Exhibit (e)(4)
General Employment Enterprises, Inc.
One Tower Lane, Suite 2200
Oakbrook Terrace, Illinois 60181
February 11, 2009
Personal and Confidential
Ronald E. Heineman
River Falls Financial Services, Inc.
PSQ, LLC
c/o 11921 Brinley Ave
Louisville, KY 40243
Ladies and Gentlemen:
In connection with the possible transaction (the Transaction) involving General
Employment Enterprises, Inc. (General Employment), Ronald E. Heineman (Ronald
Heineman), River Falls Financial Services, Inc. (River Falls) and PSQ, LLC
(PSQ, and together with Ronald Heineman and River Falls, the River Falls
Parties), General Employment and the River Falls Parties (each a Party and together,
the Parties) are prepared to make available to one another certain information which is
non-public, confidential or proprietary in nature (Evaluation Material).
By execution of this letter agreement (the Agreement), each Party agrees to treat
all Evaluation Material of the other Parties confidentially and to observe the terms and conditions
set forth herein. For purposes of this Agreement, Evaluation Material shall include all
information, regardless of the form in which it is communicated or maintained (whether prepared by
a Party) that contains or otherwise reflects information concerning a Party (the Disclosing
Party) that another Party (the Receiving Party) or its directors, officers,
employees, partners, affiliates, agents, advisors or representatives (Representatives)
may be provided by or on behalf of the Disclosing Party in the course of the Receiving Partys
evaluation of the Transaction. Evaluation Material shall also include all reports, analyses, notes
or other information that are based on, contain or reflect any Evaluation Material
(Notes). The Receiving Party shall not be required to maintain the confidentiality of
those portions of the Evaluation Material that (i) become generally available to the public other
than as a result of a disclosure by the Receiving Party or any of its Representatives, (ii) were
available to the Receiving Party on a non-confidential basis prior to the disclosure of such
Evaluation Material to the Receiving Party pursuant to this Agreement, provided that the source of
such information was not known by the Receiving Party or any of its Representatives, after
reasonable investigation, to be bound by a contractual, legal or fiduciary obligation of
confidentiality to the Disclosing Party or any of its affiliates with respect to such material or
(iii) become available to the Receiving Party on a non-confidential basis from a source other than
the Disclosing Party or its Representatives, provided that the source of such information was not
known by the Receiving Party or its Representatives, after reasonable investigation, to be bound by
a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any of
its affiliates with respect to such material.
The Receiving Party will not use the Evaluation Material for any purpose other than
determining whether it wishes to enter into the Transaction. The Receiving Party agrees not to
disclose or allow disclosure to others of any Evaluation Material, except that the Receiving Party
may disclose Evaluation Material to its Representatives to the extent necessary to permit such
Representatives to assist the
February 11, 2009
Page 2
Receiving Party in making the determination referred to in the prior sentence, provided, however,
that the Receiving Party shall cause each such Representative to be bound by the terms of this
Agreement to the same extent as if they were parties hereto and the Receiving Party shall be
legally responsible for any violation of the terms of this Agreement by any of its Representatives.
In addition, each Party agrees that it will not make any disclosure that it is having or has
had discussions concerning the Transaction, that it has received Evaluation Material or that it is
considering the Transaction; provided that a Party may make such disclosure (i) to its
Representatives as provided in the preceding paragraph, and (ii) if such Party has received the
written opinion of its counsel that such disclosure must be made by it in order that it not commit
a violation of law and, prior to such disclosure, such party promptly advises and consult with the
other party and its legal counsel concerning the information such party proposes to disclose.
In the event that the Receiving Party or anyone to whom the Receiving Party discloses any
Evaluation Material in accordance with this Agreement is requested or required (by deposition,
interrogatories, requests for information or documents in legal proceedings, subpoenas, civil
investigative demand or similar process), in connection with any proceeding, to disclose any
Evaluation Material, the Receiving Party will give the Disclosing Party prompt written notice of
such request or requirement so that the Disclosing Party may seek an appropriate protective order
or other remedy and/or waive compliance with the provisions of this Agreement, and the Receiving
Party will cooperate with the Disclosing Party to obtain such protective order. In the event that
such protective order or other remedy is not obtained or the Disclosing Party waives compliance
with the relevant provisions of this Agreement, the Receiving Party (or such other persons to whom
such request is directed) will furnish only that portion of the Evaluation Material which, in the
opinion of the Receiving Partys counsel, is legally required to be disclosed and, upon the
Disclosing Partys request, use the Receiving Partys best efforts to obtain assurances that
confidential treatment will be accorded to such information.
