IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS

COUNTY DEPARTMENT, LAW DIVISION

LESLIE M. FOX,

)
)

Plaintiff,

)
)

v.

Case No.

RES PUBLICA GROUP, LLC

A Delaware Limited Liability Company,
And GUY CHIPPARONI,

)
)
)
)

Defendants.

)
i

VERIFIED COMPLAINT

~ : i

r y

Leslie Fox (Fox), Plaintiff herein, by her attorneys, Shayie P. Fox o/liolland
&

.
Knight,

Delaware

LLP

,
and

limited

Sara

.
Richmond,

liability

company

.
complains
(Res

of Res

Publica)

:
Publica
and

ro

'

rn
GroupmLLGn a

Guy

Cmpparoni

(Chipparoni), Defendants herein, and in support thereof states as follows:

1.

Fox and Res Publica entered into a written contract on September 16

2014 for the employment of Fox by Res Publica. A true and correct copy of said
contract, entitled Employment Agreement (the Contract), is attached hereto as
Exhibit 1.
2.

Pursuant to the Contract, Fox became employed by Res Publica

commencing September 16, 2014.

3.

Fox terminated her employment with Res Publica effective December

31, 2016 for Good Reason as set forth in Section 4.3(c) of the Contract, because
during her employment there was a consistent, persistent and continuous

dimunition of Foxs contractual duties, responsibilities, powers and authorities

which, pursuant to Section 2 of the Contract, were to be those customarily
associated with the position of Executive Vice-President.

More specifically, the

following duties, responsibilities, powers and authorities, among others, that Fox
reasonably expected to assume as Executive Vice President were substantially
diminished:
The authority to hire, fire or discipline employees, or effectively

(a)

recommend such actions;

The authority to assign work, or effectively recommend such

(b)
assignments;
(c)

The authority to oversee or supervise the performance of work of

many other employees;

(d)

The authority to prohibit the appropriation by Chipparoni of

assets and opportunities that belonged to Res Publica.

(e)

The authority to modify certain unacceptable employment

practices of Res Publica which had been established and implemented by

Chipparoni.
4.

The dimunition by Res Publica and Chipparoni of Foxs duties and

authority to perform in an executive Vice President role began to occur shortly after
Fox began her employment in September 2014. Fox promptly voiced her objections
to Chipparoni in an effort to prevent such dimunition from becoming material. In
response to Foxs objection, in each instance, Chipparoni either promised Fox that

he would modify the Contract to provide Fox with duties, responsibilities and
authorities that she sought or put off conversation on the subject to a later date. In
either event, Chipparoni and Res Publica failed to modify the Contract and instead
Chipparoni continued to diminish Foxs duties, responsibilities, power and
authorities. In September 2016, the dimunition became material.
5.

On September 23, 2016, Fox provided notice to Chipparoni, the CEO

president and principal owner of Res Publica, of the material dimunition of her
duties. In such notice, Fox informed Chipparoni that said material dimunition of
her duties constituted Good Reason for her termination of employment and that,
pursuant to Section 4.3 of the Contract, Res Publica had 30 days to remedy the
condition so that the Good Reason for termination would no longer exist. Neither
Res Publica nor Chipparoni responded to such notice and the Good Reason was
not remedied.
6.

Fox diligently, competently and faithfully performed all of her duties

under the Contract from September 16, 2014 through December 31, 2016 (the
period of employment). During the period of employment, Fox devoted her entire
business time, energy, attention and skill to performance of duties for Res Publica
and used her best efforts to pursue the interests of Res Publica.
7.

Res Publica has acknowledged that it will not provide severance

benefits due to Fox under Section 5.3 of the Contract.

8.

Res Publica has acknowledged that it will not provide the Annual

Bonus to Fox that she believes will be due to her for the year 2016 under Section
3.2(a) of the Contract.
9.

Fox has not received an Annual Bonus that she believes was due to her

for the year 2015 under Section 3.2(a) of the Contract.

Res Publica has acknowledged that it will not provide the Valuation-

10.

Based bonus to Fox that she believes will be due to her for the year 2016 under
Section 3.3 of the Contract.
11.

Chipparoni consistently has disregarded the separate legal entity of

Res Publica and at all times relevant he has acted as if Res Publica and Chipparoni
are alter egos. Because Chipparoni has disregarded the separate legal entity of Res
Publica he is liable personally to Fox along with Res Publica for all damage
sustained by Fox as set forth in paragraph 13 below.
Chipparoni maliciously has made disparaging remarks about Fox to

12.

employees and clients of Res Publica and other people in violation of Section 6.4 of
the Contract.
13.

Fox has suffered the following damages as a result of the actions of Res

Publica and Chipparoni as set forth above:

(a)

loss of severance benefits under the Contract;

(b)

loss of Annual Bonus for 2015;

(c)

loss of Annual Bonus for 2016;

(d)

loss of Valuation-Based Bonus for 2016;

(e)

damage to the reputation of Fox;

(f)

punitive damages for malicious acts;

(g)

such other and further damages as the Court shall adjudicate.

WHEREFORE, Fox prays for the entry of judgment against Res Publica and
Chipparoni in the amount of her damages plus the cost of this action.
Respectfully submitted,

Shayle P. Fox

<5

Cs /"^

(fa C (av_

Sara Richmond
Atty No: 37472
Shayle P. Fox
Holland & Knight LLP
55 W. Monroe Street, Suite 800
Chicago, IL 60606
312.578.6536
Atty No: 61049
Sara Richmond
455 Sheridan Road
Glencoe, IL 60022
847.217.7086

STATE OF ILLINOIS

)
)

COUNTY OF COOK

ss

)
VERIFICATION

Leslie Fox first being duly sworn on oath deposes and says that the
allegations of the foregoing Verified Complaint are known by her to be true and
correct except those allegations stated to be on information and belief, which
allegations she verily believes.

Leslie Fox
Subscribed and sworn to
day of
me on thiaatl

................ *.......... ............. hi

OFFICIAL SEAL
OFELIA BROSNAN

Nbty
of iWnob
My CornnMon Expires 05/27/18
*****................

--mu..

2016

EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the Agreement) is made and entered into
effective as of the \ig^day of September, 2014 by and between The Res Publica Group, LLC, a
Delaware limited liability the Company (the Company), and Leslie Fox (the Executive).
WHEREAS, the Company desires to employ the Executive and the Executive desires to
be employed by the Company on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the above premises and the following mutual
covenants and conditions, the parties agree as follows:
1.
Employment. The Company hereby agrees to employ the Executive and the
Executive hereby agrees to accept employment with the Company, upon the terms and
conditions contained in this Agreement, to be effective on the date hereof (the Effective Date).
The Executive and the Company understand and agree that the employment is at-will, and that
the Executive may resign, or the Company may terminate the Executives employment, at any
time and for any or for no reason. Nothing in this Agreement or any incentive or benefit
program shall be construed to alter the at-will nature of the Executives employment, nor shall
anything in this Agreement be construed as providing the Executive with a definite term of
employment. Upon the termination of the Executives employment for any or no reason, the
Executives rights as a separated employee hereunder shall be governed solely by Section 5
below. For purposes of this Agreement, the Executives term of employment with the Company
shall be referred to as the Employment Term.
2.
Duties. During the Employment Term, the Executive shall work for the Company
in a full-time capacity. The Executive shall, during the term of this Agreement, have the duties,
responsibilities, powers and authority customarily associated with the position of the Executive
Vice President. The Executive shall report to, and follow the direction of, the President and
Chief Executive Officer of the Company (or to the Chief Executive Officer if, during the
Employment Term, the President and Chief Executive Officer titles are not held by the same
person.) The Executive shall diligently, competently and faithfully perform all duties, and shall
devote the Executives entire business time, energy, attention and skill to the performance of
duties for the Company or its Affiliates and will use the Executives best efforts to promote the
interests of the Company. It shall not be considered a violation of the foregoing for the
Executive to serve on the boards of directors of, as an officer of, or in an advisory capacity to,
other corporate, industry, civic, religious or charitable boards or committees, so long as such
activities do not, individually or in the aggregate, significantly interfere with the performance of
the Executives responsibilities as an employee of the Company in accordance with this
Agreement, conflict with the Companys interests or violate the Companys conflicts of interest
policies including any disclosure requirements.
3.

Compensation.

Base Salary. During the Employment Term, the Company shall pay the Executive
3.1
an annual base salary of $200,000 (the Base Salary), payable in accordance with the

EXHIBIT A

Companys payroll policy from time to time in effect. The Executives Base Salary shall be
subject to any payroll or other deductions as may be required to be made pursuant to law,
regulation or government order, or by agreement with or consent of the Executive. The
Company shall review the Executives base salary at least annually in a good faith manner to
determine whether such salary should be increased based on the Companys performance and the
Executives performance, such increases, if any, to be in the sole discretion of the Company.
3.2

Profit-Based Bonus.

For each fiscal year during the Employment Term, beginning with the 2015 fiscal
(a)
year, the Executive will be eligible receive an annual bonus payment from and after achievement
of the Companys Net Profit above the base net profit of $675,000 (Base Net Profit),
provided, except as provided herein, that the Executive remains in the continuous employ of the
Company up to and including the applicable payment date (the Annual Bonus) on the
following terms and conditions:
For each fiscal year during the Employment Term, if the Companys Net
(0
Profit for such fiscal year exceeds the Base Net Profit but is less than $1,175,000, the
Executive shall be entitled to an Annual Bonus in the amount of 10% of the difference
between $1,175,000 and the Base Net Profit.
For each fiscal year during the Employment Term, if the Companys Net
(ii)
Profit for such fiscal year exceeds $1,175,000, the Executive shall be entitled to an
Annual Bonus in the amount of the total of $50,000 earned pursuant to subparagraph (i)
above plus 25% of the net profit in excess of $ 1,175,000.
Any Annual Bonus payable with respect to a fiscal year will be paid to the
(b)
Executive in a single cash payment within thirty (30) days following the Companys receipt, in
the year following the calendar year giving rise to such bonus (the Service Year), of its annual
audited financial statements for the Service Year. Each Annual Bonus shall be subject to any
payroll or other deductions as may be required to be made pursuant to law, regulation or
government order, or by agreement with or consent of the Executive.
3.3

Valuation-Based Bonus.

(a)
The Executive shall share in any increases in the Companys Net Revenue
above the base net revenue of $4,500,000 (the Valuation Based Bonus) as follows:
(i) Valuation Increase between $4.500,000 and $5.500.000. If the
Companys Net Revenue is greater than $4,500,000 and less than or equal to $5,500,000,
the Executive shall be entitled to an amount equal to five percent (5%) of the difference
between $5,500,000 and $4,500,000.
(ii) Valuation Increase between $5,500.000 and $7.000,000. If the
Companys Net Revenue is greater than $5,500,000 and less than or equal to $7,000,000,
the Executive shall be entitled to an amount equal to 10% of the difference between
$7,000,000 and $5,500,000.

(iii) Valuation Increase between $7.000.000 and $9.000,000. If the

Companys Net Revenue is greater than $7,000,000 and less than or equal to $900,000,
the Executive shall be entitled to an amount equal to 20% of the difference between
$9,000,000 and $7,000,000. The amounts computed under (i) and (ii) above and this (iii)
shall be cumulative.
(iv) Valuation over $9.000.000. If the Companys Net Revenue exceeds
$9,000,000, the Executive shall be entitled to an amount equal to 30% of the difference
between the Companys Net Revenue and $4,500,000, but nothing under (i), (ii) and (iii)
above.
The Executives right to any Valuation Based Bonus will vest as follows:
(b)
33-1/3% of any Valuation-Based Bonus will vest on December 31,2015, 66-2/3% of any
Valuation-Based Bonus will vest on December 31, 2016 and 100% of any ValuationBased Bonus will vest on December 31, 2017; provided, however, in each case the
Executive is employed by the Company on each vesting date; provided further, however,
(i) any Valuation-Based Bonus will become 100% vested upon a Sale of the Company if
the Executive is employed by the Company on the date of the Sale of the Company; and
(ii) any Valuation-Based Bonus will become 100% vested in the event the Executives
employment is terminated by the Company without Cause or by reason of death or
Disability. If the Executive voluntarily terminates her employment for Good Reason or
otherwise, the Valuation-Based Bonus will be distributed according to the vesting
schedule set forth above. If the Executives employment is terminated by the Company
for Cause, any vested Valuation-Based Bonus will be forfeited.
Any Valuation-Based Bonus will be determined on the earlier of a Sale of
(c)
the Company or termination of the Executives employment; provided, however, that in
the event of the Executives termination of employment, the Valuation-Based Bonus will
be determined as follows;
(i) The Companys Net Revenue will be calculated as of the end of the
fiscal year in which the Executives termination occurs (the First Valuation),
and as of the end of the fiscal year in which the first anniversary of her
termination occurs (the Second Valuation).
(ii) If the Second Valuation reflects a decrease in the Companys Net
Revenue of 50% or more when compared to the First Valuation, the Valuation
Based Bonus will be calculated using the Net Revenue determined under the
Second Valuation. If the Second Valuation does not reflect a decrease in the
Companys Net Revenue of 50% or more when compared to the First Valuation,
the Valuation Based Bonus will be calculated using die Net Revenue determined
under the First Valuation.
Any vested Valuation-Based Bonus shall be paid upon the earlier of a Sale
(d)
of the Company or the Executives termination of employment. In the event of the
Executives termination of employment, any vested Valuation-Based Bonus will be paid
in three equal annual installments, without interest, with the first installment being paid
3

on March I of the second year following the Executives termination of employment and
each installment thereafter on the anniversary date of the first installment. In the event of
a Sale of the Company, any unpaid and vested Valuation-Based Bonus will be paid in a
lump sum payment within thirty (30) days after the closing of a Sale of the Company.
(e)

