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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-21040
CAMBRIDGE TECHNOLOGY PARTNERS
(MASSACHUSETTS), INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1320610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8 Cambridge Center
Cambridge, Massachusetts 02142
(Address of principal executive offices) (Zip Code)
(617) 914-9800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
As of October 31, 1999 there were 60,407,583 shares of common stock
outstanding.
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CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
TABLE OF CONTENTS
-----------------
PART II - OTHER INFORMATION:
Item 6: Exhibits and Reports on Form 8-K 3
SIGNATURES 4
EXHIBIT INDEX 5
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The purpose of this first Amendment to the Registrant's Current Report on Form
10Q for the period ended September 30, 1999 (the "Current Report") is to include
two exhibits that were listed as exhibits to the Current Report but were
inadvertantly omitted from the electronic filing made to the Securities and
Exchange Commission on November 15, 1999. The two previously omitted exhibits
are included herewith as Exhibits 10.1 and 10.2.
ITEM 6. Exhibits and Reports on Form 8-K
- - ------- --------------------------------
(a) Exhibits:
3(i)(1) Amended and Restated Certificate of Incorporation of the Company,
as amended.
3(ii)(2) Amended and Restated By-laws of the Company.
4.1(3) Rights Agreement dated June 23, 1997 by and between the Company
and ChaseMellon Shareholder Services, LLC ( the "Rights
Agreement").
4.2(4) Amendment No. 1 to the Rights Agreement dated September 30, 1998
by and between the Company and ChaseMellon Shareholder Services,
LLC.
10.1 Amended and Restated Service Agreement between the Company and
Gerard Van Kemmel, dated July 12, 1999.
10.2 Agreement between the Company and James K. Sims, dated as of
September 1, 1999.
11(5) Statement Regarding Computation of Per Share Earnings.
27(6) Financial Data Schedule.
- - --------------------------------------------------------------------------------
(1) Incorporated herein by reference to Exhibit 3.1 to the
Company's Report on Form 10-Q for the period ended June 30,
1998.
(2) Incorporated herein by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (File No. 33-
56338).
(3) Incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A/A filed on
September 30, 1998.
(4) Incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form 8-A/A filed on
September 30, 1998.
(5) Incorporated herein by reference to Exhibit 11 to the
Company's Report on Form 10-Q for the period ended September
30, 1999.
(6) Incorporated herein by reference to Exhibit 27 to the
Company's Report on Form 10-Q for the period ended September
30, 1999.
(b) Reports on Form 8-K:
The Company did not file any current reports on Form 8-K during the three
months ended September 30, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
Date: March 12, 2000 By: /s/ John J. Gavin
-----------------------------
John J. Gavin
Executive Vice President and
Chief Financial Officer
By: /s/ Louis P. Persico
-----------------------------
Louis P. Persico
Vice President, Controller and
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3(i)(1) Amended and Restated Certificate of Incorporation of the Company,
as amended.
3(ii)(2) Amended and Restated By-laws of the Company.
4.1(3) Rights Agreement dated June 23, 1997 by and between the Company
and ChaseMellon Shareholder Services, LLC (the "Rights
Agreement").
4.2(4) Amendment No. 1 to the Rights Agreement dated September 30, 1998
by and between the Company and ChaseMellon Shareholder Services,
LLC.
10.1 Amended and Restated Service Agreement between the Company and
Gerard Van Kemmel, dated July 12, 1999.
10.2 Agreement between the Company and James K. Sims, dated as of
September 1, 1999.
11(5) Statement Regarding Computation of Per Share Earnings.
27(6) Financial Data Schedule.
- - --------------------------------------------------------------------------------
(1) Incorporated herein by reference to Exhibit 3.1 to the
Company's Report on Form 10-Q for the period ended June 30,
1998.
(2) Incorporated herein by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (File No. 33-
56338).
(3) Incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A/A filed on
September 30, 1998.
(4) Incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form 8-A/A filed on
September 30, 1998.
(5) Incorporated herein by reference to Exhibit 11 to the
Company's Report on Form 10-Q for the period ended September
30, 1999.
(6) Incorporated herein by reference to Exhibit 27 to the
Company's Report on Form 10-Q for the period ended September
30, 1999.
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Exhibit 10.1
DATED JULY 12, 1999
CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
GERARD VAN KEMMEL
AMENDED AND RESTATED
SERVICE AGREEMENT
<PAGE>
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
Parties 1
Agreement 1
1 Definitions and Interpretation 1
2 Appointment 7
3 Duties 8
4 Remuneration and Expenses 9
5 Place of Work 12
6 Hours of Work 13
7 Holidays and Vacation 13
8 Illness 14
9 Confidentiality 15
10 Conflicts of Interest 17
11 Intellectual Property 17
12 Termination 19
13 Group Reconstruction 24
14 Action to be taken upon Termination 25
15 Restrictions following Termination 26
16 Directorship and Officer Positions 29
17 Statutory Requirements 30
18 General 30
19 Notices 31
20 Governing Law 32
</TABLE>
WHEREAS, On July 14, 1997, Gerard Van Kemmel and Peter Chadwick Holdings Limited
entered into a Service Agreement employing Gerard Van Kemmel as
President Directeur General of Peter Chadwick SA;
WHEREAS, Cambridge Technology Partners (Massachusetts), Inc. subsequently
acquired Peter Chadwick Holdings Limited and its subsidiaries;
WHEREAS, Cambridge Technology Partners (Massachusetts), Inc. desires to employ
Gerard Van Kemmel as Chief Operating Officer, and Gerard Van Kemmel is
so willing to serve; and
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WHEREAS, The parties wish to amend and restate this Service Agreement as a
continuing agreement with the terms and conditions set forth herein
(the "Agreement").
PARTIES
1. CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC. ("the Company"),
whose headquarters is at 8 Cambridge Center, Cambridge, Massachusetts
02142, and which is the indirect owner of Peter Chadwick Holdings
Limited and its subsidiaries
2. GERARD VAN KEMMEL of 19 Avenue Henri Fontaine 92380 Garches France
("the Employee")
AGREEMENT
1. F. Definitions and Interpretation
------------------------------
1.1 In this Agreement the following words and expressions shall have the
following meanings:-
the Board: the Board of directors of the Company or any Committee of
the Board duly appointed by it;
the CEO: the Chief Executive Officer of the Company, and in the
absence of a CEO, the Board of Directors;
Change in Supervision: the resignation from or termination of the then
current CEO's employment with the Company;
Client: any person, concern, undertaking, partnership, association,
firm or body corporate or any person, division, branch or
establishment within any such entity responsible for any particular
product, service or brand which at any time during the Employee's
employment with the Group: (i) was a customer or client of the Group,
or (ii) to whom the Group has made a pitch or presentation or other
such offer or request to provide services (which has not been finally
refused or rejected by the Client);;
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Competitor: any person, concern, undertaking, partnership,
association, firm or body corporate which is engaged in, carries on,
or is planning to engage in or carry on, within any part of the
Restricted Territories any business of management consulting, systems
integration, internet solutions, custom and package software
deployment, network services, training, and/or any other business
which performs services similar in nature to those services performed
by or under plan of being performed by the Group at the Termination
Date;
Confidential Information: all and any information, whether intangible,
or whether printed, recorded or reproduced by manual, mechanical,
computer, electrical, electronic, graphic, optical, or by any other
means or process or medium whether or not eye-readable on which any
information may from time to time be recorded, not in the public
domain (or which comes into the public domain as a result of
unauthorised disclosure by the Employee or by any other person who
owes the Group an obligation of confidentiality in respect of the
information disclosed) concerning the business and/or finances of the
Group, or any partners or joint venturers of the Group, or any Client
or Supplier, including, without prejudice to the generality of the
foregoing: trade secrets; proprietary information; customer/client
lists, contact details of Clients and Suppliers and individuals within
Clients and Suppliers; technical information, know how, methodologies,
research and development; financial projections, targets, details and
accounts; fee levels, pricing policies, commissions and commission
charges; budgets, forecasts, reports, interpretations, records and
corporate and business plans; planned products and services; marketing
and advertising plans, requirements and materials; marketing surveys
and research reports and market share and pricing statistics; computer
software, passwords; and related documentation; compensation, benefits
and other matters relating to employees
Group Company: any company which is from time to time a holding
company (as defined by Section 736 Companies Act 1985 (as amended by
the Companies Act 1989)) of the Company, a subsidiary (as so defined)
of the Company or a subsidiary (as so defined) of a holding company
(as so defined) of the Company;
the Group: any one or more and/or all of the following: the Company,
all Group Companies, and/or each of their respective predecessors,
direct owners and/or indirect owners;
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Invention: any discovery, invention, secret process, improvement in
procedure, methodology, trade mark, service mark, work of authorship,
mask work, data, computer and/or software program, design or copyright
work that is made, discovered, conceived, produced and/or reduced to
practice by the Employee alone or jointly with others during the
Employee's employment with the Group and which is in connection with
or in any way affecting or relating to the business of the Group or
capable of being used or adapted for use in connection with the
business of the Group, or that results from work assigned to the
Employee by the Group, or that results from use of premises or
property or know-how owned, leased or contracted by the Group;
the Restricted Territories: any country in which the Group carries,
carried on, or is planning to carry on any part of its business or in
which it has provided services or is planning to provide services;
Supplier: any person, concern, undertaking, partnership, association,
firm or body corporate or any division within any concern,
undertaking, partnership, association, firm or body corporate, which
at any time during the Employee's employment with the Group was a
supplier to or the introducer of a prospective customer to the Group;
and
Termination Date: the date on which the Employee's employment under
this Agreement is terminated, for any reason.
1.2 In this Agreement (unless the context requires otherwise);-
1.2.1 any reference to any statute or statutory provision shall be construed
as including a reference to any modification, re-enactment or
extension of such statute or statutory provision for the time being in
force or to any subordinate legislation made under the same;
1.2.2 the singular includes a reference to the plural and vice versa;
1.2.3 any reference to a Clause is to a Clause of this Agreement; and
1.2.4 "directly or indirectly" shall (without prejudice to the generality of
the expression) mean either alone or jointly with any other person,
concern, undertaking, partnership, association, firm or body corporate
or any division, branch or establishment within any such entity, and
whether on his own account or jointly or in concert with another or
others or as the holder of any interest in or as officer, director,
stockholder, joint venturer, employee or agent of or consultant to or
on behalf of any other person, concern, undertaking, partnership,
association, firm or body corporate or any division, branch or
establishment within any such entity.
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1.3 The headings contained in this Agreement are for the purposes of
convenience only and do not form part of and shall not affect the
construction of this Agreement or any part of it.
2. Appointment
2.1 The Employee initially was appointed hereunder as President Directeur
General of Peter Chadwick SA. Effective May 3, 1999, the Company
appoints the Employee and the Employee agrees to serve the Company as
Chief Operating Officer, subject to the terms and conditions of this
Agreement.
2.2 The appointment of the Employee under this Agreement as Chief
Operating Officer, shall (subject to earlier termination as provided
in Clause 12) continue thereafter unless and until terminated by
either party giving to the other not less than three months' notice in
writing. The Company may provide three (3) months' pay in lieu of such
notice, in accordance with Clause 12.7.
2.3 The Employee warrants that by entering into these or any other
arrangements made between the Group and him and in the performance of
his duties on behalf of the Group he has not and will not be in breach
of any express or implied terms of any contract with or other
obligation to any third party binding on him, including without
limitation the provisions of any restrictive covenants or
confidentiality obligations, arising out of any employment with any
other employer or former employer.
3. Duties
3.1 The Employee shall perform during his employment such duties and
exercise such powers in relation to the business of the Company and of
any Group Company as may from time to time be assigned to or vested in
him by the CEO and that from time to time may be enlarged and/or
narrowed at the discretion of the CEO. The Employee shall perform such
services for the Company and any Group Company (without further
remuneration except as set out in this Agreement) and shall accept
such offices in any such companies as the CEO may require, and shall
if so required accept employment with any other Group Company on terms
substantially the same as, and no less favorable to him than, the
terms of this Agreement.
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3.2 The Employee shall, subject to Clause 3.3 below, during his employment
well, diligently, faithfully and exclusively serve the Company and the
Group Companies and use his best endeavours to promote, develop and
extend their businesses and interests and shall devote his whole
working and exclusive time and attention to the duties of his office.
3.3 Notwithstanding the foregoing, the Employee may spend up to one
working day per quarter fulfilling the outside commitments and
positions which he has disclosed to the Company in writing prior to
signing this Agreement.
3.4 The Employee shall carry out his duties and exercise his powers
jointly with any other person appointed by the CEO to act jointly with
him.
