Exhibit 10.8
Contract of Employment
For
Executive Management
This contract, made and entered into this 21st day of November, 1995 by and
between Production Group International, Inc., hereinafter called "Employer", and
John M. Green, hereinafter called "Employee";
Witness:
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That Whereas, the Employer desires to provide executive management services
pursuant to contracts which the Employer has or will have with current and
prospective clients and;
Whereas, the Employer does desire to employ the Employee to provide these
services;
Now Therefore; in consideration of the mutual covenants and agreements contained
herein, the parties hereby agree as follows:
1. Position and Term
-----------------
a) The Position is that of Chief Financial Officer & Executive Vice
President, Production Group International, Inc.
b) The term of this contract shall begin on November 21, 1995, and end on
August 31, 1997. The contract will be automatically renewed on the
anniversary date for an additional period of two years unless the
contract has terminated pursuant to the provisions under Paragraph 5.
This contract supersedes any and all contracts that may have
previously been negotiated between the Employer and Employee, either
written oral.
2. Employee Duties
---------------
a) The duties and responsibilities of the Employee shall be those
established by the Employer. The duties shall include but not be
limited to the following:
i) Perform any duties as assigned by Chief Executive Officer or his
designated representative.
ii) Provide executive management of the assigned business function.
iii) Chair or be a member of any company project or focus team as
assigned.
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iv) Perform duties as CEO's designated representative where required
and assigned.
3. Trade and Business
------------------
a) The Employee hereby acknowledges that during the term of this
contract, he will have access to various trade secrets of the
Employer. Therefore:
i) The Employee recognizes and acknowledges that such trade secrets
and other information, whether written, computer based or oral,
defined herein as confidential, including, but not limited to the
following, is a valuable, special and unique asset of the
Employer's business: financial information, executive briefings
or procedures, management discussions, business practices,
records, methods, systems, software, lists of clients, and
prospective clients, marketing and operational plans, contracts,
ideas and policy manuals.
All such information remains the property of the Employer, and
the Employee, except as required in his duties to the Employer,
hereby covenants and agrees that he will never, directly and
indirectly, during his employment or after termination thereof,
use, disseminate, disclose, lecture on, or in any manner publish
any confidential information without the Employer's permission
given in writing.
ii) The Employee agrees that all documents, records, manuals,
notebooks, software, writings of any kind, containing
confidential information relating to the business of the Employer
or it's affiliated companies, including copies thereof, then in
the Employee's possession, whether prepared by the Employee,
Employer or others, shall be the property of the Employer. Upon
termination of Employment, the Employee agrees to deliver all of
this property to the Employer.
b) The Employee acknowledges that part of his salary is in return for
entering into the following agreement:
i) The Employee agrees that during his employment and for a period
of two (2) years following termination he will not seek to
induce, by any method whatsoever, any other employees of the
Employer to leave their employment with the Employer.
ii) The Employee further agrees that he shall not during the term of
this agreement, for a period of eighteen (18) months following
the termination of this agreement, directly or indirectly,
persuade or induce or seek to persuade or induce any of the
Clients of the Employer to purchase services in competition with
PGI from any
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other business or person.
iii) The Employee further agrees not to utilize any list of clients
that he had access or knowledge of while employed by the Employer
to try and solicit such clients for any other company.
iv) The Employee further agrees that during the term of this contract
and for a period of eighteen (18) months following termination of
employment with the Employer that he will not be employed in a
role providing services substantially similar to what the
Employer provides to any client to which the Employer presently
------
provides its services to or to any client to which the Employee
provided services during the term of this agreement or for a
period of one (1) year following the termination of this
agreement.
v) The Employee also agrees that for a period of one (1) year
following termination of this agreement by the Employee or for
cause by the Employer as defined in Section 5, he will not work
for, or provide services for any other organization in direct
competition with PGI.
4. Compensation, Benefits and Expense Reimbursement
------------------------------------------------
a) All wages shall be paid in accordance with the Employer's procedures
and are subject to withholdings as required by local, state, and
federal law.
b) Benefits will be provided to the Employee by the Employer in
accordance with its current policies and procedures or as may be
adopted by the Employer during the term of this agreement.
c) In addition to the standard benefits package, the Employee is to be
provided specific compensation and benefits listed in Addendums A & B.
d) The Employee shall receive expense reimbursement outlined in the
policy and procedures manual unless modified as set forth in
Addendum A.
5. Termination
-----------
a) Either party may terminate this contract upon giving of sixty (60)
day's written notice to the other party.
b) In the event this sixty day's notice is given by the Employer and no
other provisions of this agreement are violated, the Employee shall be
entitled to, as severance, a continuation of the base salary as
specified in this contract for twelve months from the date notice is
given as well as any
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bonus fully earned not yet paid.
c) In the event this sixty day's notice is given by the Employee and no
other provisions of this agreement are violated, the Employer shall
have the option of immediately terminating this agreement without
further compensation or accepting the notice period and continuing
employment. If the Employer accepts the notice period then the
Employee shall be entitled to all salary and benefits as specified in
this contract during the notice period or the remaining time of the
contract whichever is less.
d) If either party intends not to exercise the renewal of this contract
they are required to provide sixty days (60) days notice to the other
party.
e) In the event that the Employee violates any provision of Section 3 of
this contract or any adopted and stated corporate policies or any
provisions as may be adopted by the Company for its employees; is
convicted of any criminal offense involving moral turpitude; abuses
alcohol or drugs to such an extent that it has an adverse impact on
the Employee's ability to perform his or her job, then the Employee
shall be subject to immediate termination, with all salary and
benefits to cease upon termination.