For purposes of this Agreement,

(i) Sale of the Company shall mean a change in control event within
the meaning of Treasury Regulation 1.409A-3(i)(5)(i) resulting in (i) the merger,
consolidation or other business combination of the Company, with or into,
another entity, or the acquisition by any entity of equity interests in the Company,
with the effect that, immediately after such transaction, the members of the
Company immediately prior to such transaction hold less than a majority in
interest of the total voting power entitled to vote in the election of directors,
managers or trustees of the entity surviving such transaction or less than fifty
percent of the economic interests in such entity, or (ii) the acquisition by any
entity or related group of entities, by way of merger, sale, transfer, consolidation
or other business combination or acquisition of all or substantially all of the assets
or properties of the Company.
(ii) Net Revenue equals annual gross billings to clients less annual
client reimbursable expenses.
(iii) Net Profit equals Net Revenues less all Operating Expenses and
less depreciation and interest.
(iv) Operating Expenses includes all annual staffing expenses
including an agreed estimate of $250,000 related to the cost of the Executives
Base Salary but excluding any Profit Based or Valuation Based Bonus to the
Executive and including, without limitation, office rent, office and administrative
expenses, new business and client entertainment expenses, consulting fees,
charitable contributions and cost to rent of lease office equipment.
Ceitain capitalized terms contained in this Section 3.3 and Section 3.2
(0
above, which are not defined shall have the meanings assigned to them in the Companys
Amended and Restated Operating Agreement (the Operating Agreement), effective as
of September 27, 2007. The Operating Agreement shall govern the rights and obligations
as a Member, as applicable and as defined in that agreement. This Agreement governs
the rights and obligations of the Executive as an employee of the Company and controls
in the event of any ambiguity vis-^-vis any employment or compensation-related
references in the Operating Agreement.
3.4
Vacation and Holidays. During each calendar year of the Executives employment
hereunder, the Executive shall be entitled to four (4) weeks of paid vacation, accrual and use of
which shall be governed by the vacation policy of the Company that applies to all other executives
of the Company, as in effect from time to time. In addition, during the Employment Term, the

-4-

Executive shall be entitled to receive paid holidays as enjoyed by all other executives of the
Company.
3.5
Employee Benefits. During the Employment Term, the Executive shall be
eligible to participate, in accordance with the terms thereof, in any the Executive benefit plans
maintained for the Executives of the Company, including, without limitation, any retirement,
life, health, hospitalization and medical insurance programs. The foregoing shall not be
construed to require the Company to establish such plans, or prevent the Company from
modifying or terminating any such plans once established.
3.6
Expenses. The Company shall reimburse the Executive for all reasonable and
approved business expenses, provided the Executive submits paid receipts or other
documentation acceptable to the Company pursuant to its expense reimbursement policies and as
required by the Internal Revenue Service to qualify as ordinary and necessary business expenses
under the Internal Revenue Code of 1986, as amended (the Code). All reimbursements under
this Section 3.6 shall be paid to the Executive no later than the last day of the calendar year
following the calendar year in which the related expense was incurred. Notwithstanding
anything herein to the contrary, to the extent required by Section 409A of the Code: (1) the
amount of expenses eligible for reimbursement or any in-kind benefits provided under this
Agreement during a calendar year will not affect the expenses eligible for reimbursement or in
kind benefits provided in any other calendar year and (2) the right to reimbursement or in-kind
benefits provided under this Agreement shall not be subject to liquidation or exchange for
another benefit.
4.
Termination. Notwithstanding anything in Section 4 of this Agreement to the
contrary, the Executives services shall terminate upon the first to occur of the following events:
4.1
Upon the Executives date of death or the date on which the Executive is given
written notice by the Company that the Company has deemed that the Executive has a Disability,
unless such termination of employment is prohibited by applicable law. For purposes of this
Agreement, the Executive shall be deemed to have a Disability if the Executive, as a result of
illness or incapacity, is or shall be unable to perform substantially the Executives required duties
for a period of one hundred twenty (120) consecutive days or for any aggregate period of one
hundred eighty (180) days in any twelve (12) month period.
On the date the Company provides the Executive with written notice that the
4.2
Executive is being terminated with or without Cause. For purposes of this Agreement, the
Executive shall be deemed terminated for Cause if the Company terminates the Executive
after:
the Executive has been convicted of, entered a plea of guilty or no
(a)
contest to, or has admitted to having committed, any act constituting a felony (other than
a traffic violation) or any act involving fraud, theft, misappropriation, dishonesty or
embezzlement;
the Executive has committed intentional acts that materially impair the
(b)
goodwill or business of the Company or cause material damage to the Companys
5

property, goodwill or business, including but not limited to the Executives theft or
embezzlement of money, equipment or securities of the Company or any client of the
Company;
the Executive has committed a willful act of disloyalty that was intended
(c)
to and has resulted in material injury to the Company;
(d)
the Executive has committed a material breach of any provision of Section
8 of this Agreement;
the Executive has committed a willful and material breach of any other
(e)
provision of this Agreement, which breach is not cured (to the extent reasonably
susceptible to cure) after written notice to the Executive of such breach, stating with
reasonable specificity the manner in which such breach occurred, and a ten (10) business
day opportunity to cure such breach provided that the Executive shall not be entitled to
more than an aggregate of two (2) opportunities to cure; or
the Executive has materially and repeatedly refused to follow the
(0
reasonable and lawful instructions of the President and Chief Executive Officer which
failure is not cured (to the extent reasonably susceptible to cure) after written notice of
such failure, stating with reasonable specificity the manner in which the Executive failed
to perform such reasonable directive, and a ten (10) business day opportunity to cure such
failure; provided that the Executive shall not be entitled to more than an aggregate of two
(2) opportunities to cure.
4.3
On the date the Executive terminates the Executives employment with or without
Good Reason. For purposes of this Agreement, Good Reason means:
material diminution in the Executives duties set forth in Section 2 of this
(a)
Agreement, other than an isolated, insubstantial or inadvertent assignment that is not
made in bad faith;
(b)

a material change in the Executives reporting lines;

any material diminution in the Executives Base Salary, other than an

(c)
isolated, insubstantial or inadvertent failure that is not made in bad faith; or
(d)

the Companys material breach of this Agreement;

provided, however, that if any of the above conditions exists, the Executive must provide notice
to the Company no more than ninety (90) calendar days following the initial existence of the
condition and her intention to terminate her employment for Good Reason. Upon such notice,
the Company shall have a period of thirty (30) calendar days during which it may remedy the
condition, so that the corresponding Good Reason would no longer exist.
5.

Compensation Upon Termination.

5.1
Death and Disability. Upon the termination of the Executives employment due
to death or Disability, the Executive (or, in the case of the Executives death, her estate or
designated beneficiary) shall receive: (i) payment of the Executives then-current Base Salary
through the Executives final date of employment; (ii) payment of all Annual Bonus and vested
Valuation-Based Bonus earned and duly payable for periods ending on or prior to the
Executives date of termination but unpaid as of the such date of termination, (iii) payment for
any vacation accrued but not used by the Executive through the Executives final date of
employment in accordance with the Companys vacation policy in effect at the time of
employment termination; (iv) reimbursement of any business expenses that the Executive
incurred through the Executives final date of employment but for which the Executive has not
yet been reimbursed, subject to the terms and conditions in Section 3.6 of this Agreement; and
(v) any other amounts or benefits required to be paid or provided by law or under any plan,
program, policy or practice of the Company, which shall be paid or provided in accordance with
applicable law or the terms of the applicable plan, program, policy or practice ((i) through (v),
the Accrued Amounts).
5.2
By the Company for Cause: by the Executive without Good Reason. Upon the
termination of the Executives employment by the Company for Cause or by the Executive
without Good Reason, all rights of the Executive to compensation, bonus payments and other
benefits shall cease, except that the Executive shall be entitled to receive the Accrued Amounts.
5.3
Termination by the Company without Cause; by the Executive for Good Reason.
If, (i) the Company terminates the Executives employment without Cause or (ii) the Executive
terminates the Executives employment for Good Reason, the Executive shall be entitled to
receive the Accrued Amounts and, subject to the conditions specified in this Section 5.3 and
Section 5.4, severance benefits (the Severance Benefits) as follows:
continuation of her Base Salary (at the rate in effect as of the date of
(a)
termination of employment) for a six (6) month period following her date of termination,
in accordance with the Companys payroll practices, such severance payments to begin
no later than the first regularly scheduled payroll date after the Release Effective Date,
(b) a pro-rata portion of the Annual Bonus for the year in which the Executives
termination occurs equal to a fraction, the numerator of which is the number of calendar
days during such year through (and including) the date of termination and the
denominator of which is 365, payable at the time the Annual Bonus would have been
paid pursuant to Section 3.2 hereof.
The Executive shall notify the Company in the event that the Executive secures employment or a
consulting engagement during the period the Company is making severance payments to the
Executive, and, in the event that the Executive does secure employment or a consulting
engagement during such period, the Companys obligation to make the severance payments
hereunder shall be reduced dollar-for-dollar by the gross amount of any compensation earned by
the Executive in connection with such subsequent employment or consulting engagement; and
provided, further, that the Companys obligation to make any severance payments hereunder
shall terminate and be of no further force or effect upon the Executives breach of this
Agreement or the Release. For the avoidance of doubt, in the event the Company terminates the
-7-

