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Chief Financial Officer Employment Agreement

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Exhibit 10(o)


NON-QUALIFIED SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT


THIS AGREEMENT, made and entered into as of this 1st day of January, 1997, by and between Computer Horizons Corp., a Pennsylvania corporation (hereinafter called the "Company"), and William J. Murphy, an individual employee of the Company (hereinafter called the "Participating Employee").


W I T N E S S E T H:


WHEREAS, the Participating Employee is currently performing valuable services for the Company in the capacity of Chief Financial Officer and Executive Vice President; and


WHEREAS, the Board desires to encourage the Participating Employee to continue in the employ of the Company and to continue the performance of his duties of employment in a capable and efficient manner; and


WHEREAS, the Participating Employee is willing to continue in the employ of the Company and to continue the capable and efficient performance of his employment duties; and


WHEREAS, the Participating Employee is considered by the Company to be a highly compensated employee or member of a select management group of the Company.


NOW, THEREFORE, in consideration of the premises hereof, the Company and the Participating Employee agree as follows:


1. RETIREMENT BENEFIT. Subject to the terms and conditions specified in this Agreement, the Company hereby agrees that if the Participating Employee remains continuously employed by the Company from the date hereof until he attains age 65, the Company will pay to the Participating Employee a lump sum amount of $1,000,000 as soon as practicable following his Normal Retirement Date (as defined in Paragraph 2 below). Notwithstanding the foregoing, any Participating Employee who has attained the age of 55 at the time he executes this Agreement and remains continuously employed until he attains age 65 shall, subject to the terms and conditions of this Agreement, receive a lump sum amount of $250,000 as soon as practicable following his Normal Retirement Date.


In lieu of receiving payment in a lump sum, the Participating Employee may elect, at the time he executes the Agreement or at any other time which is more than 24 months prior to attaining age 65, to elect to receive annual installments of his Retirement Benefits payable over 10 years. The first installment to be paid on the Participating Employee's Normal Retirement Date will


be equal to 1/10 of the lump sum with subsequent annual payments of 1/9, 1/8, 1/7,1/6, 1/5, 1/4, 1/3, 1/2, 1/1, of the remaining balance.


IF THE PARTICIPATING EMPLOYEE DIES AFTER REACHING THE AGE OF SIXTY-FIVE (65) but prior to receiving a lump sum or all of the installment payments due hereunder, the lump sum or remaining installment payments otherwise due, shall be made to the Participating Employee's Beneficiary(ies) in accordance with the provisions of this Agreement. Upon payment to the Participating Employee and/or his Beneficiary(ies) of the lump sum or a total amount equal to 10 annual payments, no further benefits shall be due under this Agreement.


2. NORMAL RETIREMENT DATE. The Participating Employee and the Company agree that, except with respect to the Participating Employee's retirement due to disability, as defined in Paragraph 3 of this Agreement, the Participating Employee shall retire from the Company on the day of the month in which the Participating Employee attains sixty-five (65) years of age to the extent such termination of employment is permitted as a stated exception from applicable federal and state age discrimination laws based on position and retirement benefits. Such date shall, for purposes of this Agreement, be the Participating Employee's "Normal Retirement Date." However, notwithstanding the foregoing, the Participating Employee may continue his employment with the Company beyond his sixty-fifth birthday to any later date agreed to by the Company and the Participating Employee. In such event, the Participating Employee's Normal Retirement Date for purposes of this Agreement shall be the day of the month in which the Participating Employee actually retires from employment after attaining the age of 65. For purposes of this Agreement only, should the Participating Employee die or become permanently disabled after attaining sixty-five (65) years of age, but prior to such extended "Normal Retirement Date," then the Participating Employee's "Normal Retirement Date" shall be deemed to be the day of the month in which such death or disability occurs.


3. RETIREMENT DUE TO TOTAL AND PERMANENT DISABILITY. Subject to the terms and conditions of this Agreement, the Company hereby agrees that if the Participating Employee retires from continuous employment with the Company prior to age 65 due to his total and permanent disability as defined in this Paragraph, the Participating Employee shall be deemed to have continued employment with the Company only for purposes of this Agreement until age 65 and the Participating Employee will be entitled to the Retirement Benefits set forth in Paragraph 1 of this Agreement.


For purposes of this Agreement, "total and permanent disability," or any words or phrase of similar effect, means any medically determinable physical or mental disorder which renders the Participating Employee incapable of continuing in the employ of the Company in the position he was employed on the date he incurred the disability. An employee shall be considered totally and permanently disabled and unable to continue in the employ of the Company upon a good faith determination by the Board that he is totally and permanently disabled based on the medical evidence as the Board may, in its sole discretion, require to make such determination.


4. ACCRUAL AND VESTING OF RETIREMENT BENEFITS. The Participating Employee will accrue and be vested in the Retirement Benefits specified in Paragraph 1 hereof on a straight line basis over the Participating Employee's total years of service with the Company until and including the year in which the Participating Employee attains age 65. A year is defined to include any portion of a particular year.


If the Participating Employee terminates employment before age 65, other than due to death or total and permanent disability, the amount of the Participating Employee's vested accrued benefit at the time of such termination will be deferred and shall be paid as soon as practicable after the Participating Employee attains the age of 65.


5. PRE-RETIREMENT DEATH BENEFIT


(a) Should the Participating Employee die after a termination of
employment with a vested deferred accrued benefit prior to age 65, the
amount of such benefit shall be paid in a lump sum to the deceased's
designated Beneficiary(ies) as soon as practicable after the date of
the Participating Employee's death. Notwithstanding the foregoing, if
the amount of such vested deferred accrued benefit is less than
$500,000, the Company agrees to make an additional payment so that the
total benefit is equal to $500,000.


(b) Should the Participating Employee die prior to age 65 during
employment with the Company, an amount equal to the greater of $500,000
or the Participating Employee's vested accrued benefit shall be paid in
a lump sum to the deceased's designated Beneficiary(ies) as soon as
practicable after the date of the Participating Employee's death.


(c) Notwithstanding the provision for payment of a lump sum death
benefit in (a) and (b) above, the Company may, in its sole discretion,
elect to pay out the amount of a lump sum death benefit over 10 years
commencing on the Participating Employee's date of death, i.e., 1/10 of
the lump sum payment in the first year, 1/9 of the remaining balance in
the second year, 1/8
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