Employment Agreement between FIND/SVP, INC. and Peter M. Stone (Senior Vice President and CFO)

Summary

This agreement is between FIND/SVP, INC., a New York-based business advisory company, and Peter M. Stone. It sets the terms for Mr. Stone’s full-time employment as Senior Vice President and Chief Financial Officer from May 13, 2002, to May 13, 2005. The contract outlines his duties, salary, bonus eligibility, benefits, and vacation. It also details conditions for early termination, including definitions of cause and good reason, and specifies the rights and obligations of both parties if employment ends early.

EX-10.1 3 c25289_ex10-1.txt EXHIBIT 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of the 13th day of May 2002, by and between FIND/SVP, INC., a New York corporation, having its principal executive offices at 625 Avenue of the Americas, New York, New York 10011 (hereinafter referred to as the "Company"), and PETER M. STONE, an individual residing at 33 Bronxville Glen Drive, Apt. 14, Bronxville, New York 10708 (hereinafter referred to as the "Employee"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company provides global business advisory and other services; and WHEREAS, the Company and Employee have entered into a letter agreement of employment dated May 13, 2002 (the "Letter Agreement of Employment"), pursuant to which the Employee is to be employed by the Company on a full-time basis as its Senior Vice President and Chief Financial Officer; and WHEREAS, the Company and the Employee desire to formalize their relationship as hereinafter set forth; NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties hereto agree as follows: 1. EMPLOYMENT; POSITION; RESPONSIBILITIES. 1.1 The Company hereby employs and engages the Employee to serve as the Senior Vice President and Chief Financial Officer of the Company. In addition thereto, as a senior executive of the Company, Employee shall feel free to give the Company his input on any and all corporate developments and issues. In connection therewith, Employee shall be a member of the Company's Operating Management Group whose function is to propose initiatives and supplemental strategies needed to move the Company to the next level of growth and to apply the Company's overall policies and strategies. Employee shall report to the Company's Chief Executive Officer. 1.2 The Employee hereby accepts said employment with the Company on the terms and conditions herein set forth and agrees to devote his full time, energy and skill during regular business hours exclusively to such employment. 2. TERM OF EMPLOYMENT. 2.1 The term of employment hereunder shall commence no later than May 13th, 2002 ("Commencement Date") and shall continue until May 13th, 2005 (the "Term"), except that Employee's employment shall terminate sooner upon the occurrence of any of the following events: (a) The death of the Employee; (b) The incapacity of the Employee as defined below; (c) An act or omission to act on the part of the Employee which would constitute cause, as defined below, for the termination of employment, and the giving of written notice to the Employee by the Company that the Company elects to terminate the employment of the Employee; (d) The Employee voluntarily leaves the employ of the Company; or (e) Resignation by the Employee for good reason as defined below; or (f) The Employee is terminated with or without cause. 2.2 The term "incapacity" as that term is used in Section 2.1(b) above and Section 2.4(a) below shall be deemed to refer to and include the absence of the Employee from his employment by reason of mental or physical illness, disability or incapacity for a continuous period 2 of 90 days or for a period of 120 days in any six-month period, and the Company, at its option, elects to treat such illness, disability or incapacity as permanent in nature. 2.3 The term "cause" as that term is used in Section 2.1(c) above and Sections 2.4(a) and 3.6 below shall be defined as being for: (a) the Employee's conviction in a court of law of any crime involving money or other property or of a felony; (b) the Employee's failure or refusal to substantially perform his duties hereunder, other than any such failure or refusal resulting from his incapacity, or the Employee's failure or refusal to carry out the directives of the Company's Chief Executive Officer, or the willful taking of any action by the Employee not directed by CEO which results in material damage to the Company, or the material default or breach by Employee of any obligation, representation, warranty, covenant or agreement made by Employee herein; provided, however, that the Company shall have given Employee written notice of any such cause for termination in accordance with Sections 2.1(c) and 7 hereof and Employee shall have failed to cure such cause (if curable) within 15 days after the date of such notice. If the cause for termination is cured within the 15 day period, it shall be deemed for all purposes that cause for termination has not occurred (except that if the same or a similar event to the one resulting in notice pursuant to this subsection 2.3(b) recurs after a cure, the right to cure the second cause of termination, after notice with respect to the second event shall have been given, shall expire 24 hours after the time the notice is given); or (c) the Employee's breach of any of the provisions of Section 4 hereof. 2.4 The term "good reason" as that term is used in Section 2.1(e) above and Section 3.6 below shall be defined as the following: 3 (a) the material diminution of Employee's position or responsibilities and status with the Company; (b) a relocation of the Company's principal offices and place of Employee's employment further than 50 miles from the Employee's principal residence; (c) a breach by the Company of any of its compensation obligations under this Agreement; or (d) a change of control of the Company, which for purposes of this Agreement shall be defined to occur upon the acquisition by any person, including a group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended), other than the Company or any of its subsidiaries or any employee benefit plan maintained by the Company or any of its Subsidiaries, of beneficial ownership of 30% or more of the outstanding stock of the Company entitled to vote. 3. COMPENSATION: RELATED MATTERS. 