EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of the 1st day of
January, 1998, by and between An-Con Genetics, Inc. a
corporation, organized and existing under the laws of
the State of Delaware, and Xxxxx Medical Industries,
Inc. organized and existing under the laws of the
State of Florida or any successor entity thereof
(hereinafter referred to as ("the Company"), and J.
Xxxxxx Xxxxx (hereinafter referred to as "the
Employee").
WITNESSETH:
WHEREAS, the Company is a corporation existing and
authorized to do business in the State of Delaware
(An-Con); and Florida (Xxxxx) and
WHEREAS, the Company is desirous of securing
Employee's services and Employee is willing to provide
such services.
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, the parties hereto agree
as follows:
1) EMPLOYMENT OF EMPLOYEE: The Company hereby agrees
to employ the Employee, and the Employee hereby agrees
to accept said employment pursuant to the terms and
conditions of this Agreement.
2) DUTIES: The Employee shall render, as an employee,
professional services as President and shall perform
such additional duties as may be assigned to the
Employee by the Board of Directors of the Company.
The Employee agrees to devote all of his time and
efforts to the performance of his duties, except for
customary vacations and reasonable absences due to
illness or other incapacity as set forth herein, and
to perform all of his duties to the best of his
professional ability and comply with such reasonable
policies, standards, and regulations of the Company as
are from time to time established by the Board of
Directors of the Company. Nothing contained herein
shall be construed so as to prohibit or prevent the
Employee from engaging in any business activity as
long as such activities do not conflict or interfere
with the adequate performance of his duties hereunder.
3) TERM : The initial term of employment under this
Agreement shall be effective as of the 1st day of
January, 1998, and shall continue until December 31,
2002 or until terminated as hereinafter provided.
After December 31, 2002 the term of this Agreement
shall be automatically extended for continuous terms
of one year each unless the Employer provides the
Employee with written notice of termination by March
31st of the year the Employer plans to terminate.
Employment Agreement
J. XXXXXX XXXXX
January 1, 1998
PAGE 2
4) PLACE OF EMPLOYMENT : It is understood that the
employee will permanently reside and work in the Tampa
Bay, Florida area.
5) COMPENSATION : For all services rendered to the
Company, the Employee agrees to accept as total
compensation a sum computed as set forth in this
section.
a. During the employment of the Employee, the Employee
shall receive the sum equal to ONE HUNDRED THIRTY SIX
THOUSAND ONE HUNDRED TWENTY TWO DOLLARS AND 68/100
($136,122.68) per year, payable in equal weekly
installments.
b. During the term of employment, Employee shall
receive an automobile allowance in the amount of FIVE
HUNDRED TWENTY FIVE AND 81/100 DOLLARS ($525.81) per
month, payable in equal weekly installments..
c. Bonuses: Shall be determined from time to time by
the Board of Directors at its discretion.
d. During the term of employment, the Employee shall
receive an Annual Raise in the amount of 7.5% on June
1 of every year, subject to review and adjustment by
the Board of Directors.
6) VACATION/SICK: The Company agrees that the Employee
shall be entitled to a vacation, with full pay, of
three (3) weeks (fifteen working days), during each
year of Employee's employment. The scheduling of any
vacation shall be coordinated with the Company so that
the staffing needs of the Company are met to the
extent reasonably possible. The Employee may be
entitled to such further paid vacation as is approved
in writing by the Board of Directors of the Company.
Any accrued vacation not taken by the Employee during
a year shall be available for use in subsequent years.
The employee may elect to receive cash payment for one
weeks vacation every calendar year. The employee
shall be granted sick time in accordance with the
policy outlined in the company's policy manual.
7) REIMBURSEMENT OF BUSINESS EXPENSES : The Company
agrees to pay, either directly, or indirectly by
payment to the Employee, for all of the Employee's
approved entertainment, travel and miscellaneous
business expenses incurred by him during the course of
his employment. Employee shall be entitled, on each
business related travel to Coach Airline tickets on
Domestic Travel and Business Class Airline tickets on
International Travel and a full size rental
automobile.
Employment Agreement
J. Xxxxxx Xxxxx
January 1, 1998
Page 3
As a prerequisite to any payment or reimbursement by
the Company for business expenses, the Employee shall
submit receipts of all such expenses to the Company;
and the Company's obligation to effect payment or
reimbursement of such expenses shall be only to the
extent of such receipts.
8) ADDITIONAL BENEFITS : The Company shall obtain and
pay for group medical and dental insurance for the
Employee and his dependents under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall obtain
and pay for group term life insurance in the amount of
$50,000.00 for the Employee under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall further
provide a disability plan upon such terms and
conditions that are, at a minimum, equal to or better
than those maintained by the Company as of the date of
this agreement.
