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Employment Agreement

 

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Title:

Employment Agreement

Entities:

FIND/SVP, Inc.

Date:

2003

Size:

Preview shows 10KB of 54KB total

Price:

$43

ID:

#1146261

 

 


► Technology ► Computer Services

 

 

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                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT ("this Agreement") is made effective as of the
1ST day of April, 2003 (the "Effective Date") by and between GUIDELINE RESEARCH
CORP., a New York corporation with offices at 3 West 35th Street, New York, New
York 10001 (the "Company") and a subsidiary of FIND/SVP, INC., a New York
corporation ("FIND"), and JAY L. FRIEDLAND, an individual residing at 425 East
58th Street, New York, New York 10022 (the "Executive").

PREMISES: The Executive has served the Company in an executive capacity
for a substantial period of time prior to the Effective Date. The Company
desires to continue to employ the Executive, and in the capacity described
herein, and the Executive desires to continue to be so employed by the Company.
The Company and the Executive also desire to set forth in writing their
understanding of the terms and conditions governing such employment. Unless the
context indicates otherwise, capitalized terms used herein but not defined
herein shall have the meanings given to such terms in the Stock Purchase
Agreement, dated as of April 1, 2003, by and among the Company, FIND, Robert La
Terra and the Executive (the "Purchase Agreement").

NOW, THEREFORE, in consideration of the foregoing and of the following
mutual promises, the Company and the Executive, each intending legally to be
bound, agree as follows:

ss.1. CONTRACT OF EMPLOYMENT. Subject to the terms hereof, the Company
employs the Executive anD the Executive accepts his employment with the Company
for the Employment Period (as defined in Section 2 hereof). During the
Employment Period, the Executive shall serve in and shall occupy the position of
Chairman of the Board of the Company. In that capacity the Executive shall have
responsibility for those duties that are customary to such office and perform,
for and on behalf of the Company, all of the duties of Chairman of the Board as
shall reasonably be determined by the Chief Executive Officer ("CEO") of FIND
from time to time. In addition, Executive shall, to the extent appropriate,
maintain ongoing relationships with the Company's key existing and prospective
clients. Without limitation of any of the foregoing, Executive also shall assume
and carry out such duties or responsibilities as from time to time may be
assigned or delegated to the Executive by the CEO of FIND, provided that such
additional duties and responsibilities are fair and reasonable under the
circumstances, do not unreasonably increase the demands upon the Executive's
time or energies, and are not inconsistent with the Executive's position as
Chairman of the Board. In fulfilling the responsibilities of his position, the
Executive will observe all lawful policies, procedures and directions that from
time to time may be adopted and communicated by the Company or the CEO of FIND
to the executive or administrative personnel of the Company generally, including
through the provisions of the personnel manuals of the Company and FIND (to the
extent applicable to the Company), as both may be amended and in effect from
time to time.
<PAGE>

ss.2. EMPLOYMENT PERIOD. The term of the Executive's employment by the
Company (the "Employment Period") shall commence on the Effective Date and shall
continue until the earliest to occur of: (i) the second (2nd) anniversary of the
Effective Date; (ii) termination of the Executive's employment in accordance
with Sections 6(a), 6(b) or 6(c) hereof; or (iii) the date of the Executive's
death.

