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EXHIBIT 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
this day 1st of April, 2000, by and between FINANTRA CAPITAL, INC., a Delaware
corporation (the "Company"), and XXXX XXXXXXX ("Xxxxxxx" or "Employee").
W I T N E S S E T H :
WHEREAS, the Company desires to employ Xxxxxxx as its Chief Financial
Officer, and
WHEREAS, the Company and Xxxxxxx desire to memorialize their employment
agreement into a written instrument.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and for such other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. RECITALS: The above and foregoing recitals are true and
correct and are incorporated herein.
2. EMPLOYMENT: The Company hereby employs, hires and engages
Xxxxxxx as its Chief Financial Officer for the purpose of giving and rendering
such services to the Company as may be necessary, including, but not limited to,
the overseeing of outside accountants employed by the Company on specific
matters.
3. TERM OF AGREEMENT: The term of this agreement shall commence
on April 1, 2000 and shall continue thereafter for a term of three (3) years,
subject to the termination provisions set forth in this Agreement.
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4. COMPENSATION: The Company, in consideration of the services to
be performed and provided by Xxxxxxx, shall pay to Xxxxxxx during the term of
this agreement the sum of One Hundred Seventy-Five Thousand Dollars
($175,000.00) per annum payable at the Company's usual and customary payment
dates for employee compensation. The Company shall deduct from Xxxxxxx'x
compensation all applicable deductions, including, but not limited to,
withholding taxes and FICA taxes.
5. BONUS POOL: Xxxxxxx shall participate in the Executive Bonus
Pool (to be established in the calendar year 2000).
6. BENEFITs: In addition to the compensation set forth in
paragraphs 4 and 5 above, Xxxxxxx shall be entitled to receive the following
benefits during the term of this agreement:
6.1 MEDICAL INSURANCE: Xxxxxxx shall be entitled to
medical, health and life insurance benefits as are made available by the Company
to the Company's executives and employees during the term of this agreement.
6.2 REIMBURSEMENT OF EXPENSES: Xxxxxxx shall be entitled
to reimbursement of all reasonable expenses actually paid or incurred by Xxxxxxx
in the course of and pursuant to the performance of his duties under this
agreement.
6.3 VACATION: Employee shall be entitled to three weeks
vacation time annually. Any vacation time not utilized or taken in a given year
shall not accrue to the following year during the term hereof. Paid vacation
shall be prorated in any calendar year during which the Employee is employed
under this Agreement for less than an entire year. The Employee shall also be
entitled to all paid holidays given by the Company to its executives or
employees.
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6.4 MOVING EXPENSES: The Company shall reimburse Xxxxxxx for
his actual moving expenses incurred to relocate to South Florida, up to a
maximum amount of $15,000.00.
6.5 LIVING EXPENSES: The Company agrees to reimburse Xxxxxxx
for reasonable travel, lodging and transportation expenses incurred by him prior
to his move to South Florida. Temporary living expenses shall not exceed the sum
of $1,500.00 per month. This benefit will cease on July 1, 2000 irrespective of
whether Xxxxxxx has relocated.
6.6 INCENTIVE STOCK OPTION PROGRAM (ISO): Employee shall be
entitled to participate in Incentive Stock Option Program of the Company on an
annual basis during the term of this agreement as follows:
6.6.1 ANNUAL GRANT OF OPTIONS: Commencing in the calendar
year 2000 and each calendar year during the term of this agreement, the Employee
shall be granted 75,000 stock options at an exercise price equal to the market
value share price on the day the option is granted. The options shall be granted
quarterly in each year (January 1st, April 1st, October 1st).
6.6.2 The ISO's shall have an exercise period of 36 months
from the date of issuance and cannot be exercise during the first six months
following their issuance.
7. INDEMNIFICATION AND WAIVER OF PROFESSIONAL LIABILITY COVERAGE:
The Company agrees that it will indemnify Xxxxxxx against any and claims, suits,
actions, debts, damages, costs, charges and expenses including court costs and
attorney's fees arising from any and all liability, losses and damages of any
nature whatsoever as a result of the services being rendered to the Company by
Xxxxxxx unless said claims are as a result of Xxxxxxx'x xxxxx negligence or
total disregard of his duties.
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8. DISABILITY: In the event Xxxxxxx shall become incapacitated by
reason of mental or physical disability during the term of this agreement such
that he is substantially prevented from performing his duties and services
hereunder for a period of 90 days or for such shorter periods aggregating 90
days during any twelve month period, the Company thereafter shall have the right
to terminate this agreement by sending written notice of termination to Xxxxxxx
or his legal representative and thereupon his employment shall hereunder
immediately terminate. Upon such termination Xxxxxxx shall be entitled to
receive and shall be paid by the Company all compensation due him to the date of
termination.
9. TERMINATION:
9.1 CAUSE: The Company shall have the right to terminate
the employment of Employee hereunder at any time for cause (as used herein,
"cause") if:
9.1.1 Employee shall be convicted by a court of
competent and final jurisdiction of any crime (whether or not involving the
Company) which constitutes a felony in the jurisdiction involved or otherwise
commit acts of moral turpitude in such a manner as to adversely reflect upon the
reputation of the Company; or
9.1.2 Employee shall commit any act of
embezzlement or similar material dishonest and injurious conduct against the
Company; or
9.1.3 Employee shall demonstrate reckless
disregard or grossly negligent and injurious conduct in connection with the
performance of, or a gross disregard for, his duties and responsibilities under,
or assigned pursuant to this Agreement; or
9.1.4 Employee is in default in the performance of
his obligations, services or duties under this agreement and such default
continues for a period of fifteen (15) days after
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written notice to Employee and a majority of the Company's outside Directors
after having heard the Employee's explanation have voted in favor of
termination.
Notwithstanding the foregoing, the Company agrees that it will not be
arbitrary or capricious in terminating Employee's employment hereunder for other
than good and valid cause which results in material damage to the Company.
9.2 MUTUAL AGREEMENT: Company and Employee may mutually
agree to terminate this Agreement.
9.3 In the event that the employment of Employee shall be
terminated by the Company, Employee shall be entitled to receive his salary then
in effect through the date of such termination. Employee shall accept the
payments pursuant to this paragraph in full discharge and release of the Company
of and from any further obligations under this Agreement. Nothing contained in
this paragraph shall constitute a waiver or release by the Company of any rights
or claims it may have against the Employee, including, but not limited to, any
claims or rights pursuant to the provisions set forth in this Agreement.
10. BEST EFFORTS OF EMPLOYEE: The Employee agrees that Employee
will, at all times, faithfully, industriously and to the best of his ability,
experience and talents, perform all of the express and implicit terms hereof, to
the reasonable satisfaction of the Company. It is understood that the Employee
shall devote full time and effort to the business of the Company.
11. COVENANTS, REPRESENTATIONS AND WARRANTIES OF XXXXXXX: Xxxxxxx
represents and warrants to the Company as follows:
11.1 He has the power and authority to enter into this
Agreement and perform its duties hereunder.
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11.2 He shall use his best efforts to comply with all
laws, regulations, rules and ordinances pertaining to the Company's business.
12. RESTRICTIVE COVENANTS:
12.1 Employee recognizes and acknowledges that as a
consequences of his duties hereunder, Employee will be provided access to or
will come in contact with confidential information of or regarding the Company.
Accordingly, Employee agrees that he will not, during or for a period of 24
months after the term of his employment except with prior written consent of the
Company, disclose any confidential information relating to the Company. The
provisions of this section shall not apply to information which Employee is
required to disclose by law or by order a court of competent jurisdiction but
only to the extent required by law or by order and when reasonably possible,
only if Employee shall give the Company prior notice of such intended disclosure
so that the Company has the opportunity to seek a protective order if it deems
such appropriate.
12.2 As used in this Agreement, "confidential information"
shall mean and include studies, plans, reports, records, promotional materials,
agreements, memoranda, documents, information related to Company activities,
systems, finances, client lists, research data, personnel data, financing
sources, and such other related information not of a public knowledge.
12.3 It is agreed by the Employee that should be violate
the provisions of this section, the Company shall have the right to obtain an
Order from a court of competent jurisdiction enjoining him from violating any
and all of the provisions of this section or of this Agreement and the Company's
application for such a writ of injunction shall be deemed without
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prejudice to any all other rights, remedies or actions which may accrue in favor
of the Company as a result of the Employee's breach of this provision or of the
terms of this Agreement. In the event the Company is required to institute any
litigation concerning the terms and conditions of this section or of this
Agreement, the prevailing party shall be entitled to reimbursement of all
reasonable attorney's fees and costs at both the trial and the appellate court
level. The Employee further agrees that in the event of litigation venue shall
only be proper in Broward County, Florida.
13. Notices: All notices, requests, demands, waivers, consents,
approvals or other communications required or permitted hereunder shall be in
writing and shall be deemed to have been given when received if delivered
personally or by recognized overnight carrier, or three (3) days after being
sent if sent by certified or registered mail, postage prepaid, return receipt
requested, to the following addresses:
If to the Company: Finantra Capital, Inc.
Attention: Xxxxxx X. Press
Westside Corporate Center
000 X. Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
If to the Employee: Xxxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx Xxxxxxx, XX 00000
14. MISCELLANEOUS PROVISIONS:
14.1 CAPTIONS AND PARAGRAPH HEADINGS: Captions and
paragraph headings contained in this Contract are for convenience and reference
only and in no way define, describe, extend or limit the copy of intent of this
Contract nor the intent of any provision hereof.
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14.2 COUNTERPARTS: This Contract may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same Contract.
14.3 BINDING EFFECT: This Contract shall enure to the
benefit of and shall be binding upon the parties hereto and their respective
heirs, personal representatives, successors and assigns. However, under no
circumstances shall this Contract be assignable by Employee.
14.4 ENTIRE AGREEMENT: This Contract constitutes the
entire understanding agreement between the parties and may not be changed,
altered or modified, except by an instrument in writing signed by all parties
against whom and enforcement of such Contract would be sought. In the event any
provision of this Contract shall be determined by appropriate judicial authority
to be illegal or otherwise invalid, such provision, shall be given its nearest
legal meaning or be construed or deleted as such authority determines. The
remainder of this Contract shall be construed to be in full force and effect.
This Contract shall not be modified unless said modification is in writing and
signed by the party to be charged.
14.5 GOVERNING LAW AND VENUE: This Contract shall be
construed and interpreted according to the laws of the State of Florida. Venue
for any litigation hereunder shall be in Broward County, Florida.
14.6 ATTORNEY'S FEES: In the event of any litigation
arising out of or relating to this Contract, the unsuccessfully party in such
litigation shall pay to the successful party all costs and expenses incurred
therein by the successful party, including, without limitation, reasonable
attorney's fees and costs at the trial and appellate court level.
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IN WITNESS WHEREOF, the parties have hereunto set theirs hands and
seals this 1st day of April, 2000.
FINANTRA CAPITAL, INC.
By: /s/ XXXXXXX X. XXXX
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XXXXXXX X. XXXX, President
/s/ XXXX XXXXXXX
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XXXX XXXXXXX
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