Executives employment with the Company (x) for Cause or (y) as a result of death or Disability
or in the event that the Executive resigns without Good Reason, the Executive shall not be
entitled to receive any severance pursuant to this Section 5.3. The payments set forth in this
Section 5.3 constitute all payments to which the Executive is entitled in the event of any
termination of her employment.
5.4
Conditions to Payment, All Severance Benefits due to the Executive under
Section 5.3 which are not otherwise required by law shall be contingent upon (i) execution and
delivery by the Executive (or the Executives beneficiary or estate) of a general release of all
claims arising under this Agreement either from the Executives employment or from the
termination of the Executives employment with the Company that is no longer subject to
revocation under applicable law (the Release Effective Date) within sixty (60) days following
termination of employment (such general release of claims shall be to the maximum extent
permitted by law against the Company, its members and their affiliates) and (ii) compliance by
the Executive with the Executives obligations under this Agreement, including, without
limitation, the restrictions on activities of the Executive set forth in Section 6, and under any
stockholders or other agreements to which the Company and the Executive are both parties.
Resignation of Position. Any termination of the Executives employment shall
5.5
constitute an automatic resignation of the Executive from any other positions she may then hold
as an officer, manager, the Executive or otherwise with the Company and any of its affiliates and
subsidiaries.
6.

Restrictive Covenants.

6.1
Non-Solicitation. During the period beginning on the Effective Date and ending
on the twelve (12) month anniversary of the date of the termination of the Executives
employment with the Company (the Restricted Period), the Executive shall not, directly or
indirectly, as an owner, employee, consultant, stockholder, investor, lender, partner, jointventurer, member, officer, director, manager, principal, agent, trustee, licensor or otherwise:
hire, solicit or offer employment or any business arrangement to, or
(a)
otherwise interfere or attempt to interfere with the Companys business relationship with,
any person who is or was during the term of the Executives employment with the
Company, an employee, consultant or independent contractor of the Company; or
hire, solicit or endeavor to entice away from the Company, endeavor to
(b)
reduce the business conducted with the Company by, accept or receive business from, or
otherwise interfere with the business relationship of the Company with, any person or
entity who is, or was during the term of the Executives employment with the Company,
a customer or client of, a prospective customer or client of, a supplier, vendor or service
provider to, or other person or entity having business relations with, the Company.
Non-Disclosure. Any secret or confidential information relating to any aspect of
6.2
the Companys business which is disclosed to or becomes known by the Executive as a
consequence of or through her employment by the Company, including information conceived,
originated, discovered or developed by the Executive, but excluding information in the public
-8-

