Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


AGREEMENT made as of the 19th day of August, 2003, by and between
Computer Horizons Corp., a New York corporation with offices at 49 Old
Bloomfield Avenue, Mountain Lakes, New Jersey 07046 (hereinafter called the
“Company”), and Kristin R. Evins hereinafter called the “Executive”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, the Executive has been employed as Corporate controller of the
Company at various times since her initial employment with the Company on
October 25, 1999; and


 


WHEREAS, the Company desires to continue the employment the Executive
as Corporate Controller of the Company and the Executive is willing to serve
the Company in such capacity; and


 


WHEREAS, the Company and the Executive desire to set forth the terms
and conditions of such employment.


 


NOW THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements herein contained, the Company and the Executive
agree as follows:


 


1.                                       Employment.  The Company hereby agrees to continue to employ
the Executive, and the Executive agrees to continue to be employed by the
Company, on the terms and conditions herein contained.


 


2.                                       Term.  Except as otherwise provided in this
Agreement, the Executive shall be employed under this Agreement for a one year
period commencing on the date hereof (the “Employment Term”).  In the event that the Company does not
intend to renew the Executive’s employment at the end of this Employment Term,
the Company shall notify the Executive of this in writing at least three months
prior to the expiration of this Employment Term.


 


3.                                       Duties.  The Executive shall serve as Corporate
Controller for the company.  In such
capacity the Executive shall report to the Chief Financial Officer of the
Company or his designee, and shall perform such duties and functions,
consistent with her status as a senior executive of the Company, as may be
assigned by the Chief Executive Officer or his designee.  During the Employment Term, the Executive
shall devote substantially all of her business time and her best efforts,
energies, skills and attention to the business and affairs of the Company.  The foregoing shall not limit the
Executive’s rights to be involved in civic or charitable 


 

















 


activities and
manage her own personal investments, provided that such activities do not
materially interfere with her providing of her services hereunder.


 


4.                                       Salary and
Bonus.


 


(a)  During the Employment Term,
the Company shall pay the Executive, in accordance with its normal payroll
practices and subject to required withholding, a base salary at the rate of
$100,000 per annum.  The base salary
payable to the Executive hereunder may be increased, but not decreased, from
time to time, in the sole discretion of the Chief Executive Officer, upon the
recommendation of the Chief Financial Officer. 
(The base salary, as it may be increased from time to time, is
hereinafter referred to as the “Base Salary”).


 


(b)  During the Employment Term,
the Executive shall be entitled to receive, in addition to the Base Salary,
such additional compensation, if any, as the Chief Executive Officer may, in
his sole discretion, upon the recommendation of the Chief Financial Officer,
award the Executive.  Appended hereto is
Exhibit A describing the Executive’s 2003 Compensation Plan.


 


5.                                       Other
Compensation and Benefits.  During
the Employment Term, the Executive shall be entitled to:


 


(a)                                  participate
in all benefit, pension, retirement, deferred compensation, savings, welfare
and other employee benefit plans and policies in which members of the Company’s
senior management generally are entitled to participate (collectively, the
“Benefit Plans”), in accordance with their respective terms as in effect from
time to time;


 


(b)                                 receipt
of all fringe benefits and perquisites maintained by the Company from time to
time for members of senior management generally, in accordance with the
policies of the Company with regard to such benefits and perquisites as in
effect from time to time;


 


(c)                                  vacation
each year in accordance with the Company’s policies for members of senior
management generally as in effect from time to time;


 


(d)                                 such
other compensation, if any, as the Company may, in its sole discretion, award
to the Executive.


 


6.                                       Death
Prior to Termination of Employment. 
If the Executive shall die during the Employment Term, the Company shall
have no liability or further obligation except as follows:


 


(a)                                  The
Company shall pay the Executive’s estate or designated beneficiaries, as
applicable, when otherwise due, any unpaid Base Salary for the period prior to
the Executive’s death, any declared or awarded but unpaid bonuses, whether
pursuant to any bonus plan or otherwise, any unpaid amounts due under any
incentive plan in accordance with its terms, and any other unpaid amounts due
the Executive under any other Benefit Plans in accordance with the terms of
such Benefit Plans (collectively, the “Entitlements”).


 


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(b)                                 The
Executive’s estate or designated beneficiaries, as applicable, shall have such
rights, if any, under the Benefit Plans and all other employee benefit, fringe
benefit or incentive plans maintained or offered by the Company as may be
provided in such plans and any grants to the Executive thereunder in accordance
with their respective terms (collectively, the “Rights”).


 


7.                                       Termination
Due to Disability.  If the Executive
shall become physically or mentally incapable of performing her duties as
provided in Section 3 of this Agreement and such incapacity shall last for
a period of at least one hundred eighty (180) consecutive days, the Company
may, at its election any time thereafter while the Executive remains incapable
of performing her duties hereunder, terminate the Executive’s employment
hereunder, effective immediately, by giving the Executive written notice of
such termination.  In such event, the
Company shall have no other obligation to the Executive or her dependents
hereunder other than the obligation to pay or provide the Entitlements and the
Rights.


 


8.                                       Termination
for Cause.  The Company may
terminate the Executive’s employment hereunder for Cause by giving the
Executive ten days’ written notice of such termination.  For purposes of this Agreement, Cause shall
mean: (a) the Executive’s embezzlement, willful breach of fiduciary duty or
fraud with regard to the Company or any of its assets for businesses, (b) the
Executive’s conviction of, or pleading of nolo  contendere with
regard to, a felony (other than a traffic violation) or any other crime
involving moral turpitude with regard to the Company or any of its assets or
businesses, or (c) any other breach by the Executive of a material provision of
this Agreement that remains uncured for thirty (30) days after written notice
thereof is given to the Executive.  In
such event, the Company shall have no obligation to the Executive or her
dependents other than to pay, when otherwise due, any unpaid Base Salary for
the period prior to such termination and pay or provide the Rights.  In addition, the Company shall be entitled
to exercise all rights and remedies against the Executive that it may have
under applicable law.


 


9.                                       Termination
for Good Reason.  The Executive may
terminate her employment hereunder for Good Reason upon written notice thereof
to the Company.  For purposes of this
Agreement, “Good Reason” shall mean the occurrence or failure to cause the
occurrence (as applicable) of any of the following events without the
Executive’s express prior written consent: (a) any material demotion of the
Executive, any material reduction in the Executive’s authority or
responsibility or any other material change in the terms of the Executive’s
employment which is inconsistent with Section 3 hereof; (b) the failure of
any successor or assign of the Company (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to assume specifically the
obligations of the Company hereunder in accordance with Section 17 of this
Agreement; (c) any breach by the company of any material provision of this
Agreement that is not cured by the Company within 30 days after written notice
thereof from the Executive; or (d) if a Change of Control has occurred, either
(i) assuming that the Company’s finances permit cash bonuses to be paid to any
executive, the failure to provide the Executive with a cash bonus for each
fiscal year of the Company ending during the Employment Term and after the
Change of Control at least equal to the highest bonus earned by, or awarded to,
the Executive in respect of any fiscal year of the Company ending prior to the 


 


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Change of Control or, if
higher, the fiscal year in which such Change of Control occurs, or (ii) the
failure by the Company to continue in effect any Benefit Plan in which the
Executive or any of her dependents is participating immediately prior to such
Change of Control or plans or arrangements that in the aggregate provided the
Executive with substantially similar benefits, or the taking of any action by
the Company that would adversely affect the Executive’s or her dependent’s
participation in, or reduce the Executive’s or her dependent’s benefits under,
any of such Benefit Plans or arrangements or the replacements thereof,
providing that the foregoing shall not limit the Company’s right to make changes
in such plans to comply with applicable laws or otherwise, provided that the
Company shall otherwise compensate the Executive of any loss (including but not
limited to tax benefits) to the Executive as a result of such changes.


 


10.                                 Consequences
of Termination of Employment by the Executive for Good Reason or by the Company
Without Cause.  Subject to
Section 12 hereof, in the event the Executive terminates his employment
for Good Reason pursuant to Section 9 hereof or the Company terminates the
Executive’s employment other than for Cause or Disability, then the Company
shall be deemed to have breached this Agreement, and the Executive shall be
entitled to exercise all rights and remedies that she may have hereunder and
under applicable law.  Without limited
the generality of the preceding sentence, the Company shall in any event pay to
the Executive, the following: (a) the Separation Rights as described in
Section 12 hereof; (b) the Entitlements, and (c) the Rights, all within
five (5) days of the date of termination of employment.


 


11.                                 Consequences
of Termination of Employment by the Executive without Good Reason.  If Executive’s employment hereunder is
terminated by the Executive without Good Reason, the Company shall have no
other obligations to the Executive hereunder other than the obligation to pay
or provide the Entitlements and the Rights.


 


12.                                 Change
of Control.


 


(a) Subject to Subsection 12(b) hereof, and only if, a change of
Control of the Company shall occur and either (i) the Executive continues to be
employed by the Company through the end of the Employment Term or (ii) after
such Change of Control the Executive terminates her employment for Good Reason
or the Company terminates the Executive’s employment other than for Cause or
Disability, then the Executive shall be entitled to receive from the Company
(without limiting any additional rights that she may have under applicable law
in the case of termination prior to the expiration of the Employment Term),
within five (5) days after the expiration of the Employment Term (whether or
not the Executive is then employed by the Company) or the termination of the
Executive’s employment (as applicable), a lump sum payment equal to any sum
remaining on the term of the then current employment contract, but not less
than one year of the executive’s base salary (the “Separation Rights”).  The Company shall also provide the
Rights.  In the event that the change of
control occurs coterminous with the notice of contract renewal, and the
acquiring entity gives timely notice of non-renewal, then the Executive shall
be entitled to the payment of twelve months severance commencing upon
expiration of the employment contract, in addition to the Entitlements and the
Rights as noted above.


 


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(b)  Notwithstanding anything
else herein, to the extent the Executive would be subject to the excise tax
under Section 4999 of the Internal Revenue Code of 1986, as amended (the
“Code”), on the amounts in Section 2(a) above and such other amounts or
benefits he received from the Company and required to be included in the
calculation of parachute payments for purposes of Sections 280G and 4999 of the
Code, the amounts provided under this Agreement shall be automatically reduced
to an amount one dollar less than the amount that, when combined with such
other amounts and benefits required to be so included, would subject the
Executive to the excise tax under Section 4999 of the Code if, and only
if, the reduced amount received by the Executive would be greater than the
unreduced amount to be received by the Executive minus the excise tax payable
under Section 4999 of the Code on such amount and the other amounts and
benefits received by the Executive and required to be included in the calculation
of a parachute payment for purposes of Section 280G and 4999 of the Code.


 


(c)  For purposes of this
Agreement, a “Change of Control” shall be deemed to have occurred if: (i) any
person (as defined in Section 3(a)(9) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and as used in Section 13(d) and
14(d) thereof), excluding the Company, any Subsidiary and any employee benefit
plan sponsored or maintained by the Company or any Subsidiary (including any
trustee of any such plan acting in his capacity as trustee), but including a
“group” as defined in Section 13(d)(3) of the Exchange Act, becomes the
beneficial owner of shares of the Company having at least 20% of the total
number of votes that may be cast for the election of directors of the Company;
(ii) the shareholders of the Company shall approve any merger or other business
combination of the Company, sale of all or substantially all of the Company’s
assets or combination of the foregoing transactions (a “Transaction”), other
than a Transaction involving only the Company and one or more of its
Subsidiaries, or a Transaction immediately following which the shareholders of
the Company immediately prior to the Transaction continue to have a majority of
the voting power in the resulting entity (excluding for this purpose any
shareholder owning directly or indirectly more than 10% of the shares of the
other company involved in the Transaction), or (iii) within any 24 month period
beginning on or after the date hereof, the persons who were directors of the
Company immediately before the beginning of such period (the “Incumbent
Directors”) shall be deemed to be an Incumbent Director if such director was
elected to the Board by, or on the recommendation of or with the approval of,
at least two-thirds of the directors who then qualified as Incumbent Directors
either actually or by prior operation of this Section 12(b) unless such
election, recommendation or approval was the result of an actual or threatened
election contest of the type contemplated by Regulation 14a-11 promulgated
under the Exchange Act or any successor provision.  Notwithstanding the foregoing, no Change of Control of the
Company shall be deemed to have occurred for purposes of this Agreement by
reason of any actions or events in which the Executive participates in a
capacity other than in his capacity as an executive or director of the Company,
provided that the Executive’s voting or tendering, exchanging or otherwise
disposing of any or all his shares of the Company’s capital stock shall not be
deemed participation.  For purposes of
this Section 12(b), “Subsidiary” shall mean any 


 


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entity in which the Company
owns, directly or indirectly, at least 50% of the outstanding securities
generally entitled to vote for the election of directors.


 


13.                                 Non-Competition;
Confidential Information.


 


(a)  The Executive agrees that,
if she terminates her employment without Good Reason (except pursuant to
Section 12) hereunder or he is terminated for Cause, he will not, for a
period of one year after such termination of employment with the Company, in
any manner, directly or indirectly (or have a substantial ownership in, manage,
operate, or control any entity which shall directly or indirectly): (i)
perform, or cause to be performed, or solicit or aid, in any manner,
solicitation of, any work of a type performed by the Company for any firm,
corporation, or other entity (“Customer”) with which, at any time during the
twelve (12) month period prior to termination of the Employment Period, the
Executive, on behalf of the Company or any Subsidiary, conducted any business,
or (ii) induce any personnel to leave the service of the Company or of any
Subsidiary thereof.