6. Miscellaneous
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a) The Employee shall not have the right to enter into a contract with
any third party on behalf of the Employer nor shall the Employee sign
any agreement with any other party on behalf of the Employer without
the express written consent of the Employer.
b) In the event any provisions of this contract shall be deemed
unenforceable, then all remaining provisions shall remain in full
force and effect and the contract shall be construed as if the invalid
provisions had been omitted.
c) In the event that either party fails to take action when the other
party does not abide by the terms of this agreement, such failure to
act shall not prevent the party from taking action for any future
violations of this agreement.
d) This contract shall be construed in accordance with the laws of the
State of Virginia and all parties agree that the State of Virginia
Shall be the proper jurisdiction and the County of Arlington shall be
the proper venue regarding any dispute relating to this contract.
e) This contract shall be the sole agreement between the Employer and the
Employee, and no representative of the employer other than the CEO has
any authority to enter into or amend an employment contract, or to
make any agreement contrary to the foregoing.
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f) Because this agreement supersedes any and all previous employment
contracts, written agreements or discussions between the parties and
because this agreement is the sole agreement in effect between them,
each party forever releases and covenants not to sue the other for any
liability form any cause arising up to the date of execution of this
agreement. This knowing and voluntary release and covenants not to
sue, mutually given and effective, includes any and all claims under
federal, state, and local laws, regulations and common law.
g) The Employee will notify the Employer of any non-Employer related
activities that may conflict with the Employee's job performance.
h) All written notices to be given pursuant to this contract shall be
sent as follows:
(1) To Employer:
Mark N. Sirangelo, CEO
Production Group International, Inc.
2200 Wilson Boulevard, Suite 200
Arlington, VA 22201
(2) To Employee:
John M. Green
______________________
Washington, DC
7. Signatures
This employment agreement is agreed to by both parties this 21st of November,
1995.
/s/ Marck N. Sirangelo
-----------------------------------------
Mark N. Sirangelo
Chief Executive Officer
Production Group International, Inc.
/s/ John M. Green
-----------------------------------------
John M. Green
Employee
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Addendum A
Compensation and Benefits
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Position: Chief Financial Officer
1. Base Annual Salary
Base Salary is set at $180,000 for the duration of this agreement and is
payable semi-monthly. The Employer offers direct deposit services at its
expense.
2. Corporate Project Performance Bonus
The Employee would be eligible for a project based performance program for
timely and thorough completion of assigned projects.
a) The Employer and Employee will, in a reasonable period after the start
of this agreement, mutually agree upon projects that relate to the
Employee's position with the Employer. This listing will be attached
as Addendum B to this contract.
b) Each project will have a detailed timeline and a performance standard
for completion. The Employee's direct supervisor will be the
evaluator for the successful completion of the project. In the event
of a disagreement, the Employer's CEO will be the sole and final judge
of the performance.
c) The Bonus available will be $90,000 for the first group of six
projects and upon completion additional projects of the originally
assigned projects, additional projects will be developed and assigned,
with additional bonus available.
3. Equity Participation
A stock grant of 50,000 shares pursuant to the Employer's Employee stock
option/issuance plan will be granted sixty days after first full day of
employment, and an additional award of 5,000 shares will be granted at the
end of the each year of employment under this agreement and thereafter,
provided that both parties have agreed to extend this contract for an
additional period.
4. Expense Reimbursement
All reasonable expenses such as approved travel, hotel, short term
residence, parking, tolls, etc., incurred by the Executive during the
performance of his job will be reimbursed.
Contract for Employment for Executive Management - John M. Green
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5. Insurance and Health
In addition to the Employer's standard health care plan the following will
be provided and is agreed by the Employer and Employee:
a) The Employer may apply for Key Executive Life Insurance on the
Employee in the amount of up to $1,000,000, to be paid for at its
expense. If the Employer applies for such a policy the Employee will
agree to support these applications and any medical or informational
requirements reasonably requested by the potential insurance
companies.
b) The Employer will also request on the behalf of the Employee
additional levels of insurance under these policies to be paid for
by the Employee, at the Employee's request.
c) The Employee will agree to participate in a full annual physical,
which results will be shared with the Employer and which will be paid
in full by the Employer.
6. Other
a) The provisions of the employment contract 5(b) regarding termination
by the Employer will be modified to provide for twelve months of
separation.
b) The Employer will conduct a evaluation of the Employee regarding the
potential advancement into the position of President at the time the
position is made available by the Board of Directors.
c) The Employer will apply for IATA travel privileges for the Employee
and will issue such to the extent that they are available to be and
can validly be issued to the Employee.
d) The Employee will start full time on January 15, 1996 and will begin
on payroll on that date.
Agreed this 21st of November, 1995:
/s/ Mark N. Sirangelo
----------------------------------
Mark N. Sirangelo
Chief Executive Officer, Production Group International, Inc.
/s/ John M. Green
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John M. Green
Employee
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