior agreements shall, from and
after the Effective Date, be null and void. This Agreement may not be changed
orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought. Time is of the essence of this Agreement and each and every Section and
subsection hereof.
21. Waiver. The waiver by one party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach of the same or any other provision by the other party.
22. Authorization. The Company represents and warrants to Employee that
this Agreement has been authorized and approved by all necessary corporate
actions.
23. Affiliates. As used herein, "Affiliates" shall mean PRGX, and all
entities, whether now or hereafter existing, 51% or more of the outstanding
capital stock of which is owned by any combination of the Company and/or any
Affiliate and which are engaged in substantially the same business as the
Business of the Company regardless of the industry segment of its Clients and/or
which provide services or employees to the Company or any Affiliate in
connection with the operations thereof.
24. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and together which shall
constitute one and the same instrument.
25. Pronouns. All personal pronouns in this Agreement and the Compensation
Agreement, whether used in the masculine, feminine or neuter gender shall
include all other genders, and the singular shall include the plural and the
plural shall include the singular.
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
COMPANY:
THE PROFIT RECOVERY GROUP
INTERNATIONAL I, INC.
By S/
------------------------------------
David A. Brookmire, Senior Vice President-
Human Resources
EMPLOYEE:
S/
---------------------------------------- (SEAL)
Robert G. Kramer
527591.1
mhs\prg\KRAMER5.wpd\3-11-98
16
COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT ("Agreement") is made this 12th day of
February, 1998 effective as of October 13, 1997 (the "Effective Date"), by and
between THE PROFIT RECOVERY GROUP INTERNATIONAL I, INC., a Georgia corporation
(the "Company") and ROBERT G. KRAMER, a resident of the State of Florida (the
"Employee").
W I T N E S S E T H:
WHEREAS, the parties hereto are party to that certain Employment Agreement,
dated the date hereof and effective as of the Effective Date (the "Employment
Agreement") whereby the Company employs Employee as Executive Vice President and
Chief Information Officer of the Company and Employee accepts such employment in
accordance with the terms thereof; and
WHEREAS, the Employment Agreement provides that the compensation payable to
Employee shall be as set forth herein (any terms capitalized but not otherwise
defined herein shall have the meanings given to them in the Employment
Agreement).
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Compensation. For services rendered by Employee under the Employment
Agreement during the term thereof, Employee shall be entitled to receive the
following compensation, subject to the terms hereof, provided that Base Salary
(as defined below) may be reviewed annually and modified by the Company in
writing prior to the commencement of any Term Year and the Bonus (as defined
below) may be modified in accordance with the terms hereof:
(a) Base Salary. Two Hundred Thousand and No/100 ($200,000.00) Dollars on
an annual basis ("Base Salary") shall be payable in accordance with the
Company's customary payroll procedures. For purposes of this Agreement, the term
"Adjusted Base Salary" shall mean and refer to the sum of Employee's Base Salary
and Twenty-Five Thousand and No/100 ($25,000.00) Dollars (such Twenty-Five
Thousand and No/100 ($25,000.00) Dollars, together with interest accrued thereon
as hereinafter provided, is hereinafter referred to as the "Salary Deferred
Compensation Credit"). Employee's Salary Deferred Compensation Credit shall not
be paid to Employee but such amount shall instead be deferred and credited to
Employee's Account (as defined in Section 12(a) of the Employment Agreement) as
deferred compensation in accordance with Section 12 of the Employment Agreement.
In the event of termination of Employee's employment under the Employment
Agreement during any Term Year due to (a) termination by the Company without
cause as a result of Employee's position being eliminated, or (b) Employee's
death, Disability or Retirement (as such terms are defined in the Employment
Agreement), a prorated portion of the Salary Deferred Compensation Credit shall
be credited to
527593.1
mhs\prg\KRAMCOM5.wpd\3-9-98
Employee's Account in respect of the month in which such termination occurs
based upon the ratio of the number of days in such month that Employee was an
Employee of the Company to the total number of calendar days in such month and
no further credit shall be made for any subsequent period. In the event of
termination of Employee's employment under the Employment Agreement for any
reason other than as set forth in the immediately preceding sentence, no portion
of the Salary Deferred Compensation Credit shall be credited to Employee's
Account in respect of the month in which such termination occurs or any
subsequent period and the amount that would have otherwise been credited to
Employee's Account pursuant to the immediately preceding sentence in respect of
the month in which such termination occurs will instead be paid to Employee as
additional Base Salary.