9) PROPERTY DEFINED : The Employee understands and
agrees that all Company files, customer files, legal
files, legal research files, form files, forms,
examples, samples, and all briefs and memoranda, and
other work product are the sole and exclusive property
of the Company; and the same shall remain in the
possession of the Company and shall constitute the
property of the Company irrespective of who prepared
the same. The Employee shall not remove, photocopy,
photograph or in any other manner duplicate or remove
said property of the Company.
10) DISPOSITION OF PROPERTY UPON TERMINATION OF
EMPLOYMENT : In the event the employment of the
Employee with the Company is terminated, the Employee
agrees and understands that all files and all
customers of the Company are the sole and exclusive
property of the Company, and the Employee shall have
no right, title or interest in the same.
11) TERMINATION OF EMPLOYMENT : The employment of the
Employee may be terminated as follows:
a) By the death of the Employee and the Employee's
estate shall be paid the basic annual compensation due
the Employee pro-rated through the date of
termination.
b) By the Employee at any time upon at least thirty
(30) days prior written notice to the Company; and the
Company shall be obligated to pay the Employee the
basic annual compensation due him pro-rated to the
effective date of termination.
Employment Agreement
J. Xxxxxx Xxxxx
January 1, 1998
Page 4
c) By the Company, without cause, with the majority
approval of the Board of Directors of the Company at
any time upon at least thirty (30) days prior written
notice to the Employee: and the Company shall be
obligated to pay the Employee compensation currently
in effect including all bonuses, accrued or prorata,
and expenses up to the date of termination. During
any subsequent years remaining on the contract, the
Employee shall be paid the salary in effect at the
time of termination payable weekly. Employee shall
not have to account for other compensation from other
sources or otherwise mitigate his damages due to
termination pursuant to this subparagraph.
d) If the Company terminates this agreement, without
cause, or fails to meet its obligations to the
employee on a timely basis, of if there is a change in
the control of the Company, the Employee
may elect to terminate his employment agreement. Upon
any such termination or breach of any of the Company's
obligations hereunder, the Company shall pay the
Employee a lump severance equal to three times the
annual salary and bonus in effect the month preceding
such termination or breach as well as any other sums
which may be due under the terms hereof up to the date
of termination.
e) By the Company, if during the term of this
Employment Agreement the Employee violates the
provisions of Paragraph 12 hereof, or is found guilty
in a court of law of any crime of moral turpitude.
f) Employee agrees that the precise value of the
covenants in this Section 11 are so difficult to
evaluate that no accurate measure of liquidated
damages could possibly be established and that, in the
event of a breach or threatened temporary and
permanent injunctive relief restraining Employee from
such breach or threatened breach. In the event that
any covenants made in this Section shall be more
restrictive than permitted by applicable law, it shall
be limited to the extent which is so permitted.
12) NON-COMPETITION AND PRESERVATION OF NON-TRADE
SECRET PROTECTIVE BUSINESS INTERESTS: Upon the
termination of Employee's employment relationship with
Employer and for twelve (12) months thereafter,
irrespective of the time, manner, or method of such
termination, the Employee shall not, without the
express written consent of the Employer, directly or
indirectly, consult with, render services to, or
otherwise participate or attempt to participate in any
manner in a business which competes with the Employer
within the geographic areas where the Employer and/or
the Employee conducted business during the twenty-four
Employment Agreement
J. Xxxxxx Xxxxx
January 1, 1998
Page 5
(24) month period directly preceding his/her
termination of employment with the Employer, and/or:
a) Shall not use or disclose any Confidential
Information to any person or entity without the
written authorization of the Employer. Confidential
Information includes, but is not limited to,
information concerning Employer's customers; pricing
information and methods; training and operational
procedures; advertising, marketing, and sales
information; financial information; and other data,
concepts, strategies, methods, procedures or other
confidential information that is not a Trade Secret as
defined by Florida Statute Section 688.002;
b) Shall not solicit, directly or indirectly, any
existing or potential client or customer with whom the
Employer has or may have a substantial relationship.
A potential client or customer is defined as any
person or entity that the Employer or Employee
actively solicited during the twenty-four (24) month
period directly preceding the Employee's termination
of employment with the Employer;
c) Shall not hire, recruit or attempt to recruit any
person employed by the Employer at the time of the
Employee's termination of employment with the Employer
for any person or business entity which competes or
plans to compete with the Employer.
d) Shall not adversely affect the Employer's customer
goodwill associated with (1) an ongoing business by
way of trade name, trademark, service xxxx, trade
dress and the like; (2) a specific geographic
location; or (3) a specific marketing or trade area;
and/or
e) Shall not use extraordinary or specialized training
received from the Employer.
f) This Non-Competition and Protection of Non-Trade
Secret Protectible Business Interest provision is
expressly intended to benefit the Employer, its
successors and assigns (the Third Party Beneficiaries)
and the Employer and the Third Party Beneficiaries are
expressly authorized to enforce this provision.
13) PRESERVATION OF TRADE SECRETS: Upon the
termination of the Employee's employment relationship
with the Employer the Employee shall not, directly or
indirectly, use or disclose any trade secret, as that
term is defined by Florida Statute Section 688.002, of
the Employer or allow any such trade secret to be
disclosed to or used by any person or entity, for any
reason or purpose whatsoever.
Employment Agreement
J. Xxxxxx Xxxxx
January 1, 1998
Page 6
In addition, the Employee will not accept any
employment or other business relationship which would,
by the nature of the position, involve the inevitable
disclosure of any trade secret.
This Non-Disclosure of Trade Secrets provision is
expressly intended to benefit the Employer and the
Third Party Beneficiaries and the Employer and the
Third Party Beneficiaries are expressly authorized to
enforce this provision.
14) INDEMNIFICATION : The employee shall be
indemnified from liability in connection with his
acting as an officer and or director of both Xxxxx and
An-Con including but not limited to indemnification
for legal expenses and out-of-pocket disbursements in
connection with defense of any claim or lawsuit
against him based upon acts or omissions by him during
the period that he was an officer and director of the
corporation. However, the foregoing indemnification
as to certain acts shall not apply in the event it is
determined by a court of competent jurisdiction that
the employee, during his tenure as an officer and
director had a) breached his duty of loyalty to the
corporation or the stockholders; b) acted not in good
faith or had intentionally conducted himself
improperly and had violated the law; c) paid unlawful
dividends or made unlawful stock repurchases or
redemptions; d) engaged in a transaction in which he
had received an improper personal benefit against the
interests of the corporation or its shareholders.
15) NOTICES: Any notice required or permitted to be
given pursuant to the provisions of this hall be
sufficient if in writing, and if personally delivered
to the party to be notified or if sent by registered
or certified mail to said party at the following
addresses:
If to the Company: An-Con Genetics, Inc./Xxxxx
Medical Industries, Inc.
0000 - 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
If to the Employee: J. Xxxxxx Xxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
16) UNREASONABLE COMPENSATION : It is agreed that in
the event all or any part of the compensation paid to
the employee shall be disallowed by the Internal
Revenue Service as a deduction by the Company under
section 162 of the Internal Revenue Code of 1986, as
Employment Agreement
J. Xxxxxx Xxxxx
January 1, 1998
Page 7
amended, (or shall be disallowed as a deduction for
state or local income tax purposes) and such
disallowance becomes final, the Federal, state or
local income tax deficiency and interest or other tax
"costs" to the Company, as the case may be,
attributable to said disallowance shall be determined
and shall be a debt payable on demand by the Employee
to the Company which the Company may recover as a
setoff against future compensation.
17) BYLAWS; MISCELLANEOUS : This Agreement is made
subject to and with reference to the Bylaws of the
Company, which are incorporated herein by reference
and which the Employee accepts as binding upon him.
18) SEVERABILITY : In the event any portion of this
Agreement is held to be invalid or unenforceable, the
invalid or unenforceable portion or provision shall
not affect any other provision hereof and this
Agreement shall be construed and enforced as if the
invalid provision had not been included.
19) BINDING EFFECT : This Agreement shall inure to the
benefit of and shall be binding upon the Company and
upon any person, firm or corporation with which the
Company may be merged or consolidated or which may
acquire all or substantially all of the Company's
assets through sale, lease, liquidation or otherwise.
The rights and benefits of Employee are personal to
him and no such rights or benefits shall be subject to
assignment or transfer by Employee.
20) GOVERNING LAW : This Agreement shall be construed
and interpreted in accordance with the laws of the
State of Florida.
21) ENTIRE AGREEMENT : This Agreement constitutes the
entire agreement between the parties and supersedes
and replaces any prior agreement; and there are no
other agreements between the parties except as set
forth herein.
22) AMENDMENT AND MODIFICATION : All terms, conditions
and provisions of this
Agreement shall remain in full force and effect unless
modified, changed, altered or amended, in writing,
executed by both parties.
Employment Agreement
J. Xxxxxx Xxxxx
January 1, 1998
Page 8
IN WITNESS WHEREOF, the parties hereto have set their
hands and seals effective on the day and year first
above written.
An-Con Genetics, Inc.
_________________________
J. Xxxxxx Xxxxx, Employee
_________________________
J. Xxxxxx Xxxxx, Chief Executive Officer
________________________
Xxxxxx Xxxxxxxx, President
Signed Sealed and delivered in the presence of:
_________________________
Witness
_________________________
Witness
EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of the 1st day of
January, 1998, by and between An-Con Genetics, Inc. a
corporation, organized and existing under the laws of
the State of Delaware, and Xxxxx Medical Industries,
Inc. organized and existing under the laws of the
State of Florida or any successor entity thereof
(hereinafter referred to as ("the Company"), and Xxxx
Xxxxx (hereinafter referred to as "the Employee").
WITNESSETH:
WHEREAS, the Company is a corporation existing and
authorized to do business in the State of Delaware
(An-Con); and Florida (Xxxxx) and
WHEREAS, the Company is desirous of securing
Employee's services and Employee is willing to provide
such services.
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, the parties hereto agree
as follows:
1) EMPLOYMENT OF EMPLOYEE: The Company hereby agrees
to employ the Employee, and the Employee hereby agrees
to accept said employment pursuant to the terms and
conditions of this Agreement.
2) DUTIES: The Employee shall render, as an employee,
professional services as Vice President-U.S. Sales and
shall perform such additional duties as may be
assigned to the Employee by the Board of Directors of
the Company. The Employee agrees to devote all of his
time and efforts to the performance of his duties,
except for customary vacations and reasonable absences
due to illness or other incapacity as set forth
herein, and to perform all of his duties to the best
of his professional ability and comply with such
reasonable policies, standards, and regulations of the
Company as are from time to time established by the
Board of Directors of the Company. Nothing contained
herein shall be construed so as to prohibit or prevent
the Employee from engaging in any business activity as
long as such activities do not conflict or interfere
with the adequate performance of his duties hereunder.
3) TERM : The initial term of employment under this
Agreement shall be effective as of the 1st day of
January, 1998, and shall continue until December 31,
1999 or until terminated as hereinafter provided.
After December 31, 1999 the term of this Agreement
shall be automatically extended for continuous terms
of one year each unless the Employer provides the
Employee with written notice of termination by March
31st of the year the Employer plans to terminate.
Employment Agreement
Xxxx Xxxxx
January 1, 1998
Page 2
4) PLACE OF EMPLOYMENT : It is understood that the
employee will permanently reside and work in the Tampa
Bay, Florida area.
5) COMPENSATION : For all services rendered to the
Company, the Employee agrees to accept as total
compensation a sum computed as set forth in this
section.
a. During the employment of the Employee, the Employee
shall receive the sum equal to SIXTY THREE THOUSAND
NINETY EIGHT DOLLARS AND 36 /100 ($63,098.36) per
year, payable in equal weekly installments.
b. Bonuses: Shall be determined from time to time by
the Board of Directors at its discretion.
c. During the term of employment, the Employee shall
receive an Annual Raise on June 1 of every year, as
determined by the Board of Directors.
6) VACATION/SICK: The Company agrees that the Employee
shall be entitled to a vacation, with full pay, of two
(2) weeks (ten working days), during each year of
Employee's employment. The scheduling of any vacation
shall be coordinated with the Company so that the
staffing needs of the Company are met to the extent
reasonably possible. The Employee may be entitled to
such further paid vacation as is approved in writing
by the Board of Directors of the Company. Any accrued
vacation not taken by the Employee during a year shall
be available for use in subsequent years. The
employee may elect to receive cash payment for one
weeks vacation every calendar year. The employee
shall be granted sick time in accordance with the
policy outlined in the company's policy manual.
7) REIMBURSEMENT OF BUSINESS EXPENSES : The Company
agrees to pay, either directly, or indirectly by
payment to the Employee, for all of the Employee's
approved entertainment, travel and miscellaneous
business expenses incurred by him during the course of
his employment. Employee shall be entitled, on each
business related travel to Coach Airline tickets on
Domestic Travel and Business Class Airline tickets on
International Travel and a full size rental
automobile. As a prerequisite to any payment or
reimbursement by the Company for business expenses,
the Employee shall submit receipts of all such
expenses to the Company; and the Company's obligation
to effect payment or reimbursement of such expenses
shall be only to the extent of such receipts.
Employment Agreement
Xxxx Xxxxx
January 1, 1998
Page 3
8) ADDITIONAL BENEFITS : The Company shall obtain and
pay for group medical and dental insurance for the
Employee and his dependents under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall obtain
and pay for group term life insurance in the amount of
$50,000.00 for the Employee under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall further
provide a disability plan upon such terms and
conditions that are, at a minimum, equal to or better
than those maintained by the Company as of the date of
this agreement.
9) PROPERTY DEFINED : The Employee understands and
agrees that all Company files, customer files, legal
files, legal research files, form files, forms,
examples, samples, and all briefs and memoranda, and
other work product are the sole and exclusive property
of the Company; and the same shall remain in the
possession of the Company and shall constitute the
property of the Company irrespective of who prepared
the same. The Employee shall not remove, photocopy,
photograph or in any other manner duplicate or remove
said property of the Company.
10) DISPOSITION OF PROPERTY UPON TERMINATION OF
EMPLOYMENT : In the event the employment of the
Employee with the Company is terminated, the Employee
agrees and understands that all files and all
customers of the Company are the sole and exclusive
property of the Company, and the Employee shall have
no right, title or interest in the same.