3.1 (a) Employee shall receive a salary for his services hereunder at the rate of $160,000 per annum, payable in accordance with the Company's normal payroll procedure for executive employees. (b) In addition to the Employee's salary, the Employee will be eligible to receive a bonus as part of the OMG Bonus Plan. Such bonus will be determined at the discretion of the Chief Executive Officer. (c) On an annual basis beginning January 1, 2003, the Company shall review the Employee's performance and other relevant factors relating to salary and bonus. If the Employee is employed by the Company as of January 1, 2003, he will receive a minimum salary 4 increase of 10%. Any further increase in salary shall be at the discretion of the Company's Chief Executive Officer. 3.2 The Company shall reimburse the Employee for all reasonable expenses incurred by him in connection with the business of the Company, provided Employee shall submit proper supporting documentation for such expenses. 3.3 Employee shall be eligible, to the extent he qualifies, for participation in any health or other group insurance plan of the Company and shall also be entitled to participate in any employee benefit programs of the Company for its key employees or for its employees generally. 3.4 Employee shall be entitled to a four (4) week paid vacation annually, to be taken at such times as are consistent with the needs of the Company and the convenience of the Employee, plus such other holidays, personal days or other days as may be determined in accordance with the Company's policies as in effect from time to time. 3.5 (a) In the event the Employee's employment by the Company is terminated for "cause" pursuant to Section 2.1(c) hereof, or by virtue of Section 2.1(d) hereof because the Employee voluntarily leaves the employ of the Company, the Employee shall be entitled to (i) the compensation provided for by Section 3.1 (a) hereof, and (ii) compensation accrued pursuant to Section 3.1 (b) hereof, in each case only up until the date of termination of his employment. (b) In the event the Employee's employment by the Company is terminated for any reason other than cause or by virtue of Section 2.1(d) hereof because the Employee voluntarily leaves the employ of the Company, the Employee (or his estate in the event such termination is due to the death of the Employee or the Employee dies subsequent to such termination) shall be entitled to receive (i) the compensation provided for in Section 3.1(a) hereof 5 for a period of six (6) months from the date of termination, and (ii) any monies due and owing to the Employee pursuant to Section 3.1 (b) hereof. 3.6 GRANT OF STOCK OPTIONS. Effective as of the date of the Execution of this Employment Agreement (the "Execution Date"), the Company has granted to the Employee a ten-year Incentive Stock Option (the "Option") to purchase seventy-five thousand (75,000) shares of the Company's common stock, par value $.0001 per share ("Common Stock"), at the fair market value thereof, pursuant to, and in accordance with, the terms of the Company's 1996 Stock Option Plan. The Option shall vest to the extent of fifteen thousand (15,000) shares on the Execution Date and the balance ratably at the end of each of the first three years of Employee's employment hereunder by the Company; provided, however, that in the event of termination of the Employee's employment by the Company without cause, as defined in Section 2.3 above, in addition to that portion of the Option that has vested on the date of such termination, the portion of the Option that would vest within three (3) months of the date of such termination shall vest as of the date of such termination. 4. RESTRICTIVE COVENANTS. 4.1 Employee acknowledges that the Company is in the information services business and that the Employee, as an Executive Officer of the Company, will be familiar in detail with the activities of the Company and will participate in formulating the activities; that he will continue to be familiar in detail with the activities and future plans of the Company as they continue to develop during his employment; and that his position will give him a thorough knowledge of the Company's customers, suppliers and servicing and marketing operations and will place him in close and continuous contact with the Company's customers and suppliers. Employee further acknowledges that if he were to compete with the Company by organizing, directing, advising, 6 assisting or becoming an employee of any competing business entity, as defined below, he could do great harm to the Company and would materially diminish or destroy the value to the Company of its customer and supplier relationships and servicing and marketing arrangements. Accordingly, during the Term of his employment by the Company and for a period of one (1) year immediately following the termination thereof (the Term of employment and the subsequent one (1) year period being collectively referred to as the "Covenant Period"), unless otherwise consented to by the Company in writing, Employee shall not engage as founder, principal, partner, executive officer or owner of any competing business entity, as defined below; provided, that the Employee shall be permitted during the Covenant Period to own less than a 5% interest as a stockholder (and in no other capacity) in a company which is listed on any national stock exchange even though it may be in competition with the Company. As used in this Agreement, the term "competing business entity" shall mean any corporation, firm, partnership, association, trust, group, joint venture, or individual proprietorship in a rapid response information-on-demand, business research business which is directly competitive with the Company and for which the average charge per inquiry is less than $1,000. 