4. Remuneration and Expenses
4.1.1 During the period of time that the Employee is employed hereunder, the
Company shall cause to be paid to the Employee by way of remuneration
for his services under this Agreement a basic salary at the rate of
the equivalent of FOUR HUNDRED THOUSAND UNITED STATES DOLLARS
($400,000) per annum.
4.1.2 Such salary shall be:
4.1.2.1 payable by equal monthly installments, one quarter in French
Francs and three quarters in English pounds, in arrears on
the day appointed by the CEO for payment of employees'
salaries or pro rata where the Employee is only employed
hereunder during part of a month;
4.1.2.2 reviewed by the Board annually in December of each year,
provided that the Employee is employed hereunder at such
time.
4.2 In addition to the salary set forth in Clause 4.1, the Employee shall
be eligible to earn an annual bonus in an amount of up to 75% of such
salary, in accordance with and subject to the terms and conditions (i)
of any annual bonus plan and/or policy for officers set by the Company
as may be modified from time to time and (ii) as otherwise may be
reasonably determined and required by the CEO in his sole discretion.
4.3 Subject to any expense policy established by the Company as may be
modified from time to time, the Company shall reimburse the Employee
for all reasonable travelling, hotel and other out-of-pocket expenses
which are properly and necessarily incurred by him in or about the
performance
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of his duties and for which expense reports, with receipts or other
supporting documents, are provided to the reasonable satisfaction of
the CEO.
4.3.1 While the Employee spends time in North America in order to perform
his duties hereunder, the Company shall pay the Employee's living
expenses incurred while performing such duties in North America as
follows:
4.3.1.1 The Company shall provide an apartment for the Employee in a
location in North America, subject to any policy set by the
Company as may be modified from time to time and subject to
approval by the CEO, and the Company shall pay for the cost
of heat, water, electric and telephone utilities that the
Employee may incur while renting such apartment. The
apartment, as well as the above-listed utilities, shall be
listed in the Company's name and the Company shall pay such
rental fees and utilities directly to the apartment owner
and utility holders, respectively;
4.3.1.4 For each complete calendar month for which the Employee is
employed hereunder, the Company shall reimburse the Employee
for the cost of one (1) round-trip, first-class airfare for
(i) the Employee to travel from the United States to France
and/or (ii) one member of the Employee's immediate family to
travel from France to the United States for the purpose of
visiting the Employee, if such trip(s) are taken prior to
the Termination Date. The Employee shall submit any such
expenses in accordance with Clause 4.3. Any such trip not
taken by the Employee's Termination Date shall be forfeited
and its value shall not be paid to the Employee.
4.4 The Company shall provide and maintain (including the costs of
servicing, taxing, insuring and fueling the same) one car which will
be a BMW 735 or an equivalent make or model in accordance with Company
policy as may be modified from time to time and, having regard to the
Employee's responsibilities, for the use of the Employee for the
performance of his duties in France, such car to be changed from time
to time in accordance with the Company's policy regarding replacement
cars. The Employee shall be at liberty to use the car for his private
purposes but shall:-
4.4.1 take good care of the car and procure that the provisions and
conditions of any policy of insurance relating to the car are
observed;
4.4.2 comply with any directions from time to time given by the Company with
regard to the cars provided by the Company for the use of its staff.
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4.5 The Employee agrees and acknowledges that his entitlement to the
provision and use of the car subsists only so long as he continues to
be employed hereunder and that he shall return the car to the Company
immediately upon the termination of his employment under this
Agreement, regardless of the reason for termination. The Employee
shall not be entitled to retain the car as a purported set-off or
otherwise against any claim by the Employee for damages from the
Company.
4.6 If for any reason the Employee is disqualified from driving, the
Employee shall if the Company in its absolute discretion so determines
cease to be entitled to the use of the car during the period of
disqualification. The Employee shall upon demand return the car to the
Company and shall not be entitled to any compensation or payment in
lieu in this respect nor shall such Employer's action constitute a
breach of contract.
4.7 The Employee and his spouse and children under 18 years of age shall
be entitled to participate in any private health care insurance scheme
providing benefits for medical and surgical treatment which the
Company may from time to time maintain in France (subject always to
the rules of such scheme).
4.8 The Employee shall be entitled to participate in any scheme of Health
and Life Insurance, which the Company may from time to time maintain
in France (subject always to the rules of such scheme).
5. Place of Work
The Employee shall perform his duties at such places as the CEO may
reasonably require from time to time for the proper performance and
exercise of the Employee's duties and powers. Should the Employee
choose to relocate to the United States while employed hereunder, the
Company shall, subject to the approval of the CEO and any relocation,
travel and/or expense reimbursement policies of the Company as may be
modified from time to time, pay such packing and moving expenses as
are reasonably incurred by him, and a relocation stipend equal to six
months of the annual salary set forth in Clause 4.1.1 to cover other
relocation expenses. The Employee shall not be entitled to receive any
additional remuneration for relocation. Moreover, effective as of the
date of any such relocation to the United States, the Employee will no
longer be eligible for the remuneration and benefits set forth in
Clauses 4.3.1.1 through 4.3.1.4 and 4.4 through 4.5, and the Employee
shall immediately vacate any Company-provided apartment and
immediately return all keys to such apartment to the Company; and
shall immediately return any Company-provided cars and all keys to any
such cars to the Company.
6. Hours of Work
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There are no normal hours of work applicable to the Employee but the
Employee shall conform to such hours of work as may from time to time
reasonably be required of him and in any event he shall work such
hours as may be necessary for the proper performance of his duties.
The Employee shall not be entitled to receive any additional
remuneration other than that provided in this Agreement, regardless of
the hours worked.
7. Holidays and Vacation
7.1 In addition to the usual French public holidays, the Employee shall be
entitled without loss of remuneration to five weeks' vacation in each
calendar year to be taken at such time or times as may be approved by
the CEO. Unless otherwise approved by the CEO, any unused vacation
remaining at the end of any calendar year shall lapse and be forfeited
by the Employee. The Employee shall not, unless otherwise agreed to by
the CEO or otherwise required by law, be entitled to unpaid leave or
payment in lieu of vacation for whatever reason.
7.2 After the Termination Date, subject to Clause 17.2, the Employee shall
be entitled to payment (based on the salary rate in effect under
Clause 4.1.1) for vacation, pro rated as 2.085 vacation days for each
complete calendar month of the Employee's service hereunder during the
calendar year of termination, less vacation time actually taken during
such year.
8. Illness
8.1 The Employee shall continue to be paid during absence due to any
illness, accident or other incapacity (such payment to be inclusive of
any statutory sick pay or social security benefits to which he may be
entitled) for a total of up to 3 months during any 12 month period.
8.2 The Employee shall report immediately to the CEO, or such person as
the CEO may from time to time direct, any accident occurring during
his employment, however trivial.
8.3 Immediately following the Employee's return to work after a period of
absence of three days or less which, or any part of which, has not
previously been authorised by the CEO, the Employee shall on request
by the CEO complete a self-certification form in such form as the CEO
may require stating the date of, and the reason for, the Employee's
absence. Self-certification forms will be retained in the Company's
records.
8.4 For periods of absence of more than three consecutive days, the
Employee shall, if so required by the CEO, produce a doctor's
certificate verifying that any absence from work is due to accident or
ill-health and in default such absence shall be deemed to be
unjustified.
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8.5 If the illness, accident or other incapacity shall be or appear to be
occasioned by actionable negligence of a third party in respect of
which damages are or may be recoverable, the Employee shall
immediately notify the CEO of that fact and of any claim, compromise,
settlement or judgment made or awarded in connection with it, shall
give to the CEO all particulars the CEO may reasonably require and
shall, if required by the CEO, refund all or such part of the sums
paid to or for the benefit of the Employee by way of salary, bonus or
benefit during the relevant period as the CEO may reasonably determine
provided that the amount to be refunded shall not exceed the amount of
damages or compensation and interest thereon recovered by the Employee
less any costs borne by the Employee in connection with the recovery
of such damages or compensation and shall not exceed the total
remuneration paid to him by way of salary, bonus and benefits in
respect of the period of such illness, accident or other incapacity.
9. Confidentiality
9.1 Except in so far as is required for the proper performance of his
duties or as expressly authorised in writing by the CEO the Employee
shall at all times during his employment with the Group, and after the
Termination Date, use his best endeavors to prevent the publication,
disclosure or unauthorized use of any Confidential Information.
9.2 Except in so far as is required for the proper performance of his
duties or as expressly authorised in writing by the CEO the Employee
shall not at any time during his employment with the Group or after
the Termination Date:-
9.2.1 communicate or divulge to any person, concern, undertaking,
partnership, association, firm or body corporate, or make any use of,
any Confidential Information;
9.2.2 copy or reproduce in any form or by or on any medium or device, or
allow others access to or to copy or reproduce, any Confidential
Information;
9.2.3 remove from the Group's premises any Confidential Information.
9.3 The Employee shall not be restricted from disclosing (but only to the
proper recipient) any Confidential Information which the Employee is
required to disclose by law or any order of a court of competent
jurisdiction or any relevant regulatory body of competent
jurisdiction, provided that the Employee shall, unless prevented by
law from so doing, have given prior written notice to the Company of
the requirement and of the information to be disclosed and allowed the
Company a reasonable opportunity to apply to the relevant Court or
body or prevent disclosure before the
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Employee makes it; and
9.4 The Employee acknowledges that all Confidential Information at any
time in the Employee's control or possession are and shall at all
times remain the sole and absolute property of the Group and the
Employee undertakes both during his employment with the Group and
after the Termination Date:
9.4.1 to exercise all due care and diligence to avoid any unauthorized
publication, disclosure or use of any Confidential Information;
9.4.2 whenever requested by the Company, to deliver up and return to the
Company any Confidential Information (including all copies of
Confidential Information whether or not lawfully made or obtained) or
(at the Company's option) to delete Confidential Information from any
re-usable medium; and
9.4.3 to do such things and sign such documents at the expense of the
Company as shall be reasonably necessary to give effect to Clause 9.4
and/or to provide evidence that Clause 9.4 has been complied with.
9.5 The Employee agrees that the restrictions set out in Clause 9 are
without prejudice to any other duties of confidentiality, care or
loyalty owed to the Group, whether express or implied, and that the
restrictions in Clause 9 will remain in force after the termination
(for whatever reason) of the Employee's employment with the Group.
10. Conflicts of Interest
10.1 The Employee shall not without the previous written consent of the CEO
during the course of his employment with the Group:-
10.1.1 directly or indirectly engage in any business other than pursuant to
this Agreement;
10.1.2 directly or indirectly engage or be interested in any other business
undertaking or activity which would or might reasonably or inevitably
require him to use and/or disclose any Confidential Information in
breach of this Agreement;
10.1.3 directly or indirectly engage or be interested in any other business
undertaking or action which would or might reasonably be expected to
compete or conflict with the business or interests for the time being
of the Group; or
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10.1.4 hold any directorship of any company which has not been disclosed to
the Group prior to commencing employment with the Group;
10.1.5 make any investment of more than 1% in the securities of any publicly
held company, and in addition thereto, no later than the date that the
Employee executes this Agreement in its amended and restated form, the
Employee shall disclose to the Company any information as to any
financial interest which he holds in any other company and any
positions held by him as an officer or director of any other company.
11. Intellectual Property
11.1 The Employee shall immediately disclose any Invention to the Group,
and any Invention, whether or not disclosed, as well as the product of
all work performed by the Employee during and within the scope of his
employment with the Group, shall belong to and be the sole and
absolute property of the Company or such Group Company as the Company
may nominate for the purpose. The Employee also agrees to assign, and
does hereby assign, all Inventions to the Company and agrees that any
copyrightable work made by him in the course of his employment with
the Group shall be a work for hire.
11.2 The Employee shall, at the request and expense of the Company (or its
nominee), (whether during or after the termination of this Agreement
for any reason) apply or join in applying for patents, trade marks or
other equivalent protection in the United Kingdom or any other part of
the world for any Invention and complete all instruments and do all
things necessary for vesting patents, trade marks or other equivalent
protection when obtained and all right, title and interest to and in
the same in the Company (or its nominee) absolutely and as sole
beneficial owner. The Employee hereby irrevocably appoints the Company
and its authorized officers and agents to be his attorney in his name
and on his behalf to complete any such instrument or do any such thing
and generally to use his name for the purpose of giving to the Company
(or its nominee) the full benefit of the provisions of this Clause.
11.3 Until such time as any Invention is fully vested in the Group pursuant
to Clause 11.2 the Employee shall hold all rights, title and interest
in the Invention in trust for the Group absolutely.
11.4 The Employee acknowledges and agrees that the Employee will not
(whether during or after his employment with the Group) apply or join
in applying for any patent, registered design, trade mark, copyright
or other equivalent protection in respect of any Invention without the
prior written approval of the Company.