domain from a source other than the Executive, is the proprietary information of the Company.
This proprietary information includes, but is not limited to, business secrets, trade secrets,
customer lists, and marketing strategies. Any such information is confidential, and the Executive
shall not directly or indirectly use, disseminate, disclose, publish or otherwise make such
information available to any other person or entity without the express written permission of the
Company, except as may be required in the ordinary course of performing the Executives duties
as an executive of the Company. The Executive agrees that immediately upon the termination of
the Executives employment with the Company (or as soon as practicable thereafter) the
Executive shall return all such proprietary information in her possession, and all copies thereof,
to the Company.
If requested to do so by the Company, the Executive agrees to sign a
termination certificate in which the Executive confirms that the Executive has complied with the
requirements of the provisions of this Section 6.2 concerning the return of such proprietary
information and materials, and that the Executive is aware that certain restrictions imposed upon
the Executive by this Agreement continue after termination of the Executives employment with
the Company, The Executive understands, however, that the Executives obligations under this
Agreement will continue even if the Executive does not sign such a termination certificate.
6.3
Non-Competition. During the Restricted Period, the Executive shall not, directly
or indirectly, as an owner, employee, consultant, stockholder, investor, lender, partner, jointventurer, member, officer, director, manager, principal, agent, trustee, licensor or otherwise,
compete with the Companys established business or alternatively with any business the
Company is planning to engage in or considering engaging in where it has expended significant
time, resources and/or efforts; provided, however, if the Executives employment is terminated
by the Company without Cause or by the Executive for Good Reason, nothing herein shall
restrict the Executive from engaging in any business as an owner, employee or otherwise other
than as a direct competitor of the Company.
6.4
Non-Disparagement. The Executive shall not at any time, whether during or after
the termination of the Executives employment with the Company, make any disparaging
statement concerning the Company, its management, the Board, management decisions,
operating policies or Board decisions or actions of the Company, whether or not libelous or
defamatory. Likewise, the Company shall not at any time make any disparaging statement
concerning the Executive.
Rights and Remedies. The Company shall have recourse to all rights and
6.5
remedies available at law if the Executive violates any provision of this Section 6. Because
irreparable harm would be sustained by the Company in the event that there is a breach by the
Executive of any of the terms, covenants and agreements set forth herein, in addition to any other
rights that the Company may otherwise have, the Company shall be entitled to apply to any court
of competent jurisdiction and obtain specific performance and/or injunctive relief against the
Executive, without making a showing that monetary damages would be inadequate and without
the requirement of posting any bond or other security whatsoever, in order to enforce or prevent
any breach or threatened breach of any of the terms, covenants and agreements set forth herein,
and the Executive will not object thereto. Each of the obligations of the Executive under this
Agreement shall survive the termination of the Executives employment by the Company for any
reason whatsoever. In the event of a breach by the Executive of any covenants contained herein,
the term of such covenant shall be tolled until such breach has been duly cured.
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7.
Executive's Representations and Warranties. The Executive represents and
warrants that the Executive is not a party to any other employment, non-competition, non
solicitation or other agreement or restriction that could interfere with the Executives
employment with the Company or the Executives or the Companys rights and obligations
hereunder and that the Executives acceptance of employment with the Company and the
performance of the Executives duties hereunder will not breach the provisions of any contract,
agreement or understanding to which the Executive is party or any duty owed by the Executive
to any third party. If at any time during the Executives employment with the Company, these
representations and warranties become untrue in any respect, the Executive shall so advise the
Company immediately.
8.

Assignment of Intellectual Property.

8.1
The Executive will promptly disclose to the Company (i) any and all works,
programs, designs, creations, inventions and products conceived, made, developed, designed,
created, suggested or reduced to writing or practice by the Executive at any time during the term
of the Executives employment hereunder (collectively Creations) (in each such case, whether
individually or jointly with any other party and whether in the course of the Executives
engagement or otherwise). The Executive agrees that all such Creations shall be the sole,
exclusive and absolute property of the Company, whether or not copyright, trademark or patent
applications are filed thereon. The provisions in this Section 8.1 and the related provisions of
Section 8.2 below, do not apply to Creations for which no equipment, supplies, facility or trade
secret information of the Company was used, that were developed entirely on the Executives
own time, and that (i) do not relate to any aspect of the business of the Company or the
Companys actual or demonstrably anticipated research or development, and (ii) do not result
from any work performed by the Executive for the Company.
8.2
The Company shall have the right to use and/or apply for copyright, trademark,
patent and other protection for such Creations. The Executive further agrees to assist the
Company in every reasonable and proper way (but at the Companys expense) to obtain, and
from time to time enforce, copyright, trademark, patent and other protection for such Creations.
In this connection, the Executive will, at any time and from time to time, whether during or
following the term of employment, at the Companys request and expense, execute any and all
papers covering such Creations, as well as any papers that may be considered necessary or
helpful by the Company to use and/or apply for and attain such copyright, trademark, patent and
other protections therefor, and to otherwise protect and enforce the Companys interest in such
Creations, and to assign and transfer all such Creations to the Company or to parties designated
by the Company.
The Executive represents that all works, programs, designs, creations, inventions
8.3
and products conceived, made, developed, designed, created, suggested or reduced to writing or
practice by the Executive at any time prior to the date hereof, if any, listed on Exhibit B attached
hereto comprise all such items that the Executive does not intend to assign to the Company in
accordance with this Section 8,3 (if any, collectively the Excluded Material). The Executive
understands that it is only necessary to list the title and purpose of such Excluded Materials but
not details thereof.

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9.
Notices. Any and all notices required in connection with this Agreement shall be
deemed adequately given only if in writing and personally delivered, or sent by first class,
registered or certified mail, postage prepaid, return receipt requested or by recognized overnight
courier. A written notice shall be deemed to have been given to the recipient party on the date it
shall be delivered to the address required by this Agreement. Any and all notices referred to in
this Agreement, or which either party desires to give to the other, shall be addressed to the
Executive at the address below and to the Companys principal office in the case of the
Company, to the attention of President and Chief Executive Officer.
To the Executive, at: 2124 North Cleveland
Chicago, 1L 60614
10.
Waiver of Breach. A waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver or estoppel of any
subsequent breach by the breaching party. No waiver shall be valid unless in writing and signed
by the party against whom the waiver is being applied.
11.