(b) Bonus. An annual bonus ("Bonus") in an amount determined and payable
as provided herein for each Term Year during the term of the Employment
Agreement; provided, however, that Employee shall be entitled to a Bonus if
certain Performance Goal Attainment Measures (as set forth in Exhibit 1 hereto)
are achieved by Employee and the Company. The amount of any Bonus will depend on
which Performance Goal Payout Level (as defined in Exhibit 1 hereto) Employee
and the Company have attained. On the date hereof, the Performance Goal
Attainment Measures and related provisions applicable to Employee hereunder are
set forth in the "Incentive Summary" attached as Exhibit 1 hereto, which may be
superseded by the terms of any subsequent Incentive Summary which may be
prepared and delivered to Employee by the Company. Said Exhibit 1, together with
the Company records referenced therein, are hereby incorporated herein by
reference and any such subsequent Incentive Summary shall automatically be
incorporated herein in lieu thereof upon its delivery to Employee.
Notwithstanding anything contained herein to the contrary, the payment level for
Employee's annual bonus for 1998 shall not be less than Employee's 1998
Threshold Percentage multiplied by Employee's Adjusted Base Salary, prorated if
Employee's employment terminates prior to December 31, 1998 for any reason other
than for cause. If terminated for cause during 1998, Employee shall receive no
Bonus for 1998.
In the event the Effective Date is a date other than January 1, then Employee's
Base Salary, Adjusted Base Salary, Salary Deferred Compensation Credit and Bonus
for the initial Term Year shall be prorated based on the ratio of the number of
days in the initial Term Year commencing on the Effective Date to the number of
days in the calendar year in which the Effective Date falls.
(c) Automobile Allowance. For each full month of each Term Year, Employee
shall be provided an automobile allowance equal to one-twelfth (1/12) of
Fourteen Thousand Six Hundred and No/100 ($14,600.00) Dollars, payable in
accordance with the Company's customary procedures, which amount shall be
reviewed annually and may be modified in writing prior to the commencement of
any Term Year.
2. Termination. This Agreement shall terminate effective upon termination
of the Employment Agreement; provided, however, that all provisions hereof
relating to any actions, including those of payment, subsequent to termination
shall survive such termination.
527593.1
mhs\prg\KRAMCOM5.wpd\3-9-98
-2-
3. Incorporation by Reference. The provisions of the Employment Agreement
are hereby incorporated herein by reference.
4. Successors and Assigns. This Agreement may not be assigned by Employee.
In the event that the Employment Agreement is assigned by the Company, this
Agreement shall also be assigned to the assignee thereof.
5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and together which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
COMPANY:
THE PROFIT RECOVERY GROUP
INTERNATIONAL I, INC.
By: S/
------------------------------------------
David A. Brookmire, Senior Vice President-
Human Resources
EMPLOYEE:
S/
------------------------- (SEAL)
Robert G. Kramer
527593.1
mhs\prg\KRAMCOM5.wpd\3-9-98
-3-
Exhibit 1
1997 PRG Executive Incentive
Plan Summary
Annual Payout
Objective
o To motivate and reward outstanding performance, and to reinforce and
support PRG's strategic plans and financial goals.
o Attract and retain highly talented associates by offering a
competitive total compensation package.
Plan Payouts
o Incentive awards under the plan will be based upon year-to-date
adjusted base salary earnings for the period January 1, 1997 -
December 31, 1997.
o Incentive plan measurements/goals and levels of payout are shown on
the attached incentive summary. Also attached are definitions for each
of the measurement categories.
o One-fifth of the payout is attributable to meeting each of the four
quarters' goals in each category of measurement, and one-fifth is
attributable to meeting the annual goals for each category of
measurement.
o Incentive payments will be paid within 60 days following the end of
the fiscal year. Participants must be actively employed in order to
receive awards. Exceptions may be made in terminations due to
retirement, disability, or death.
o Participants must have satisfactory performance at the time payments
are made to be eligible. Participants on performance plans are not
eligible to receive payments.
Part-Year Participation
o If an associate becomes eligible for the PRG Executive Incentive Plan
after January 1, 1997, he/she may be eligible for a prorated payout
based on the date of entry into the Plan.
o Prorated payouts will be based on year-to-date base salary earnings
from the date of entry into the Plan.
527593.1
mhs\prg\KRAMCOM5.wpd\3-9-98
-4-
Management of the Plan
o The plan is effective from January 1, 1997 through December 31, 1997.
o Overall responsibility for the plan resides with the Chairman and
Chief Executive Officer, Chief Financial Officer, and Senior Vice
President Human Resources, and payments are subject to Board of
Directors' approval.
o Management reserves the right to amend the plan, with regard to
participation, procedures, awards and any other provisions. This
includes revision of financial targets in the event of business or
organizational change deemed to warrant such action.
527593.1
mhs\prg\KRAMCOM5.wpd\3-9-98
-5-
1997 Incentive Plan Measures - Executive
Definitions of Categories
A) EPS - Earnings per share of PRGX as recorded in quarterly/annual
consolidated financial statements reported in the Company's quarterly
10Q and annual 10K. Measurements will be quarterly based upon
threshold, target, and stretch quarterly goals, however, payouts on EPS
will only be annual.
B) Function Expenses - In order to control expenses, this ties to cost
center budgets. Target achievement is measured on a quarterly basis,
however, year end will have threshold, target, and stretch achievement
levels.
If expenses are at/under budget each quarter, 20% of target bonus is
paid. At the end of the year, if at/under budget for:
2 quarters Threshold level is met
3 quarters Target level is met
4 quarters Stretch level is met
All bonus payments relating to Function Expenses will be made annually.
527593.1
mhs\prg\KRAMCOM5.wpd\3-9-98
-6-
Attachment A
Robert G. Kramer
1997 Incentive Summary:
Payout Levels
(expressed as a percentage of Adjusted Base Salary)
Threshold 10%
Target 25%
Stretch 40%
Goal Attainment Measures
Qtrly EPS 75%
Qtrly Function Expenses 25%
(Information Services)
527593.1
mhs\prg\KRAMCOM5.wpd\3-9-98
-7-
DESCRIPTION OF 1998 COMPENSATION ARRANGEMENT BETWEEN
MR. ROBERT G. KRAMER AND REGISTRANT
The following describes certain compensation arrangements between the
Registrant and Mr. Kramer for calendar year 1998.
The Company has entered into an employment agreement with Mr. Kramer
that currently expires October 12, 1998. The employment agreement provides for
automatic one-year renewals upon the expiration of each year of employment,
subject to prior notice of nonrenewal by the Board of Directors. For 1998, the
Compensation Committee of the Board of Directors (the "Compensation Committee")
maintained Mr. Kramer's annual base salary at $225,000. Pursuant to Mr. Kramer's
employment agreement, for 1998, he will receive a bonus of up to 40% of his base
salary based in part upon the Company's performance for 1998. Beginning in 1998,
the Compensation Committee has determined that the Company will make annual
contributions in the amount of $25,000 per year to a deferred compensation
program for Mr. Kramer, which amounts will vest over a ten-year period at 10%
per year. Mr. Kramer will be entitled to receive his deferred compensation upon
termination of his employment for any reason, other than for cause, including
death or disability. The Company has also agreed to provide Mr. Kramer with
certain other personal benefits. Upon termination, other than for cause or by
voluntary resignation, Mr. Kramer will receive severance payments equal to 6
months' base salary and certain other personal benefits. Mr. Kramer has agreed
not to compete with the Company or to solicit any clients or employees of the
Company for a period of 18 months following termination of his employment.