Exhibit 10.11
Contract of Employment
For
Executive Management
This contract, made and entered into this 1st day of September, 1996 by and
---
between Production Group International, Inc., hereinafter called "Employer", and
Mark N. Sirangelo, hereinafter called "Employee";
Witness:
-------
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 Chairman, Chief Executive Officer &
President, Production Group International, Inc.
b) The term of this contract shall begin on September 1, 1996, and end
on August 31, 1998. 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
---------------
The Executive shall serve in the position of Chairman, Chief
Executive Officer & President. The Executive shall also render such other
additional executive level services and duties as may be assigned to him
from time-to-time by the Board of Directors. The Executive shall be
subject to the supervision, advice and direction of the Board of Directors.
The Executive shall well and faithfully serve PGI, and shall at all times
devote his full time, attention and best efforts on behalf of PGI, and
shall perform all services, acts and duties connected with his position in
such manner as PGI from time-to-time shall direct.
Page 1
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 eighteen (18) months 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 other business or person.
Page 2
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.
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 Addendum A.
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) If either party intends not to exercise the automatic renewal of this
contract they are required to provide ninety days (90) days notice to
the other party.
b) In the event that the Employee violates any provision of Section 2 or
Section 3 of this agreement 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.
c) In the event that the Employer terminates this agreement for reasons
other than in 5(b), the Employee shall be entitled to, as severance, a
lump sum payment equal to the two years annual salary, the pro-rata
amount of any bonus earned and not yet paid as well as continuation of
all benefits
Page 3
provided in Addendum A for a period of two years from the date of
termination. In addition, the provisions contained in Section 3 of
this agreement shall be waived in full by the Employer and cease to
apply to the Employee as of the date of termination and all of the
Employee's stock options in the Employer shall become fully vested as
of the date of termination.
d) A sale, merger or change of control of the Employer in which the
Employee does not retain his titles, roles and duties in the Employer
as well as in any new, merged or parent entity shall give the Employee
the right to terminate this agreement within 60 days of the happening
of such event and receive as severance all the compensation, benefits
and rights as outlined in section 5c above.
6. Miscellaneous
-------------
a) 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.
b) 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.
c) 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.
d) This contract shall be the sole agreement between the Employer and
the Employee, and no representative of the Employer other than the
Compensation Committee of the Board of Directors has any authority to
amend this employment contract or to make any agreement contrary to
the foregoing. All such changes must be in writing and signed by both
parties.
e) 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 from 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.
f) The Employee will notify the Employer of any non-Employer related
activities that may conflict with the Employee's job performance.
Page 4
g) All written notices to be given pursuant to this contract shall be
sent as follows:
(1) To Employer:
Peter Wendell, Director
Production Group International, Inc.
c/o Sierra Ventures
Building Four, Suite 210
3000 Sand Hill Road
Menlo Park, CA 94025
Robert McCormack, Director
Production Group International, Inc.
c/o Trident Capital
Suite 2760
190 LaSalle Street
Chicago, IL 60603
(2) To Employee:
Mark N. Sirangelo
P.O. Box 40690
Washington, DC 20016
1. Signatures
----------
This employment agreement is agreed to by both parties this September 1,
1996.
/s/ Mark N. Sirangelo
----------------------------
Mark N. Sirangelo
Employee
/s/ Peter C. Wendell
----------------------------
Peter C. Wendell
Director
Production Group International, Inc.
/s/ Robert McCormack
----------------------------
Robert McCormack
Director
Production Group International, Inc.
Page 5
Addendum A
Compensation and Benefits
-------------------------
1. Position: Chairman, Chief Executive Officer & President
2. Base Annual Salary
Base Salary is set at $275,000 and will increase to $300,000 on September 1,
1997 for the duration of this agreement and is payable semi-monthly. The
Employer offers direct deposit services at its expense.
3. Corporate Performance Bonus
The Employee would be eligible for a corporate performance bonus. The Employer
and Employee will, in a reasonable period, such period being no longer than 120
days after the start of this agreement, mutually agree upon the targeted
performance goals and bonus structure that relate to the Employee's position
with the Employer. This plan will be attached as Addendum B to this contract.
4. Equity Participation
A stock grant of 120,000 shares pursuant to the Employer's Employee stock option
plan has been granted. Additional awards will be considered 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.
5. 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.
6. Other Benefits
. Company will pay 100% of the costs of major medical and other health benefits
as provided for in the Company's medical plan.
. Company will pay the cost of maintaining a disability income policy which
provides for continuation of current base salary in the event of long term.
disability.
Page 6
. Company will pay the cost of providing a $1,000,000 term life insurance
policy payable to the Executive's designated beneficiary.
. The Executive shall be entitled to four (4) weeks paid vacation annually.
. The Company will lease a vehicle, up to an annualized lease cost of
$12,000 and pay for the all the costs of operating such vehicle during
the Employee's employment.
Agreed this 1st day of September, 1996:
/s/ Mark N. Sirangelo
----------------------------
Mark N. Sirangelo
Employee
/s/ Peter C. Wendell
----------------------------
Peter C. Wendell
Director
Production Group International, Inc.
/s/ Robert McCormack
----------------------------
Robert McCormack
Director
Production Group International, Inc.
Page 7