18
<PAGE>
11.5 The Employee further acknowledges that having regard in particular to
the nature of the business of the Group and the nature of the
Employee's skills, qualifications and expertise:-
11.5.1 the normal duties of the Employee include the making of Inventions and
Inventions may result from the carrying out by the Employee of his
duties; and
11.5.2 because of the nature of the Employee's duties referred to in this
Clause and the responsibilities arising from the nature of those
duties, the Employee has a special obligation to further the interests
of the Group's undertaking.
12. Termination
12.1 The employment of the Employee and this Agreement may be terminated
for cause by the Company without notice and without payment in lieu of
notice for any of the following reasons, and upon such termination,
the Company shall have no further obligation or liability to the
Employee relating to the Employee's employment or this Agreement,
other than any salary, bonus and/or any benefits provided hereunder
that are earned but unpaid through the Termination Date:-
12.1.1 if the Employee shall become of unsound mind;
12.1.2 in the event of the Employee's death;
12.1.3 if the Employee shall have committed any breach of his obligations
under this Agreement, including without limitation any breach of
Clauses 2.3, 3.2, 9, 10, 11 and/or 15; or persistently failed or
neglected to carry out his duties under this Agreement; or failed to
maintain a satisfactory standard of conduct or performance within a
reasonable time after receiving written warning from the CEO relating
to the Employee's conduct and/or performance; committed any act in
violation of the Company's policies and/or procedures; or committed
any act of insubordination or disloyalty or breach of fiduciary duty
toward the Company or any Group Company;
12.1.4 if the Employee shall have engaged in conduct (whether or not in the
course of his employment) tending to bring himself, the Company or any
Group Company into disrepute or otherwise to affect prejudicially the
interests of the Company or any Group Company;
12.1.5 if the Employee shall have committed a felony or an act of bankruptcy,
fraud or embezzlement or compounded with his creditors generally; or
misappropriated any money, assets or other property (tangible or
intangible) of the Company or any Group Company; or committed any act
of unfair
19
<PAGE>
competition with the Company or any Group Company; or committed any
acts in violation of any applicable securities laws, civil or
criminal; or committed any acts in violation of any applicable
immigration laws that subjects the Company or Group Companies to
liability or that prevents the Company from employing the Employee in
any jurisdiction in which the Company desires to employ him; or
12.1.6 if the Employee is convicted of any criminal offense (excluding any
offense under the road traffic legislation in the United Kingdom,
France or comparable legislation in the United States or elsewhere in
respect of which a custodial sentence for such road traffic violation
is not imposed on the Employee).
12.2 If a disciplinary matter arises involving the Employee, the Employee
may be suspended or otherwise disciplined or terminated on such terms
and conditions as the CEO may reasonably determine, provided that the
Employee's salary and benefits hereunder shall not be reduced or
withheld as a result of such suspension or discipline short of
termination. In the event the Employee's employment hereunder is
terminated as a result of a disciplinary issue, the Company may effect
such termination without notice or payment in lieu of notice, pursuant
to Clause 12.1.
12.3 In the event the Company has not terminated the Employee's employment
and this Agreement for cause under Clause 12.1 and/or 12.2, the
employment of the Employee and this Agreement may be terminated at any
time and for any reason by either party giving to the other notice in
accordance with Clause 2.2 above.
12.3.1 If the Employee chooses to terminate his employment and this Agreement
for any reason, he shall provide the notice in accordance with Clause
2.2 and the Company shall have no further obligation or liability to
the Employee relating to the Employee's employment or this Agreement,
other than any salary, bonus and/or any benefits provided hereunder
that are earned but unpaid through the Termination Date.
12.3.2 If, upon notice by the Company under Clause 2.2, the Employee's
employment and this Agreement are terminated for reasons other than
those set forth in Clauses 12.1, 12.2, 12.3.1 or 12.4, the Employee
will be entitled, for a period of nine (9) months after the
Termination Date, to: (i) the continuation of his base salary in
effect under Clause 4.1 as of the Termination Date, payable in
accordance with Clause 4.1.2.1, and (ii) the continued vesting of any
stock options already granted to the Employee by the Termination Date.
Provided, however, that if the Employee violates one or more of his
-----------------
obligations under Clauses 9, 10, 11, 14 and/or 15, he shall not be
entitled to any of the payments set forth in this Clause 12.3.2.
20
<PAGE>
12.4 If within one year after a Change in Supervision is effective, the
Employee's employment hereunder is terminated by the Company for
reasons other than those set forth in Clause 12.1, 12.2 or 12.3.1, and
the Company provides notice of termination under Clause 2.2, the
Employee shall, subject to earlier termination under Clauses 12.1
and/or 12.2, remain employed for an additional three (3) months beyond
the three (3) month notice period set forth in Clause 2.2, for a total
of six (6) months after the date upon which the Company provides
notice under Clause 2.2 (the "Transition Period"), and during such
Transition Period the Employee shall provide any services as may be
reasonably required by the CEO. For purposes of this Clause 12.4, a
substantial reduction in the Employee's responsibilities (including
without limitation a reduction in the Employee's responsibilities
resulting from the spinning out of one or more of the service lines or
components of the Company into a new business for which the Employee
is not responsible) that occurs within one year after a Change in
Supervision is effective shall constitute a "termination" of the
Employee's employment pursuant to this Clause 12.4, if, within 60 days
of such substantial reduction in his responsibilities, the Employee
provides the Company with written notice that he deems such
substantial reduction as a termination under this Clause 12.4. At the
conclusion of the Transition Period the Employee's employment and this
Agreement shall terminate and the Employee will be entitled, for a
period of eighteen (18) months after the Termination Date, to (i) the
continuation of his base salary in effect under Clause 4.1 as of the
Termination Date, payable in accordance with Clause 4.1.2.1 as long as
Employee continues to make himself available in order to assist in the
transition at mutually agreeable times and locations; and (ii) the
continued vesting of any stock options already granted to the Employee
by the Termination Date. Provided, however, that if the Employee
-------- -------
violates one or more of his obligations under Clauses 9, 10, 11, 14
and/or 15, he shall not be entitled to any of the payments or benefits
set forth in this Clause 12.4; and provided further, that if the
--------------------
Employee's employment and this Agreement are terminated under Clauses
12.1, 12.2, and/or 12.3.1 during the Transition Period, the Employee
shall not be entitled to the benefits set forth in this Clause 12.4,
but he shall receive only the payments and/or benefits set forth in
the respective Clause under which his employment and this Agreement
are terminated.