11) TERMINATION OF EMPLOYMENT : The employment of the
Employee may be terminated as follows:
a) By the death of the Employee and the Employee's
estate shall be paid the basic annual compensation due
the Employee pro-rated through the date of
termination.
b) By the Employee at any time upon at least thirty
(30) days prior written notice to the Company; and the
Company shall be obligated to pay the Employee the
basic annual compensation due him pro-rated to the
effective date of termination.
c) By the Company, without cause, with the majority
approval of the Board of Directors of the Company at
any time upon at least thirty (30) days prior written
notice to the Employee: and the Company shall be
Employment Agreement
Xxxx Xxxxx
January 1, 1998
Page 4
obligated to pay the Employee compensation currently
in effect including all bonuses, accrued or prorata,
and expenses up to the date of termination. During
any subsequent years remaining on the contract, the
Employee shall be paid the salary in effect at the
time of termination payable weekly. Employee shall
not have to account for other compensation from other
sources or otherwise mitigate his damages due to
termination pursuant to this subparagraph.
d) If the Company terminates this agreement, without
cause, or fails to meet its obligations to the
employee on a timely basis, of if there is a change in
the control of the Company, the Employee
may elect to terminate his employment agreement. Upon
any such termination or breach of any of the Company's
obligations hereunder, the Company shall pay the
Employee a lump severance equal to three times the
annual salary and bonus in effect the month preceding
such termination or breach as well as any other sums
which may be due under the terms hereof up to the date
of termination.
e) By the Company, if during the term of this
Employment Agreement the Employee violates the
provisions of Paragraph 12 hereof, or is found guilty
in a court of law of any crime of moral turpitude.
f) Employee agrees that the precise value of the
covenants in this Section 11 are so difficult to
evaluate that no accurate measure of liquidated
damages could possibly be established and that, in the
event of a breach or threatened temporary and
permanent injunctive relief restraining Employee from
such breach or threatened breach. In the event that
any covenants made in this Section shall be more
restrictive than permitted by applicable law, it shall
be limited to the extent which is so permitted.
12) NON-COMPETITION AND PRESERVATION OF NON-TRADE
SECRET PROTECTIVE BUSINESS INTERESTS: Upon the
termination of Employee's employment relationship with
Employer and for twelve (12) months thereafter,
irrespective of the time, manner, or method of such
termination, the Employee shall not, without the
express written consent of the Employer, directly or
indirectly, consult with, render services to, or
otherwise participate or attempt to participate in any
manner in a business which competes with the Employer
within the geographic areas where the Employer and/or
the Employee conducted business during the twenty-four
Employment Agreement
Xxxx Xxxxx
January 1, 1998
Page 5
(24) month period directly preceding his/her
termination of employment with the Employer, and/or:
a) Shall not use or disclose any Confidential
Information to any person or entity without the
written authorization of the Employer. Confidential
Information includes, but is not limited to,
information concerning Employer's customers; pricing
information and methods; training and operational
procedures; advertising, marketing, and sales
information; financial information; and other data,
concepts, strategies, methods, procedures or other
confidential information that is not a Trade Secret as
defined by Florida Statute Section 688.002;
b) Shall not solicit, directly or indirectly, any
existing or potential client or customer with whom the
Employer has or may have a substantial relationship.
A potential client or customer is defined as any
person or entity that the Employer or Employee
actively solicited during the twenty-four (24) month
period directly preceding the Employee's termination
of employment with the Employer;
c) Shall not hire, recruit or attempt to recruit any
person employed by the Employer at the time of the
Employee's termination of employment with the Employer
for any person or business entity which competes or
plans to compete with the Employer.
d) Shall not adversely affect the Employer's customer
goodwill associated with (1) an ongoing business by
way of trade name, trademark, service xxxx, trade
dress and the like; (2) a specific geographic
location; or (3) a specific marketing or trade area;
and/or
e) Shall not use extraordinary or specialized training
received from the Employer.
f) This Non-Competition and Protection of Non-Trade
Secret Protectible Business Interest provision is
expressly intended to benefit the Employer, its
successors and assigns (the Third Party Beneficiaries)
and the Employer and the Third Party Beneficiaries are
expressly authorized to enforce this provision.
13) PRESERVATION OF TRADE SECRETS: Upon the
termination of the Employee's employment relationship
with the Employer the Employee shall not, directly or
indirectly, use or disclose any trade secret, as that
term is defined by Florida Statute Section 688.002, of
the Employer or allow any such trade secret to be
disclosed to or used by any person or entity, for any
reason or purpose whatsoever. In addition, the
Employment Agreement
Xxxx Xxxxx
January 1, 1998
Page 6
Employee will not accept any employment or other
business relationship which would, by the nature of
the position, involve the inevitable disclosure of any
trade secret.
This Non-Disclosure of Trade Secrets provision is
expressly intended to benefit the Employer and the
Third Party Beneficiaries and the Employer and the
Third Party Beneficiaries are expressly authorized to
enforce this provision.
