Employment Agreement - ORC Protel Inc., Opinion Research Corp. and Ruth Wolf
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 1st day
of January, 1998, by and among ORC PROTEL, INC., a Delaware Corporation (the
"Company"), OPINION RESEARCH CORPORATION, a Delaware Corporation ("ORC") and
Ruth Wolf (the "Executive").
W I T N E S S E T H:
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WHEREAS, ORC and the Company have recently purchased telemarketing
assets for the Company's use and have entered into certain agreements relating
thereto; and
WHEREAS, the Company believes that it would benefit from the
application of the Executive's particular and unique skill, experience and
background in the telemarketing business to the management and operation of the
Company, and wishes to employ the Executive as a senior executive officer of the
Company; and
WHEREAS, the parties desire by this Agreement to set forth the terms
and conditions of the employment relationship between the Company and the
Executive.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants in this Agreement, the Company and the Executive agree as follows:
1. Employment and Duties.
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(a) The Company hereby employs the Executive as a senior executive
officer on the terms and conditions provided in this Agreement and the Executive
agrees to accept such employment subject to the terms and conditions of this
Agreement. The Executive shall serve as the Company's Chief Executive Officer
(CEO), shall serve as a member of the Board of Directors of the Company (the
"Board"), and shall serve as one of the members of the "World-Wide Managing
Board" of ORC. The Executive shall have responsibility for the day-to-day
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decisions on the management and operation of the business and the management of
the employees and the facilities of the Company, execute the policy and
direction of the Company, as well as such other executive duties and
responsibilities, as shall from time to time be determined by the Board.
(b) The Executive agrees to devote her best efforts and substantially
all of her time, attention, energy and skill to performing her duties hereunder.
Provided that such activities shall not violate any provision of this Agreement
or materially interfere with the performance of her duties hereunder, nothing
herein shall prohibit the Executive (i) from engaging in charitable, civic,
fraternal, or trade group activities, (ii) from writing academic, trade or
mainstream papers or other publishable books, or (iii) from investing her assets
in other entities or business ventures.
(c) Without the Company's prior consent, the Executive shall not
obtain goods or services or otherwise deal on behalf of the Company with any
business or entity in which the Executive or a member of her family has a
financial interest or from which the Executive or a member of her immediate
family may derive a financial benefit as a result of such transaction, except
that this prohibition shall not apply to any public company in which the
Executive or a member of her family owns less than one percent of the
outstanding stock.
2. Term. The term of this Agreement shall commence on the date
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hereof and shall terminate on December 31, 2000 (the "Term"), unless extended by
mutual agreement of the parties or earlier terminated in accordance with the
terms of this Agreement.
3. Compensation. As compensation for performing the services required by
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this Agreement, the Company shall pay to the Executive an annual salary ("Annual
Salary") of One Hundred Fifty Thousand Dollars ($150,000) payable in equal
installments pursuant to the Company's customary payroll procedures in effect
for its executive personnel at the time of payment, but in no event less
frequently than monthly, subject to withholding for applicable
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federal, state, and local taxes. The Executive shall not be entitled to
additional compensation for serving on the Board or any other ORC board on which
the Executive may be asked to serve. The Executive's Annual Salary shall not be
reduced during the Term of this Agreement. The Executive's performance and
automobile allowance shall be reviewed annually by the Chairman of ORC no later
than March for the preceding year, it being understood that there shall be no
obligation to increase Executive's compensation as a result of such review.
4. Executive Benefits. During the term of this Agreement the Executive
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and his eligible dependents shall have the right to participate in any
retirement plans (qualified and non-qualified), pension, insurance, health,
disability or other benefit plan or program that has been or is hereafter
adopted by the Company (or in which the Company participates), according to the
terms of such plan or program.
5. Vacation and Leaves of Absence. The Executive shall be entitled to 20
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vacation days during each calendar year, prorated for 1997 based on the number
of days during which the Executive was employed by the Company. Any vacation
days that are not taken in a given calendar year shall not accrue or carry over
from year to year. Upon any termination of this Agreement for any reason
whatsoever, accrued and unused vacation for the year in which this Agreement
terminates will be paid to the Executive within 10 days of such termination
based on her Annual Salary in effect on the date of such termination. In
addition, the Executive may be granted leaves of absence with or without pay for
such reasons as the Board in its sole and absolute discretion may determine, and
is entitled to the same sick leave and holidays provided to other senior
executive officers of the Company.
6. Expenses.
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(a) Business Expenses. The Executive shall be promptly reimbursed
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against presentation of vouchers or receipts for all reasonable and necessary
expenses (other than
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expenses related to the use of an automobile) incurred by him in connection with
the performance of business-related duties.
(b) Automobile Expense. During the term of this Agreement, in order
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to facilitate the performance of the Executive's duties hereunder, and otherwise
for the convenience of the Company, the Company shall provide the Executive with
an automobile allowance of $7,500 per year, prorated for 1997 based on the
number of days during which the Executive was employed by the Company.
7. Corporate Structure and Operation. For the term of this agreement:
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(a) The Shareholders of the Company will cause the Company to have a
six member Board, of which Ruth Wolf, Allen Wolf and Janice Katz will be three.
(b) As long as the Company is managed diligently, in conformance with
good business practices and is meeting expected levels of financial performance,
consistent with the strategic direction and policies instituted by the Chairman
and Vice-Chairman of ORC, the Company will be directed and controlled by its
Board in all matters without interference from ORC.