Code Section 409A.

11.1 Compensation under this Agreement is intended to be exempt from or to comply

with Section 409A of the Code (Code Section 409A) and any similar state laws, and the
interpretive guidance thereunder, including, but not limited to the exceptions for short-term
deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be
administered accordingly. The Agreement shall be construed and inteipreted with such intent,
and the requirement of Treasury Regulation Section 1.409A-3(i)(2) shall be observed, if
applicable. Each payment under this Agreement or any benefit plan of the Company is intended
to be treated as one of a series of separate payments for purposes of Code Section 409A and
Treasury Regulation Section 1,409A-2(b)(2)(iii) (or any similar or successor provisions,
including without limitation any similar state law provisions).
11.2 A termination of employment shall not be deemed to have occurred for purposes
of any provision of this Agreement providing for the payment of any amounts or benefits that are
considered nonqualified deferred compensation under Code Section 409A upon or following a
termination of employment unless such termination is also a separation from service within the
meaning of Code Section 409A and the payment thereof prior to a separation from service
would violate Code Section 409A. For purposes of any such provision of this Agreement
relating to any such payments or benefits, references to termination, termination of
employment or like terms shall mean separation from service.
11.3 Notwithstanding any provision of this Agreement to the contrary, if at the time of
the Executives termination of employment the Executive is a specified employee as defined in
Code Section 409A of the Code, then to the extent that any amount to which the Executive is
entitled in connection with the termination of her employment is subject to Code Section 409A,
payments of such amounts to which the Executive would otherwise be entitled during the six (6)
month period following the Executives termination of employment will be accumulated and
paid in a lump sum on the first day of the seventh month after the date of the Executives

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termination of employment. This Section 11.3 shall apply only to the extent required to avoid
the Executives incurrence of any additional tax or interest under Code Section 409A.
12.
Assignment. The Executive acknowledges that the services to be rendered by the
Executive are unique and personal. Accordingly, the Executive may not assign any of the
Executives rights or delegate any of the Executives duties or obligations under this Agreement.
The rights and obligations of the Company under this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of the Company.
13.
Entire Agreement; Amendment. This Agreement sets forth the entire and final
agreement and understanding of the parties and contains all of the agreements made between the
parties with respect to the subject matter hereof. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto, with respect to the subject
matter hereof. No change or modification of this Agreement shall be valid unless in writing and
signed by the Company and the Executive.
14.
Severability. If any provision of this Agreement shall be found invalid or
unenforceable for any reason, in whole or in part, then such provision shall be deemed modified,
restricted or reformulated to the extent and in the manner necessary to render the same valid and
enforceable, or shall be deemed excised from this Agreement, as the case may require, and this
Agreement shall be construed and enforced to the maximum extent permitted by law, as if such
provision had been originally incorporated herein as so modified, restricted or reformulated or as
if such provision had not been originally incorporated herein, as the case may be. The parties
further agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if
the parties are unable to agree upon a lawful substitute, the parties desire and request that a court
or other authority called upon to decide the enforceability of this Agreement modify those
restrictions in this Agreement that, once modified, will result in an agreement that is enforceable
to the maximum extent permitted by the law in existence at the time of the requested
enforcement.
15.
Headings. The headings in this Agreement are inserted for convenience only and
are not to be considered a construction of the provisions hereof.
Execution of Agreement.
This Agreement may be executed in several
16.
counterparts, each of which shall be considered an original, but which when taken together, shall
constitute one agreement.
Withholding. The Company may withhold from any payments or benefits under
17.
this Agreement all federal, state, city or other taxes or other deductions as may be required
pursuant to any law, governmental regulation, ruling or agreement.
Goveminu Law; Jurisdiction and Venue, This Agreement shall be governed by,
18.
and construed in accordance with, the laws of the State of Illinois, without reference to any
conflict of law principles. As to any suit or action arising under or related to this Agreement, the
Executive and the Company (a) agree that the suit or action must be brought and litigated in, and
decided by, the state or federal courts in Chicago, Illinois; (b) waive any argument that personal
jurisdiction or venue in any such court is improper, inappropriate or inconvenient and (c) agree
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never to assist, participate in or consent to any such suit or action being transferred to, litigated in
or decided by any other court.
[Signature page to follow]

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IN WITNESS WHEREOF, the parties have set their signatures on the date first written above.
THE RES PUBLICA GROUP, LLC

THE EXECUTIVE

V.
By:
Its:

I 'u; 5 id

LESLIE FOX
CJC-O

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