14) INDEMNIFICATION : The employee shall be
indemnified from liability in connection with his
acting as an officer and or director of both Xxxxx and
An-Con including but not limited to indemnification
for legal expenses and out-of-pocket disbursements in
connection with defense of any claim or lawsuit
against him based upon acts or omissions by him during
the period that he was an officer and director of the
corporation. However, the foregoing indemnification
as to certain acts shall not apply in the event it is
determined by a court of competent jurisdiction that
the employee, during his tenure as an officer and
director had a) breached his duty of loyalty to the
corporation or the stockholders; b) acted not in good
faith or had intentionally conducted himself
improperly and had violated the law; c) paid unlawful
dividends or made unlawful stock repurchases or
redemptions; d) engaged in a transaction in which he
had received an improper personal benefit against the
interests of the corporation or its shareholders.
15) NOTICES: Any notice required or permitted to be
given pursuant to the provisions of this hall be
sufficient if in writing, and if personally delivered
to the party to be notified or if sent by registered
or certified mail to said party at the following
addresses:
If to the Company: An-Con Genetics, Inc./Xxxxx
Medical Industries, Inc.
0000 - 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
If to the Employee: Xxxx Xxxxx
00000 00xx Xxxxxx X.
Xxxxxxxx, XX 00000
Employment Agreement
Xxxx Xxxxx
January 1, 1998
Page 7
16) UNREASONABLE COMPENSATION : It is agreed that in
the event all or any part of the compensation paid to
the employee shall be disallowed by the Internal
Revenue Service as a deduction by the Company under
section 162 of the Internal Revenue Code of 1986, as
amended, (or shall be disallowed as a deduction for
state or local income tax purposes) and such
disallowance becomes final, the Federal, state or
local income tax deficiency and interest or other tax
"costs" to the Company, as the case may be,
attributable to said disallowance shall be determined
and shall be a debt payable on demand by the Employee
to the Company which the Company may recover as a
setoff against future compensation.
17) BYLAWS; MISCELLANEOUS : This Agreement is made
subject to and with reference to the Bylaws of the
Company, which are incorporated herein by reference
and which the Employee accepts as binding upon him.
18) SEVERABILITY : In the event any portion of this
Agreement is held to be invalid or unenforceable, the
invalid or unenforceable portion or provision shall
not affect any other provision hereof and this
Agreement shall be construed and enforced as if the
invalid provision had not been included.
19) BINDING EFFECT : This Agreement shall inure to the
benefit of and shall be binding upon the Company and
upon any person, firm or corporation with which the
Company may be merged or consolidated or which may
acquire all or substantially all of the Company's
assets through sale, lease, liquidation or otherwise.
The rights and benefits of Employee are personal to
him and no such rights or benefits shall be subject to
assignment or transfer by Employee.
20) GOVERNING LAW : This Agreement shall be construed
and interpreted in accordance with the laws of the
State of Florida.
21) ENTIRE AGREEMENT : This Agreement constitutes the
entire agreement between the parties and supersedes
and replaces any prior agreement; and there are no
other agreements between the parties except as set
forth herein.
22) AMENDMENT AND MODIFICATION : All terms, conditions
and provisions of this
Agreement shall remain in full force and effect unless
modified, changed, altered or amended, in writing,
executed by both parties.
Employment Agreement
Xxxx Xxxxx
January 1, 1998
Page 8
IN WITNESS WHEREOF, the parties hereto have set their
hands and seals effective on the day and year first
above written.
An-Con Genetics, Inc.
_____________________
Xxxx Xxxxx, Employee
________________________
J. Xxxxxx Xxxxx, Chief Executive Officer
________________________
Xxxxxx Xxxxxxxx,President
Signed Sealed and delivered in the presence of:
_________________________
Witness
_________________________
Witness
EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of the 1st day of January, 1998, by and
between An-Con Genetics, Inc. a corporation, organized and existing
under the laws of the State of Delaware, and Xxxxx
Medical Industries, Inc. organized and existing under
the laws of the State of Florida or any successor
entity thereof (hereinafter referred to as ("the
Company"), and Xxxxxxx Xxxxxxx (hereinafter referred
to as "the Employee").
WITNESSETH:
WHEREAS, the Company is a corporation existing and
authorized to do business in the State of Delaware
(An-Con); and Florida (Xxxxx) and
WHEREAS, the Company is desirous of securing
Employee's services and Employee is willing to provide
such services.
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, the parties hereto agree
as follows:
1) EMPLOYMENT OF EMPLOYEE: The Company hereby agrees
to employ the Employee, and the Employee hereby agrees
to accept said employment pursuant to the terms and
conditions of this Agreement.
2) DUTIES: The Employee shall render, as an employee,
professional services as Vice President-Regulatory
Affairs and Quality Assurance and shall perform such
additional duties as may be assigned to the Employee
by the Board of Directors of the Company. The
Employee agrees to devote all of his time and efforts
to the performance of his duties, except for customary
vacations and reasonable absences due to illness or
other incapacity as set forth herein, and to perform
all of his duties to the best of his professional
ability and comply with such reasonable policies,
standards, and regulations of the Company as are from
time to time established by the Board of Directors of
the Company. Nothing contained herein shall be
construed so as to prohibit or prevent the Employee
from engaging in any business activity as long as such
activities do not conflict or interfere with the
adequate performance of his duties hereunder.
3) TERM : The initial term of employment under this
Agreement shall be effective as of the 1st day of
January, 1998, and shall continue until December 31,
1999 or until terminated as hereinafter provided.
Employment Agreement
Xxxxxxx Xxxxxxx
January 1, 1998
Page 2
After December 31, 1999 the term of this Agreement
shall be automatically extended for continuous terms
of one year each unless the Employer provides the
Employee with written notice of termination by March
31st of the year the Employer plans to terminate.
4) PLACE OF EMPLOYMENT : It is understood that the
employee will permanently reside and work in the Tampa
Bay, Florida area.
5) COMPENSATION : For all services rendered to the
Company, the Employee agrees to accept as total
compensation a sum computed as set forth in this
section.
a. During the employment of the Employee, the Employee
shall receive the sum equal to SEVENTY FIVE THOUSAND
DOLLARS AND 12 /100 ($75,000.12) per year, payable in
equal weekly installments.
b. Bonuses: Shall be determined from time to time by
the Board of Directors at its discretion.
c. During the term of employment, the Employee shall
receive an Annual Raise on June 1 of every year, as
determined by the Board of Directors.
6) VACATION/SICK: The Company agrees that the Employee
shall be entitled to a vacation, with full pay, of two
(2) weeks (ten working days), during each year of
Employee's employment. The scheduling of any vacation
shall be coordinated with the Company so that the
staffing needs of the Company are met to the extent
reasonably possible. The Employee may be entitled to
such further paid vacation as is approved in writing
by the Board of Directors of the Company. Any accrued
vacation not taken by the Employee during a year shall
be available for use in subsequent years. The
employee may elect to receive cash payment for one
weeks vacation every calendar year. The employee
shall be granted sick time in accordance with the
policy outlined in the company's policy manual.
7) REIMBURSEMENT OF BUSINESS EXPENSES : The Company
agrees to pay, either directly, or indirectly by
payment to the Employee, for all of the Employee's
approved entertainment, travel and miscellaneous
business expenses incurred by him during the course of
his employment. Employee shall be entitled, on each
business related travel to Coach Airline tickets on
Domestic Travel and Business Class Airline tickets on
International Travel and a full size rental
automobile. As a prerequisite to any payment or
reimbursement by the Company for business expenses,
Employment Agreement
Xxxxxxx Xxxxxxx
January 1, 1998
Page 3
the Employee shall submit receipts of all such
expenses to the Company; and the Company's obligation
to effect payment or reimbursement of such expenses
shall be only to the extent of such receipts.
8) ADDITIONAL BENEFITS : The Company shall obtain and
pay for group medical and dental insurance for the
Employee and his dependents under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall obtain
and pay for group term life insurance in the amount of
$50,000.00 for the Employee under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall further
provide a disability plan upon such terms and
conditions that are, at a minimum, equal to or better
than those maintained by the Company as of the date of
this agreement.
9) PROPERTY DEFINED : The Employee understands and
agrees that all Company files, customer files, legal
files, legal research files, form files, forms,
examples, samples, and all briefs and memoranda, and
other work product are the sole and exclusive property
of the Company; and the same shall remain in the
possession of the Company and shall constitute the
property of the Company irrespective of who prepared
the same. The Employee shall not remove, photocopy,
photograph or in any other manner duplicate or remove
said property of the Company.
10) DISPOSITION OF PROPERTY UPON TERMINATION OF
EMPLOYMENT : In the event the employment of the
Employee with the Company is terminated, the Employee
agrees and understands that all files and all
customers of the Company are the sole and exclusive
property of the Company, and the Employee shall have
no right, title or interest in the same.
11) TERMINATION OF EMPLOYMENT : The employment of the
Employee may be terminated as follows:
a) By the death of the Employee and the Employee's
estate shall be paid the basic annual compensation due
the Employee pro-rated through the date of
termination.
b) By the Employee at any time upon at least thirty
(30) days prior written notice to the Company; and the
Company shall be obligated to pay the Employee the
basic annual compensation due him pro-rated to the
effective date of termination.
