Home

Intelligence

Services

Subscriptions

News

About Us

Sign In

 

Document Preview

Employment Agreement

 

Click "Add to Cart" button to purchase document. 
Documents are emailed immediately after purchase. 
You can also browse documents by
title, category, or company... or click here for help finding documents.

 

Title:

Employment Agreement

Entities:

FIND/SVP, Inc.

Date:

2003

Size:

Preview shows 10KB of 55KB total

Price:

$42

ID:

#1146264

 

 


► Technology ► Computer Services

 

 

Start of Preview


                              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 ROBERT LA TERRA, an individual residing at 85 Magnolia
Avenue, Montvale, New Jersey 07645 (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, Jay L.
Friedland 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
President 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 President 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 President. 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.

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

<PAGE>

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 President, 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 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


2
<PAGE>

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

 

End of Preview

 

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC