Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


AGREEMENT made as of the 8th day of
September, 2004, 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 John Ferdinandi (hereinafter called the
“Executive”).


 


W I T N E S S E T H:


 


WHEREAS, the Executive is employed as
Controller of the Company


 


WHEREAS, the
Company desires to continue the employment the Executive in the current
position within 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 employ the
Executive 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. In the
event the company fails to provide a timely notice as stated above, the
agreement shall automatically renew for another consecutive one year period.


 


3.             Duties.  The Executive shall serve as the Company’s
Controller.  In such capacity the
Executive shall report to the Chief Financial Officer of the Company (the “CFO”)
and shall reasonably perform such duties and functions, consistent with his
status as a senior executive of the Company, as may be assigned by the
CFO.  During the Employment Term, the
Executive shall devote substantially all of his business time and his best
efforts, energies, skills and attention to the business and affairs of the
Company.  The foregoing shall not limit
the Executive’s right to be involved in civic or charitable activities and
manage his own personal investments, provided that such activities do not
materially interfere with his providing of his 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


 


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the rate of $125,000 per annum. 
The base salary payable to the Executive hereunder may be increased, but
not decreased, from time to time, in the discretion of the CFO, subject to the
approval and ratification of the CEO and the Board of Directors. (The base
salary, as it may be increased from time to time, is hereinafter referred to as
the “Base Salary”). The Executive shall also receive the other compensation in
the form of bonus and stock options articulated in his offer letter of August 5,
2004.


 


(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
CFO may, in his discretion, subject to the approval and ratification of the CEO
and the Board of Directors, award the Executive.


 


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 of 3 weeks
in the first year of employment and 4 weeks per year thereafter;


 


(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”). (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 his 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 at any time thereafter while the Executive remains
incapable of performing his duties hereunder, terminate the Executive’s
employment hereunder, effective immediately, by giving the Executive written
notice of such termination.  In such event,
the


 


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Company shall have no other obligation to the Executive of his
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 or businesses, (b) during the employment term, 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)
during the employment term, 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 his dependents other than to pay, when otherwise
due, any unpaid Base Salary for the period prior to such termination and to 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 his 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 and Section 4 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
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 his dependents is participating
immediately prior to such Change of Control or plans or arrangements that in
the aggregate provide the Executive with substantially similar benefits, or the
taking of any action by the Company that would adversely affect the Executive’s
or his dependent’s participation in, or reduce the Executive’s or his 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 for 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 he may have hereunder and under
applicable law.  Without limiting the
generality of the preceding sentence, the Company shall in any event 


 


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accelerate any unvested stock options designated to the Executive to
fully vested and 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.
Subject to Section 12, which shall govern in the event that a change of
control has occurred, in the case where no change of control has occurred and
the Executive’s contract expires and is not renewed, the Company shall not be
deemed to be in breach, but the Executive shall be entitled to one year of
salary or one and one half weeks salary for every year of employment with the
Company, whichever is greater, and the Entitlements and the Rights, to be paid
within five (5) days of the date of cessation 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 obligation 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, if, 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 his 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 he may have under applicable law
in the case of termination prior to the expiration of the Employment Term),
within five (5) days after the termination of the Executive’s employment, a
lump sum payment equal to the sum of (x) the Entitlements and (y) the sum of
(1) the Executive’s Base Salary remaining on the then – current contract term
or one year of base salary, whichever is greater (the “Separation Rights”). The
Company shall also provide the Rights. In the event that the change of control
occurs coterminous with the time for notice of contract renewal, and the
acquiring entity gives timely notice of non-renewal, then the Executive shall
be entitled to the payment of one year’s base salary, calculated from the date
of notice of non-renewal, within (5) five days after termination of the
Executive’s employment, in addition to the Entitlements and Rights as noted
above..


 


(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


 


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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 cease (for any
reason other than death) to constitute at least a majority of the Board or the
board of directors of any successor to the Company, provided that, any director
who was not a director as of the date hereof 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 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 he terminates his 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 his employment by the Company
or any of its affiliated companies and (ii) not otherwise public knowledge or
known within the Company’’ 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.


 


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(c) 
The Executive agrees that the remedy at law for any breach by him 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 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 his address set forth at the head of this Agreement, and notice
to the Company shall be sent as follows:


 


General Counsel


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 his 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 enforceable 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


 


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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 implied, with respect to the
subject matter hereof have been made by either party which are not expressly
set forth in this Agreement. This Agreement supercedes any others which may
have been signed prior to this one. The Company represents and warrants that
its execution and delivery of this agreement has been duly authorized by proper
corporate action.


 


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 applicable Company policies.  In the event of the Executive’s death or a
judicial determination or his 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/ William J. Murphy     4/10/2005

  	
   

  
	
   

  	
  President
  and CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John E. Ferdinandi     4/10/2005

  	
   

  
					



 


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August 5, 2004


 


 


John Ferdinandi


4 Penwood Drive


Morris Plains, NJ  07950


 


Dear John:


 


On behalf of Computer Horizons Corp. (CHC), I am pleased to extend to
you an offer of employment for the position of Controller commencing on September 8,
2004.


 


Your compensation and benefits package includes the following:


•                  A
starting semi-monthly salary of $5,208.33.


•                  A
one time sign-on bonus of $15,000.00 payable on September 15, 2004.  In the event you should voluntarily resign
prior to September 8, 2005, CHC will expect repayment of this bonus on a
pro-rata basis.


•                  An
incentive stock option award of 5,000 shares of CHC stock.  You will receive a separate document
detailing the terms and conditions (such as vesting, strike price, etc.) of
this stock award upon your date of hire.


•                  Discretionary
annual management bonus based on the profitability of Computer Horizons Corp.


•                  Three
weeks vacation time immediately upon hire. 
Should you not use this vacation time within your first year of service,
or should you voluntarily resign prior to September 8, 2005 any unused
vacation balance will be forfeited. 
Beginning September 1, 2005 and thereafter, you will be awarded
four weeks of vacation time annually in accordance with our normal vacation
policy.


•                  401(k)
and employee stock purchase plans.


•                  Medical
insurance and prescription drug coverage through UnitedHealthcare.  Dental coverage through Aetna. Vision
coverage through Vision Service Plan.


•                  Life
insurance, short-term and long-term disability insurance.


•                  Medical
and dependent flex spending programs.


•                  Tuition
reimbursement, adoption benefit program, prepaid legal services, and long-term
care insurance


 


Each CHC benefit plan has eligibility requirements.  Comprehensive details pertaining to each
benefit program will be provided to you during orientation.  CHC continually reviews its benefits and
reserves the right to make changes to the program at any time.


 


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John Ferdinandi


August 5, 2004


 


John, as the Company embarks upon the most exciting period in its
history, it will look to you and others like you to fulfill the promise of our efforts
to date.  This letter is intended to
express the Company’s sincere confidence in your talents and your ability to
assist us in building the future.


 


Your signature below will be your indication of acceptance of our
offer.  This offer letter, if accepted,
must be signed no later than August 9, 2004 and returned to the following
address:  Susan Muller, Mgr. Compensation
& Employee Benefits, Computer Horizons Corp., 49 Old Bloomfield Ave.,
Mountain Lakes, NJ  07046.


 


	
  Sincerely,

  
	
  Computer Horizons Corp.

  
	
   

  
	
  /s/Michael J. Shea

  	
   

  
	
   

  
	
  Michael J. Shea

  
	
  Vice President & CFO

  
	
   

  
	
  Accepted:

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
    

  	
   

  
	
  Signature:

  	
  /s/ John Ferdinandi

  	
   

  	
  Date:

  	
    August 9,
  2004

  	
   

  
	
  John
  Ferdinandi

  	
   

  	
   

  
							



 


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