(c) A difference of opinion between any shareholder of the Company and
the Executive on policy or the method or manner in which to operate, manage or
guide the Company will not be deemed "cause" for purposes of Paragraph 8 below.
8. Termination and Termination Benefits.
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(a) Termination by the Company For Cause. The Company may terminate
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this Agreement prior to its expiration date for "cause". In such event, the
Executive shall be paid for her services hereunder only her Annual Salary up to
the effective date of such termination. For purposes of this Section 8(a),
"cause" shall mean (i) an act of dishonesty by the Executive constituting a
felony or resulting or intended to result in gain to, or personal enrichment of,
the Executive at Company's expense, (ii) the engaging by the Executive in
misconduct which is
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demonstrably injurious to the Company, (iii) the refusal of the Executive
substantially to perform her duties hereunder, (iv) the violation of any
reasonable express direction of the Board or of any reasonable rule, regulation,
policy or plan established by the Company from time to time which governs the
Executive in the performance of her work, (v) the use by the Executive of any
illegal substance, or the use by the Executive of alcohol or any controlled
substance to an extent that it interferes with the performance of the
Executive's duties under this Agreement, and (vi) the substantial breach by the
Executive of her obligations in this Agreement.
(b) Disability. The Company may terminate this Agreement due to
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illness, physical or mental disability, or other incapacity, in accordance with
the Company's disability practices and policies in effect from time to time.
(c) Termination by the Executive. The Executive may terminate this
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Agreement upon 30 days' written notice to the Company (during which period the
Executive shall, if requested in writing by the Company, continue to perform her
duties as specified under this Agreement). In such event, the Executive shall
be paid only her Annual Salary for her services hereunder up to the effective
date of such notice.
(d) Death Benefit. Notwithstanding any other provision of this
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Agreement, this Agreement shall terminate on the date of the Executive's death.
In such event the Executive's estate shall be paid her Annual Salary for the
remainder of the month in which such termination occurs.
9. Prior Agreements, Conflicts of Interest. The Executive represents
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to Company (a) that there are no restrictions, agreements or understandings,
oral or written, to which the Executive is a party or by which the Executive is
bound that prevent or make unlawful the Executive's execution or performance of
this Agreement; (b) none of the information supplied by the Executive to Company
or any representative of Company in connection with the Executive's employment
by Company misstated a material fact or omitted information necessary to make
the
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information supplied not materially misleading; and (c) except for those
relationships set forth in Schedule 6(r) of the Asset Purchase Agreement of even
date herewith, the Executive does not have any business or other relationship
that creates a conflict between the interests of the Executive and the Company.
10. ORC as Surety. It is hereby agreed that ORC shall guarantee the
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obligations of the Company to the Executive as surety.
11. Miscellaneous.
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(a) Integration; Amendment. This Agreement constitutes the entire
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agreement between the parties hereto with respect to the employment matters set
forth herein. No amendments or additions to this Agreement shall be binding
unless in writing and signed by all parties hereto.
(b) Severability. If any part of this Agreement is contrary to,
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prohibited by, or deemed invalid under applicable law or regulations, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited, or invalid, but the remainder of this Agreement shall not be invalid
and shall be given full force and effect so far as possible.
(c) Waivers. The failure or delay of any party at any time to require
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performance by the other party of any provision of this Agreement, even if
known, shall not affect the right of such party to require performance of that
provision or to exercise any right, power, or remedy hereunder, and any waiver
by any party of any breach of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision,
a waiver of the provision itself, or a waiver of any right, power, or remedy
under this Agreement. No notice to or demand on any party in any case shall, of
itself, entitle such party to the other or further notice or demand in similar
or other circumstances.
(d) Burden and Benefit. This Agreement shall be binding upon and
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inure to the benefit of the parties hereto and their respective successors and,
assigns.
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(e) Governing Law; Headings. This Agreement and its construction,
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performance, and enforceability shall be governed by, and construed in
accordance with, the laws of the State of Illinois. Headings and titles herein
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
(f) Notices. All notices, requests, demands and other communications
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required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made and received only when delivered
(personally, by courier service such as Federal Express, or by other messenger
or by facsimile transmission and followed promptly by mail) or four days
following the day when deposited in the United States mails, registered or
certified mail, postage prepaid, return receipt requested, addressed as set
forth below:
If to the Executive:
Ruth Wolf
1320 Prestwick Drive
Schereville, IN 46375
With a copy to:
Roy W. Sears, Esq.
Eckhart, McSwain, Silliman & Sears
21 S. Clark Street, Suite 3160
Chicago, IL 60603
Fax #: 312-236-0646
If to the Company or ORC:
Opinion Research Corporation
23 Orchard Road
Skillman, New Jersey 08558
Attention: Dr. Michael R. Cooper, CEO
Fax #: 908-281-5105
With a copy to:
David Gitlin, Esq.
Wolf, Block, Schorr and Solis-Cohen LLP
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Twelfth Floor Packard Building
S.E. Corner 15th and Chestnut Streets
Philadelphia, PA 19102-2678
Fax #: 215-977-2346
Any party may alter the address to which communications or copies are
to be sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.
ORC PROTEL, INC.
By: /s/ Michael R. Cooper
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OPINION RESEARCH CORPORATION
By: /s/ Michael R. Cooper
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EXECUTIVE
/s/ Ruth R. Wolf
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Ruth Wolf