ss.3. TIME AND EFFORT; DISCLOSURE AND FAIR DEALING. During the Employment
Period, the Executive shall devote his entire business time, best efforts,
attention, energies, skill and abilities, during usual business hours and at
such other times as are reasonably required by his position as Chairman of the
Board, by the CEO of FIND, or by the Company's Board of Directors, to (a)
diligently and faithfully carry out his responsibilities and duties hereunder;
(b) use his best efforts to promote the success and expansion of the Company's
business, and (c) cooperate fully with the Board of Directors and the CEO of
FIND in the advancement of the best interests of the Company and FIND. During
the Employment Period, the Executive shall carry out his responsibilities and
duties at the offices of the Company, which, for the first two years of the
Employment Period, shall remain at 3 West 35th Street, New York, New York;
provided, that Executive may be required to travel from time to time in
connection with his duties hereunder and the demands of the business of the
Company. Notwithstanding the proviso set forth in the preceding sentence, the
CEO of FIND shall give Executive advance verbal notice of any required travel to
the extent that such travel is reasonably foreseeable, and such travel
requirements shall be at reasonable frequencies and for reasonable duration
taking into account the nature of the business of the Company and its past
practice. Executive shall not, without the prior written consent of the CEO of
FIND (x) do anything or permit anything to be done at his direction inconsistent
with his duties to the Company or its Affiliates or opposed to their best
interests, or (y) become an officer, director, employee or consultant of, or
otherwise become associated with or engaged in, any business other than that of
the Company; provided, that the CEO of FIND shall not unreasonably withhold such
consent as a result of (y) above, so long as such activity (i) shall occur
entirely on Executive's own time and does not materially interrupt, interfere
with, or otherwise detract from the Executive's performance of the duties and
responsibilities of the Executive to the Company, and (ii) does not benefit,
directly or indirectly, any organization or activity that in any manner competes
or is known to have planned to compete, directly or indirectly, with the Company
or FIND or any of their respective Affiliates. Any consent granted by the CEO of
FIND pursuant to the preceding sentence may be limited from time to time or
revoked by the CEO of FIND. Nothing in this Section 3 shall prevent the
Executive from engaging in additional activities in connection with personal
investments (including passive real estate and securities investments) and
community affairs that are not inconsistent with the Executive's duties under
this Agreement. The Executive will promptly disclose to the Company's Board of
Directors and the CEO of FIND all information, opportunities, developments and
other matters coming to the Executive's attention that pertain or are relevant
to the operations of the Company or any of its Affiliates or to the conduct of
their respective businesses. The Executive will promptly communicate, fully
cooperate and deal fairly and openly with the Company's directors, other
officers or key personnel, and, in general, to the best of his abilities, the
Executive will work to achieve efficient and profitable operation of the
Company's business and the orderly conduct of the Company's affairs. For purpose
of this Agreement "Affiliate" shall mean (i) as to Executive or any of the
Consolidated Companies, any party, which directly or


2
<PAGE>

indirectly, whether alone or through one or more intermediaries, controls, is
controlled by, or is under common control with Executive or such Consolidated
Company, as the case may be, and (ii) as to FIND, the subsidiaries and related
entities of FIND set forth in its filings with the U.S. Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.

ss.4. CONFIDENTIALITY, NON-COMPETITION AND NON-INTERFERENCE.

(a) PROTECTION OF NONPUBLIC INFORMATION. The Executive hereby
acknowledges that (a) during the course of the Executive's employment by the
Company the Executive has obtained or will obtain knowledge of and use
Confidential Information, as hereinafter defined, (b) public disclosure of such
Confidential Information could have an adverse effect on the Consolidated
Companies, FIND or its Affiliates and their respective businesses; and (c) the
provisions of this Section are reasonable and necessary to prevent the improper
use or disclosure of Confidential Information. Both during the Employment Period
and at all times thereafter, the Executive (i) shall treat as confidential all
Confidential Information, (ii) without the prior written consent of the CEO of
FIND, shall not use for any personal purposes, publish, reveal, divulge,
transfer or otherwise disclose, or directly or indirectly make available to any
party any of such Confidential Information except to such parties that either
(a) are employed by, or (b) have signed a confidentiality agreement with respect
to such Confidential Information with, the Consolidated Company(ies) which
own(s) or has the right to use such Confidential Information, and such parties
have a need for such information for purposes that are in the best interest of
such Consolidated Company(ies), and (iii) shall not use Confidential Information
in any way that is detrimental to the interests of the Consolidated Companies,
FIND or its Affiliates. The term "Consolidated Companies" shall mean the
Company, Advanced Analytics, Inc., Guideline/Chicago, Inc., Guideline Consulting
Corporation and Tabline Data Services, Inc., and their respective subsidiaries
and Affiliates as may exist from time to time. The term "Confidential
Information" shall mean any and all knowledge relating to the business and

 

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