 


(b)  The Executive shall hold in
a fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses: (i) obtained by the Executive
during her employment by the Company or any of its affiliated companies and
(ii) not otherwise public knowledge or known within the Company’s
industry.  After termination of the
Executive’s employment with the Company, the Executive shall not, without the
prior written consent of the Company, unless compelled pursuant to the order of
a court or other body having jurisdiction over such matter or upon the advice
of counsel, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it.


 


(c)  The Executive agrees that
the remedy at law for any breach by her of the foregoing shall be inadequate
and that the Company shall be entitled to injunctive relief.  This Section constitutes an independent
and separable covenant that shall be enforceable notwithstanding any right or
remedy that the Company may have under any other provision of this Agreement or
otherwise.


 


14.                                 Garnishment.  The benefits payable under this Agreement
shall not be subject to garnishment, execution or levy of any kind, and any
attempt to cause any benefits to be so subjected shall not be recognized.


 


15.                                 Notice.  Any notice or any other communication
required or permitted hereunder shall be in writing and shall be delivered
personally, or sent by certified mail, return receipt requested, by Federal
Express, Express Mail or similar overnight delivery or courier service, or by
telecopy, answerback received.  Notice
to the Executive shall be delivered to her address set forth the head of this
Agreement, and notice to the Company shall be sent as follows:


 


Office of the General Counsel


 


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Computer Horizons Corp.


49 Old Bloomfield Avenue


Mountain Lakes, New Jersey 07096


 


Any notice given by certified mail shall be deemed given five days
after the time of certification thereof. 
Any notice given by other means permitted by this Section 13 will
be deemed given at the time of receipt thereof.


 


Any party may by notice given in accordance with this Section to
the other parties, designate another address or person for receipt of notices
hereunder.


 


16.                                 Applicable
Law.  This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New Jersey without reference to its conflict of law provisions.


 


17.                                 Successors;
Binding Agreement.  The Company
shall require any successor (whether direct or indirect, by purchase of stock
or assets, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company, expressly to assume and agree, in a
written instrument in form and substance satisfactory to the Executive and her
counsel, to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had
taken place.  Notwithstanding anything
herein to the contrary, this Agreement may not be assigned by the Company
without prior written consent of the Executive.  This Agreement shall inure to the benefit of, and be enforceably
by, the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  This Agreement is personal to the Executive
and neither this Agreement nor any rights hereunder may be assigned by the
Executive.


 


18.                                 No
Mitigation; No Set-Off.  The Company
agrees that if the Executive’s employment with the Company is terminated during
the Employment Term for any reason whatsoever, the Executive is not required to
seek other employment or to attempt in any way to reduce any amounts payable to
the Executive by the Company pursuant to this Agreement.  Further, the amount of any payment or
benefit provided for in this Agreement shall not be reduced by any compensation
earned by the Executive or benefit provided to the Executive as the result of
employment by another employer or otherwise.


 


19.                                 Miscellaneous.  No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and such officer of the
Company as may be specifically designated by the Board of Directors of the
Company.  No waiver by either party
hereto of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.  This Agreement constitutes the
entire Agreement between the parties hereto pertaining to the subject matter
hereof.  No agreements or
representations, oral or otherwise, express or 


 


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implied, with respect to the
subject matter hereof have been made by either party which are not expressly
set forth in this Agreement.


 


20.                                 Counterparts.  This Agreement may be executed in several
counterparts each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


21.                                 Separability.  If any provisions of this Agreement shall be
declared to be invalid or unenforceable, in whole or in part, such invalidity
or unenforceability shall not affect the remaining provisions hereof which
shall remain in full force and effect.


 


22.                                 Non-Exclusivity
of Rights.  Nothing in this
Agreement shall prejudice, prevent or limit the Executive’s previously vested
rights under, or continuing or future participation in, any benefit, bonus,
incentive, equity or other plan or program provided by the Company and for
which the Executive may qualify, nor shall anything herein limit or otherwise
prejudice such rights as the Executive may have under any other currently
existing plan or agreement regarding severance from employment with the Company
or statutory entitlements.


 


23.                                 Beneficiary.  The Executive shall be entitled to select
(and change, to the extent permitted under any applicable law) a beneficiary or
beneficiaries to receive any compensation or benefit payable under this
Employment Agreement following his death by giving the Company written notice
thereof in accordance with the applicable Company Policies.  In the event the Executive's death or a
judicial determination or her incompetence, reference in this Agreement to the
Executive shall be deemed, where appropriate, to refer to his beneficiary
estate or other legal representative.


 


IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and the Executive has hereunto set his hand as of the date first set
forth above.


 


	
   

  	
  COMPUTER HORIZONS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J.
  Shea        8/19/03

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristin R.
  Evins        8/19/03

  	
   

  
	
   

  	
   

  	
  Kristin R. Evins

  	
   

  



 


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