The Receiving Party agrees that it will not use the Evaluation Material in any way directly or
indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that for
a period of three years from the date of the signing of this Agreement, the Receiving Party and its
Representatives will not, as a result of knowledge or information obtained from the Evaluation
Material or otherwise, (i) interfere with or attempt to interfere with any business of the
Disclosing Party or any of its affiliates, or (ii) employ, solicit or cause to be solicited the
employment of any person who is now an employee of the Disclosing Party or any of its affiliates
whom the Receiving Party is introduced to, comes into contact with, or becomes aware of in
connection with the Transaction; provided, that the foregoing clause (ii) shall not apply to (1)
advertising employment opportunities in any national newspaper, trade journal or other publication
in a major metropolitan area or any third-party Internet website posting, or
negotiating with, offering employment to or employing any person contacted through such
medium, (2) participating in any third-party hiring fair or similar event open to the public or
negotiating with, offering employment to or employing any person contacted through such medium, or
(3) soliciting, negotiating with, offering employment to or employing any person at any time
following 180 days after the termination by such person of his or her employment with the
Disclosing Party or its affiliates.
February 11, 2009
Page 3
Although each Party will endeavor to include in the Evaluation Material information known to
it which it believes to be relevant for the purpose of any other Partys investigation, each Party
understands and agrees that no Party nor or any of their Representatives (i) has made or makes any
representation or warranty, expressed or implied, as to the accuracy or completeness of the
Evaluation Material or (ii) shall have any liability whatsoever to the other Parties or the other
Parties Representatives relating to or resulting from the use of the Evaluation Material or any
errors therein or omissions therefrom.
If any Party decides that it does not wish to proceed with the Transaction, such Party will
promptly notify the other Parties of that decision. In that case, or if any Party shall elect at
any time to terminate further access by the other Parties to Evaluation Material for any reason,
each Party will within five business days thereafter redeliver to the other Parties all copies of
the other Parties Evaluation Material, destroy all Notes and deliver to the other Parties a duly
executed certificate indicating that the requirements of this sentence have been satisfied in full.
Notwithstanding the return and destruction of Evaluation Material and Notes, each Party and its
Representatives will continue to be bound by its obligations of confidentiality and other
obligations hereunder.
The River Falls Parties acknowledge that they are aware that the securities laws of the United
States prohibit any person who has material, non-public information concerning General Employment
or the Transaction from purchasing or selling securities in reliance upon such information or from
communicating such information to any other person or entity under circumstances in which it is
reasonably foreseeable that such person or entity is likely to purchase or sell such securities in
reliance upon such information.
Each River Falls Party agrees that, for a period of three years from the date of this
Agreement, unless such shall have been specifically invited in writing by the Board of Directors of
General Employment, none of such River Falls Parties nor any of their respective Representatives
will in any manner, directly or indirectly, (a) effect or seek, offer or propose (whether publicly
or otherwise) to effect, or cause or participate in or in any way assist any other person to effect
or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any
acquisition of any securities (or beneficial ownership thereof) (other than pursuant to the
Transaction contemplated hereby, unless General Employment notifies Ronald Heineman that it does
not wish to proceed with the Transaction) or assets of General Employment or any subsidiary or
division thereof; (ii) any tender or exchange offer, or any merger or other business combination
involving General Employment or any subsidiary or division thereof (other than a
merger or business combination pursuant to the Transaction contemplated hereby, unless General
Employment notifies such River Falls Party that it does not wish to proceed with the Transaction);
(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary
transaction with respect to General Employment or any subsidiary or division thereof; or (iv) any
solicitation of proxies (as such terms are used in the proxy rules of the Securities and
Exchange Commission) or consents to vote any voting securities of General Employment, (b) form,
join or in any way participate in a group (as defined under the Securities Exchange Act of 1934,
as amended) with respect to any securities of General Employment, (c) otherwise act, alone or in
concert with others, to seek to control or influence the management, Board of Directors or policies
of General Employment or any subsidiary or division thereof, (d) take any action which might force
General Employment to make a public announcement regarding any of the types of matters set forth in
(a) above, or (e) enter into any discussions or arrangements with any third party with respect to
any of the foregoing.
February 11, 2009
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Each Party understands that neither such Party nor any of its Representatives shall have any
claims whatsoever against the other Parties or any of their stockholders, owners or Representatives
arising out of or relating to the Transaction other than those against the parties to a definitive
agreement between the Parties in accordance with the terms thereof. Unless and until a definitive
agreement between the Parties with respect to the Transaction has been executed and delivered, no
Party will be under any legal obligation of any kind whatsoever with respect to the Transaction.
Each Party agrees that money damages would not be a sufficient remedy for any breach of this
Agreement by a Party or its Representatives, that in addition to all other remedies the
non-breaching Party shall be entitled to specific performance and injunctive or other equitable
relief as a remedy for any such breach, and each Party further agrees to waive, and to cause its
Representatives to waive, any requirement for the securing or posting of any bond in connection
with such remedy. In the event of litigation relating to this Agreement, if a court of competent
jurisdiction determines that a Party or any of its Representatives has materially breached this
Agreement, such Party shall be liable and pay to the non-breaching Party the reasonable legal fees
incurred by the non-breaching Party in connection with such litigation, including any appeal
therefrom.
All modifications of, waivers of and amendments to this Agreement or any part hereof must be
in writing signed on behalf of each Party. Each Party and its respective successors and assigns
are intended to be benefited by this Agreement and shall be entitled to enforce this Agreement and
to obtain the benefit of any remedies that may be available for the breach hereof.
It is further understood and agreed that no failure or delay by a Party in exercising any
right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise of any right, power or
privilege hereunder.
Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any
State or Federal court sitting in the Northern District of Illinois over any suit, action or
proceeding arising out of or relating to this Agreement. Each Party hereby agrees that service of
any process, summons, notice or document by U.S. registered mail addressed to such Party shall
be effective service of process for any action, suit or proceeding brought against such Party
in any such court. Each Party hereby irrevocably and unconditionally waives any objection to the
placing of venue of any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. Each Party agrees that a final judgment in any such suit, action or proceeding
brought in any such court shall be conclusive and binding upon such Party and may be enforced, by
suit upon such judgment, in any other courts to whose jurisdiction such Party is or may be subject.
In the event that any provision or portion of this Agreement is determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by
applicable law.
Notwithstanding anything to the contrary contained in this Agreement, each River Falls Party
agrees that it will be jointly and severally liable for any breach of this Agreement by any other
River Falls Party.
February 11, 2009
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This Agreement shall be governed by, and construed and enforced in accordance with, the laws
of the State of Illinois without regard to conflict of laws principles thereof.
If you are in agreement with the foregoing, please so indicate by signing, dating and
returning one copy of this Agreement, which will constitute our agreement with respect to the
matters set forth herein.
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Very truly yours,
GENERAL EMPLOYMENT ENTERPRISES, INC.
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By: |
/s/ Herbert F. Imhoff, Jr.
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Name: |
Herbert F. Imhoff, Jr. |
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Title: |
Chairman of the Board and
Chief Executive Officer |
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Confirmed and agreed to as of the date set forth above:
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| /s/ Ronald E. Heineman
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| Name: Ronald E. Heineman |
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RIVER FALLS FINANCIAL SERVICES, INC.
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| By: |
/s/ Ronald E. Heineman
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Name: |
Ronald E. Heineman |
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Title: |
Managing Director |
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PSQ, LLC
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| By: |
/s/ Stephen B. Pence
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Name: |
Stephen B. Pence |
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Title: |
Manager |
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