12.5 If the Employee shall at any time be prevented by illness or accident
or other incapacity or disability from properly performing his duties
with or without reasonable accommodation for a period of three
consecutive months or for more than 60 working days in any consecutive
12 months, the Company may terminate the Employee's employment and
this Agreement without notice and without payment in lieu of notice.
Upon termination under this Clause 12.5, the Employee will be
entitled, for a period of nine (9) months after the Termination Date,
to: (i) the continuation of his base salary in effect under Clause 4.1
as of the Termination Date, payable in accordance with Clause 4.1.2.1,
and (ii) the continued vesting of any stock options already granted to
the Employee by the Termination Date. Provided, however, that if the
-------- -------
Employee violates one or more of his obligations under Clauses 9, 10,
11, 14 and/or 15, he shall not be entitled to any of
21
<PAGE>
the payments set forth in this Clause 12.5.
12.6 The termination by the Company of the Employee's employment and
this Agreement shall be without prejudice to any claim which the
Group may have for damages arising from any breach by the
Employee giving rise to such termination.
12.7 In the event that either party gives notice under Clause 2.2 to
terminate the Employee's employment and this Agreement pursuant
to Clauses 12.3 or 12.4, the Employee agrees:-
12.7.1 during the notice period set forth in Clause 2.2 above and/or the
Transition Period, the CEO may in his absolute discretion require
the Employee to perform only such duties as he may allocate to
him and may limit the performance of the Employee's duties in any
manner, including, without limitation, restricting or prohibiting
the Employee from (i) having any contact with Clients of the
Company or any Group Company; (ii) having any contact (other than
purely social contact) with such employees of the Company and any
Group Company as the CEO shall determine; and/or (iii) excluding
the Employee from any premises of the Company or of any Group
Company (without providing any reason therefor); and
12.7.2 That such action taken on the part of the Company shall not
constitute a breach of this Agreement of any kind whatsoever nor
shall the Employee have any claim against the Company in respect
of any such action;
PROVIDED ALWAYS that throughout the period of any such action not
exceeding the period of notice in Clause 2.2 or the Transition
Period, the Employee's salary and contractual benefits hereunder
shall not cease to be paid or provided (unless and until his
employment hereunder shall be terminated for any reason).
12.8 Should the Company terminate the Employee's employment hereunder
pursuant to Clauses 12.3.2 or 12.4, the Company may elect to make
a payment in lieu of any period or any part of any period of
notice or of the Transition Period. The Employee is required to
mitigate his loss and any payment in lieu of notice may be
reduced to take account of mitigation and to take account of the
payment or any part of it being paid earlier than the salary or
benefits to which he would otherwise be entitled under this
Agreement. Any such payment shall be calculated by reference to
the Employee's basic salary payable under Clause 4.1 and the cost
to the Company of providing the Employee's benefits in accordance
with this Agreement. The Employee shall not be entitled to any
payment in lieu of bonus which might otherwise have fallen due
during the relevant period.
12.9 If the Employee is absent and/or fails to make himself available
for work during any period of
22
<PAGE>
notice of termination of the Employee's employment hereunder or
during the Transition Period, other than at the request of the
Company pursuant to clause 12.7 or with the prior written
permission of the CEO, the Employee shall not be entitled to any
payment of salary or to any benefits during such period of such
absence.
13 Group Reconstruction
13.1 If before the termination of this Agreement, the employment of
the Employee in his position as Chief Operating Officer shall
require to be changed by reason of the reorganisation of the
Group and he shall be offered employment in another similar
position with the Company or any Group Company on terms and
conditions substantially similar in compensation and benefits to
these terms hereunder, then the Employee shall have no claim
against the Company in respect of the alteration of his
employment for such reason.
13.2 If as a result of any change in the Employees' employment within
the Group, or as a result of performing his duties in
jurisdictions which mean that the Employee becomes liable to pay
income tax and/or social security contributions in another
country in addition to or instead of his existing liability to
income tax and/or social security contributions in France, the
Company agrees to ensure that the Employees' gross remuneration
is adjusted so that his net remuneration remains substantially
the same but not necessarily identical to that enjoyed by the
Employee before the events anticipated in this clause.
13.3 So far as is reasonably practical and subject to the rules of the
relevant schemes, the Company agrees to continue the Employee's
participation in the benefit schemes referred to in Clauses 4.7
and 4.8 of this Agreement or to make similar arrangements, if the
events anticipated in Clause 13.2 take effect, to provide
benefits which are substantially the same (but not necessarily
identical).
14 Action to be taken upon Termination
14.1 Upon the Termination Date the Employee shall immediately deliver
to the Company all Confidential Information, Inventions and
supporting documentation of any Inventions (whether or not
lawfully obtained), keys, security passes, electronic or other
passwords, telephones, laptops, computers, printers, fax
machines, diskettes, cars, credit cards and other property of the
Company or any Group Company or any of their respective customers
or clients in his possession or under his control and the
Employee shall not retain any copies of the Company's
Confidential Information. The Employee shall at the Company's
request delete all Confidential Information from any re-usable
medium.
23
<PAGE>
14.2 Upon the Termination Date, the Employee shall immediately vacate
any Company-provided apartment and immediately return all keys to
such apartment to the Company; and shall immediately return any
Company-provided cars and all keys to any such cars to the
Company.
15 Restrictions following Termination
15.1 The Employee acknowledges that during the course of his
employment with the Group he will be privy to Confidential
Information and he will make, maintain and develop personal
knowledge of, influence over and valuable personal contacts with
Clients, Suppliers, staff and third parties. He therefore
covenants with the Group that, save with the previous express
written consent of the Company, he will not in the Restricted
Territories, directly or indirectly, on his own behalf or on
behalf of any other person, concern, undertaking, partnership,
association, firm or body corporate:
15.1.1 during the period of two (2) years following the Termination
Date: deal with, seek employment or engagement with, be employed
or engaged by or engage in business with or be in any way
interested in or connected with any, or act as, a Competitor;
15.1.2 during the period of two (2) years following the Termination
Date: seek employment or engagement with, or be employed or
engaged by any Client;
15.1.3 during the period of two (2) years from the Termination Date:
seek to or solicit business from, engage in or conduct business
with, deal with, or work on any account or business of, any
Client for the purpose of providing to that Client services which
are the same as or similar to those which the Group has provided
or has proposed to provide to such Client;
15.1.4 during his employment with the Group and during the period of two
(2) years from the Termination Date: interfere or seek or attempt
to interfere with any contractual or other trade relations
between the Group and any of its or their Suppliers or Clients,
or in any manner seek or attempt to or actually induce, persuade
or encourage any such Supplier or Client to cease its
relationship or potential relationship with the Group;
15.1.5 during his employment with Group and during the period of two (2)
years from the Termination Date: recruit, solicit or endeavor to
entice away from the Group in order to engage in any activity or
alternative employment any employee, officer or consultant of the
Group (whether or not such person would commit any breach of his
contract of employment or engagement by reason of leaving the
service of such company), or knowingly employ, engage, assist in
or procure the employment or engagement by any other person,
concern, undertaking, partnership, association, firm or body
corporate of any such person;
24
<PAGE>
15.1.6 at any time: communicate to any person, concern, undertaking,
partnership, association, firm or body corporate anything which is
intended to or which will or may damage the reputation or good
standing of the Group.