4.2 Except during the term of his employment as part of his duties herein, Employee shall not, during the Covenant Period or thereafter, disclose to any business entity any confidential information regarding the customers, suppliers, marketing arrangements or methods of operation of the Company, or any other confidential information of the Company, except that nothing contained in this sentence shall be construed to prevent Employee from using any general technical know-how and information that is in the public domain or of a nature known generally throughout the industry. 7 4.3 Employee shall, during the Term of his employment, promptly reveal to the Company all matters coming to Employee's attention pertaining to the business or interests of the Company. 4.4 Unless otherwise consented to by the Company in writing, Employee shall not, (a) for a period of two (2) years immediately following the termination of Employee's employment, knowingly hire or solicit for hiring, on his own behalf or on behalf of any business entity, any key employee of the Company, and (b) for a period of one (1) year following such termination knowingly directly solicit, contact, do business with, call upon or communicate with any customer, former customer or prospective customer (defined as any entity for which the Company provided a written proposal within 6 months of the termination of the Executive's employment) of the Company for the purpose of providing rapid response information-on-demand, business research services, or any other business engaged in by the Company at the time of the Employee's separation from employment. 4.5 Employee shall not, during his Term of employment or upon termination thereof, remove from the offices of the Company, any studies, samples, reports, plans, contracts, publications, customer lists or other similar items nor copies or facsimiles thereof, except as the same may relate to the performance of Employee's duties hereunder, or as otherwise authorized by the Company. 5. RESTRICTIVE COVENANTS SEVERABLE. The provisions of Section 4 of this Agreement contain a number of separate and divisible covenants, all of which are included respectively in said Section for the purpose of brevity only, and each of which shall be construed as a separate covenant and shall be separately enforceable, and if any court of competent jurisdiction shall determine that any part of said Section, 8 or any part of any sentence or paragraph thereof, or any such separate covenant therein contained, is unduly restrictive or void, the remaining part or parts, or the other separate covenants, shall be considered valid and enforceable, notwithstanding the voidance of such part or separate covenant. 6. REMEDIES. Employee acknowledges that it will be impossible to measure in money the damage to the Company of a breach of any of the provisions of Section 4; that any such breach will cause irreparable injury to the Company and that the Company, in addition to any other rights and remedies existing at law or equity or by statute, shall be entitled to an injunction or restraining order restraining Employee from doing or continuing to do any such acts and any other violations or threatened violations of Section 4, and Employee hereby consents to the issuance of any such injunction or restraining order without bond or security. 7. NOTICES. All notices required or permitted to be given by any party hereunder shall be in writing and delivered in person or mailed by registered or certified mail, return receipt requested, to the other parties addressed as follows: (a) If to the Employee to 33 Bronxville Glen Drive, Apt. 14, Bronxville, New York 10708; (b) If to the Company to 625 Avenue of the Americas, New York, New York 10011; or to such other addresses as the parties may direct by notice given pursuant hereto. Any notice mailed as provided above shall be deemed completed on the date of receipt. 8. ENTIRE AGREEMENT. The provisions hereof constitute the entire agreement among the parties with respect to the subject matter hereof and supersede, replace and terminate all existing oral or written 9 agreements concerning such subject matter. No modification, supplement or discharge hereof shall be effective unless in writing and executed by or on behalf of the parties hereto. 9. WAIVER. No waiver by any party of any condition, term or provision of this Agreement shall be deemed to be a waiver of a preceding or succeeding breach of the same or any other condition, term or provision hereof. 10. ASSIGNABILITY. This Agreement, and its rights and obligations may not be assigned by Employee. This Agreement shall be binding upon the Company and its successors and assigns. 11. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 12. ARBITRATION. Any dispute or controversy arising among or between the parties hereto regarding any of the terms of this Agreement or the breach hereof, the determination of which is not otherwise provided for herein, on the written demand of any of the parties hereto shall be submitted to and determined by arbitration held in the City of New York in accordance with the rules then obtaining of the American Arbitration Association. Any award or decision made by the arbitrators shall be conclusive in the absence of fraud, and judgment upon said award or decision may be entered in any court having jurisdiction thereof. 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. FIND/SVP, INC. By: ---------------------------------- ---------------------------------- DAVID M. WALKE PETER M. STONE CHIEF EXECUTIVE OFFICER 11