15.2 The Employee will not at any time following the Termination Date, save
with the previous express written consent of the Company, represent
himself as being in any way connected with or interested in the
business of the Group.
15.3 The Employee agrees that his services are unique to the Group and that
the restrictions contained in Clauses 15.1 and 15.2 are reasonable and
necessary for the protection of the legitimate interests of the Group
and that, having regard to those interests, those restrictions do not
work harshly on him. It is nevertheless agreed that if any of those
restrictions shall taken together or separately be held by a court of
competent jurisdiction to be void or ineffective for any reason but
would be held to be valid and effective if part of its wording were
deleted, or the activity, time period or area of application reduced,
such restriction shall apply with such deletions and/or modifications
as may be necessary to make it valid and effective to the maximum
extent possible. The Employee further acknowledges that the
restrictions contained in Clauses 15.1 and 15.2 shall apply in
relation to all Clients and Suppliers notwithstanding that such
Clients and Suppliers may have been introduced to the Group by the
Employee before or during his employment with the Group.
15.4 The restrictions contained in each sub-clause of Clause 15.1 shall be
construed as separate and individual restrictions and shall each be
capable of being severed without prejudice to the other restrictions
or to the remaining provisions.
15.5 If the Company transfers all or any part of its business to a third
party ("the transferee") the restrictions contained in this Clause
shall with effect from the Employee becoming an employee of the
transferee apply to the Employee as if references to the Company
include the transferee and references to any Group Company were
construed accordingly and as if references to customers, Clients or
Suppliers were to Clients or Suppliers of the Company and/or the
transferee and their respective Group Companies.
15.6 The Employee hereby agrees that he will at the request and cost of the
Company enter into a direct agreement or undertaking with any Group
Company whereby he will accept restrictions and provisions
corresponding to the restrictions and provisions contained in Clause
15 (or such of them as may be appropriate in the circumstances) in
relation to such services and such area and for such period as such
Group Company or Companies may reasonably require for the protection
of its or their legitimate interests.
25
<PAGE>
15.7 Before accepting any offer of alternative employment the Employee
undertakes that he shall provide a copy of this Agreement to his
prospective new employer.
15.8 The restrictions set out in this Clause 15 are without prejudice to
other express or implied duties whether fiduciary or otherwise owed by
the Employee to the Company or any Group Company.
16 Directorship and Officer Positions
If the Employee is at any time appointed a director of the Company or
any Group Company, and with respect to any officer positions he may
hold in the Company or any Group Company, including the COO position:-
16.1 if for any reason he shall subsequently resign as a director of the
Company or be disqualified or declared unfit to be a director or
officer of any company, his employment and this Agreement shall
automatically terminate and the provisions of Clause 12.1 shall apply.
16.2 If any one of Clauses 12.1 through 12.5 is invoked, the Employee will
resign from any and all officer and/or director positions that he may
hold in the Company or any Group Company, and from any other offices
he may hold as nominee or representative of the Company or any Group
Company, such resignation(s) to be effective as follows: (i) as of the
day the Employee receives or provides notice under Clause 2.2, if
Clauses 12.3.1, 12.3.2 or 12.4 are invoked; or (ii) as of the
Termination Date, if Clauses 12.1, 12.2 or 12.5 are invoked. The
Employee shall so resign any and all director and/or officer positions
without claim for compensation for loss of office (but without
prejudice to any claim he may have against the Company arising out of
any breach of this Agreement by the Company) and, should he fail to do
so, the Company is hereby irrevocably authorised to appoint some
person in his name and on his behalf to sign any documents and do any
things necessary or requisite to give effect to such resignations.
17 Statutory Requirements
17.1 For the purpose of the Employment Protection (Consolidation) Act 1978
as amended, it is hereby further agreed and declared that:
17.1.1 the Employee's continuous employment with the Company began on July
14, 1997;
17.1.2 if the Employee has a grievance which he wishes to discuss formally he
should raise it with the CEO. If not satisfactorily resolved, he may
refer it to the Board, whose decision on the matter will
<PAGE>
be final and binding;
17.2 The Employee authorises the Company to deduct and to retain from
any salary or other remuneration (including without limitation
any payment made to the Employee in lieu of notice) accrued to
him in consideration of his employment by the Company (whether or
not actually paid during the continuance of his employment):
17.2.1 any sum due from the Employee to the Company or any Group
Company.
18 General
18.1 This Agreement is the entire agreement between the parties and is
in substitution for all previous contracts of service or other
arrangements relating to his employment between the Employee and
the Group, all of which shall be deemed to have been terminated
by mutual consent as from July 14, 1997, except for any written
stock option agreements entered into by the Employee and the
Company or any Group Company, which shall remain in full force
and effect in accordance with their respective terms. This
Agreement may not be varied without the consent in writing of
both parties.
18.2 The termination of this Agreement for any reason shall not
operate to affect such of the provisions of this Agreement as are
expressed to remain in full force and effect notwithstanding such
termination, including, without limitation, any and/or all of the
provisions set forth in Clauses 9, 10, 11, 14 and/or 15. This
Agreement shall be binding upon the Employee's heirs, executors,
administrators and legal representatives. The Company shall have
the right to assign this Agreement to its successors and assigns,
and this Agreement shall inure to the benefit of and be
enforceable by said successors or assigns.
18.3 The Employee acknowledges and agrees that any breach or
anticipated breach by him of any part or the entirety of Clauses
9, 10, 11, 14 and/or 15 will cause irreparable damage to the
Company and/or Group Companies, and in the event of such breach
or anticipated breach, the Company shall have, in addition to any
and all remedies of law, the right to an injunction, specific
performance or other equitable relief to prevent or cease any
such violation by the Employee.
19 Notices
19.1 Any notice to be served in connection with and any notice or
other correspondence under or in connection with shall be
delivered:
19.1.1 in the case of the Company, to its headquarters, care of the CEO,
for the time being; and
19.1.2 in the case of the Employee, to his address given or to such
other address as may be notified by him.
in writing or transmitted by facsimile or sent by first
class pre-paid mail or delivered by hand in
27
<PAGE>
each case to the address as set out above.
19.2 Any such notice or correspondence shall be deemed to have been
served as follows:
19.2.1 in the case of service by first class mail, on the third business
day after the day on which it was placed in the mail;
19.2.2 in the case of delivery or facsimile transmission (subject, in
the case of facsimile transmission, to oral confirmation of
receipt of all transmitted pages) on the day it is delivered or
transmitted provided that if that day is not a business day or,
being a business day, transmission or delivery takes place after
5:00 p.m., then at 9:00 a.m. on the first business day following
delivery or transmission of the notice.
19.3 Subject to Clause 19.2, in proving service by mail or delivery it
shall be sufficient to prove that the notice or correspondence
was properly addressed and left at or placed in the mail to the
place to which it was so addressed.
19.4 In this Clause, "business day" means any day other than Saturday,
Sunday or any other day which is a public holiday in the place
where or to which the notice or correspondence is left or
dispatched.
20 Governing Law
This Agreement shall be governed by and construed in accordance
with the Laws of England.
EXECUTED as a deed and delivered on the date set out at the head of
this Agreement.
--------------------------------------------------------------------
SIGNED as a Deed by CAMBRIDGE
TECHNOLOGY PARTNERS
(MASSACHUSETTS), INC., acting )
by ) /s/ Warren Musser
---------------------------
Warren V. Musser, Chairman
of the Board
--------------------------------------------------------------------
SIGNED as a Deed by )
GERARD VAN KEMMEL ) /s/ Gerard Van Kemmel
--------------------------
in the presence of: ) Gerard Van Kemmel
--------------------------
--------------------------------------------------------------------
28
<PAGE>
Exhibit 10.2
AGREEMENT
This AGREEMENT (the "Agreement") is entered into by and between
Cambridge Technology Partners (Massachusetts), Inc., a Delaware Corporation with
its principal place of business at 8 Cambridge Center, Cambridge, Massachusetts
02142 ("CTP"), and James K. Sims ("Sims").
NOW THEREFORE, in consideration of the mutual promises contained
herein and intending to be legally bound, CTP and Sims AGREE as follows:
1. Effective Date. This Agreement shall become effective and
---------------
enforceable as of September 1, 1999.
2. Executive Termination Date. CTP and Sims agree that his employment as
---------------------------
President and Chief Executive Officer of CTP ended effective July 19, 1999, the
date on which CTP announced his successor (the "Executive Termination Date").
Thereafter, and for a period not exceeding one year ending July 18, 2000, Sims
will be employed by CTP as Special Adviser; provided such employment as Special
Adviser may be terminated if the Board of Directors of CTP makes the
determination described in Paragraph 5 hereof or Sims violates the terms of the
Severance Agreement (as defined below). As Special Adviser and as consideration
thereof, Sims will be paid his reasonable expenses incurred by him in doing any
advisory work requested by CTP pursuant to this Agreement. CTP and Sims further
agree that his leaving the positions of President and Chief Executive Officer of
CTP shall be deemed a termination other than for Just Cause for purposes of the
Agreement between CTP and Sims dated December 23, 1992, as amended by Amendment
dated December 15, 1994 (the "Severance Agreement"), regardless of his
employment as Special Adviser.
3. Resignation From Boards of Directors. Sims shall resign from the
-------------------------------------
Boards of Directors of CTP and all of its affiliated companies effective
September 1, 1999.
4. Stock Options. In accordance with and subject to CTP's 1991 Stock
-------------
Option Plan, Sims's unvested stock options will continue to vest during the
period from July 19, 1999 through July 18, 2000 (the "Extended Option Period").
Any unexercised options will expire not later than three months after the
expiration of the Extended Option Period. Attached hereto as Exhibit "A" is an
Optionee Activity Status Report, as of July 13, 1999, setting forth all options
granted to Sims since December 17, 1992 and their status as of July 13, 1999.
5. Limited Upon Extended Stock Option Rights. In the event the Board of
------------------------------------------
Directors of CTP determines in its sole discretion that Sims has engaged or is
engaging in conduct having a material adverse effect upon CTP during the
Extended Option Period, Sims's extended option vesting rights under Section 4
above during any remaining balance of the Extended Option Period shall end
effective upon notice to him of such determination by the Board, and Sims's
extended exercise rights under Section 4 above shall end three months
thereafter.
6. Legal Fees. CTP shall reimburse Sims for reasonable attorney's fees,
-----------
not to exceed $25,000, incurred in the negotiation and documentation of this
Agreement. Such reimbursement shall be conditioned upon Sims's prior submission
to CTP of supporting invoices or similar documentation and shall not include
reimbursement for any legal fees related in any way to a dispute arising or
advice received after the effective date of this Agreement.
29
<PAGE>
7. General. This Agreement shall be governed by and construed in
--------
accordance with the laws of the Commonwealth of Massachusetts. All notices, if
any, to be provided hereunder shall be provided by (a) first class mail, postage
prepaid; (b) by express overnight courier service; or (c) by hand delivery, to
the parties at their addresses set forth below or at such other addresses as
shall be provided by the parties to each other.
8. Full and Complete Agreement The Severance Agreement shall remain in
---------------------------
full force and effect as between CTP and Sims and, as referenced in Section 2
above, shall be construed to reflect the parties' agreement that Sims's leaving
his positions of President and Chief Executive Officer shall be deemed a
termination other than for Just Cause effective on the Executive Termination
Date, regardless of his employment as Special Adviser. With this sole exception,
this Agreement sets forth the entire agreement between the parties and fully
supersedes any and all prior agreements and understandings between them, whether
written or oral, pertaining to the subject matter hereof.
CAMBRIDGE TECHNOLOGY PARTNERS
(MASSACHUSETTS), INC.
By: /s/ Jack L. Messman /s/ James Sims
JAMES K. SIMS
Title: President
Address: 8 Cambridge Center Address: [Omitted]
Cambridge, MA 02142
[EXHIBITS OMITTED]
30