Employment Agreement
Xxxxxxx Xxxxxxx
January 1, 1998
Page 4
c) By the Company, without cause, with the majority
approval of the Board of Directors of the Company at
any time upon at least thirty (30) days prior written
notice to the Employee: and the Company shall be
obligated to pay the Employee compensation currently
in effect including all bonuses, accrued or prorata,
and expenses up to the date of termination. During
any subsequent years remaining on the contract, the
Employee shall be paid the salary in effect at the
time of termination payable weekly. Employee shall
not have to account for other compensation from other
sources or otherwise mitigate his damages due to
termination pursuant to this subparagraph.
d) If the Company terminates this agreement, without
cause, or fails to meet its obligations to the
employee on a timely basis, or if there is a change in
the control of the Company, the Employee
may elect to terminate his employment agreement. Upon
any such termination or breach of any of the Company's
obligations hereunder, the Company shall pay the
Employee a lump severance equal to three times the
annual salary and bonus in effect the month preceding
such termination or breach as well as any other sums
which may be due under the terms hereof up to the date
of termination.
e) By the Company, if during the term of this
Employment Agreement the Employee violates the
provisions of Paragraph 12 hereof, or is found guilty
in a court of law of any crime of moral turpitude.
f) Employee agrees that the precise value of the
covenants in this Section 11 are so difficult to
evaluate that no accurate measure of liquidated
damages could possibly be established and that, in the
event of a breach or threatened temporary and
permanent injunctive relief restraining Employee from
such breach or threatened breach. In the event that
any covenants made in this Section shall be more
restrictive than permitted by applicable law, it shall
be limited to the extent which is so permitted.
12) NON-COMPETITION AND PRESERVATION OF NON-TRADE
SECRET PROTECTIVE BUSINESS INTERESTS: Upon the
termination of Employee's employment relationship with
Employer and for twelve (12) months thereafter,
irrespective of the time, manner, or method of such
termination, the Employee shall not, without the
express written consent of the Employer, directly or
indirectly, consult with, render services to, or
otherwise participate or attempt to participate in any
manner in a business which competes with the Employer
within the geographic areas where the Employer and/or
the Employee conducted business during the twenty-four
Employment Agreement
Xxxxxxx Xxxxxxx
January 1, 1998
Page 5
(24) month period directly preceding his/her
termination of employment with the Employer, and/or:
a) Shall not use or disclose any Confidential
Information to any person or entity without the
written authorization of the Employer. Confidential
Information includes, but is not limited to,
information concerning Employer's customers; pricing
information and methods; training and operational
procedures; advertising, marketing, and sales
information; financial information; and other data,
concepts, strategies, methods, procedures or other
confidential information that is not a Trade Secret as
defined by Florida Statute Section 688.002;
b) Shall not solicit, directly or indirectly, any
existing or potential client or customer with whom the
Employer has or may have a substantial relationship.
A potential client or customer is defined as any
person or entity that the Employer or Employee
actively solicited during the twenty-four (24) month
period directly preceding the Employee's termination
of employment with the Employer;
c) Shall not hire, recruit or attempt to recruit any
person employed by the Employer at the time of the
Employee's termination of employment with the Employer
for any person or business entity which competes or
plans to compete with the Employer.
d) Shall not adversely affect the Employer's customer
goodwill associated with (1) an ongoing business by
way of trade name, trademark, service xxxx, trade
dress and the like; (2) a specific geographic
location; or (3) a specific marketing or trade area;
and/or
e) Shall not use extraordinary or specialized training
received from the Employer.
f) This Non-Competition and Protection of Non-Trade
Secret Protectible Business Interest provision is
expressly intended to benefit the Employer, its
successors and assigns (the Third Party Beneficiaries)
and the Employer and the Third Party Beneficiaries are
expressly authorized to enforce this provision.
13) PRESERVATION OF TRADE SECRETS: Upon the
termination of the Employee's employment relationship
with the Employer the Employee shall not, directly or
indirectly, use or disclose any trade secret, as that
term is defined by Florida Statute Section 688.002, of
the Employer or allow any such trade secret to be
disclosed to or used by any person or entity, for any
reason or purpose whatsoever.
Employment Agreement
Xxxxxxx Xxxxxxx
January 1, 1998
Page 6
In addition, the Employee will not accept any
employment or other business relationship which would,
by the nature of the position, involve the inevitable
disclosure of any trade secret.
This Non-Disclosure of Trade Secrets provision is
expressly intended to benefit the Employer and the
Third Party Beneficiaries and the Employer and the
Third Party Beneficiaries are expressly authorized to
enforce this provision.
14) INDEMNIFICATION : The employee shall be
indemnified from liability in connection with his
acting as an officer and or director of both Xxxxx and
An-Con including but not limited to indemnification
for legal expenses and out-of-pocket disbursements in
connection with defense of any claim or lawsuit
against him based upon acts or omissions by him during
the period that he was an officer and director of the
corporation. However, the foregoing indemnification
as to certain acts shall not apply in the event it is
determined by a court of competent jurisdiction that
the employee, during his tenure as an officer and
director had a) breached his duty of loyalty to the
corporation or the stockholders; b) acted not in good
faith or had intentionally conducted himself
improperly and had violated the law; c) paid unlawful
dividends or made unlawful stock repurchases or
redemptions; d) engaged in a transaction in which he
had received an improper personal benefit against the
interests of the corporation or its shareholders.
15) NOTICES: Any notice required or permitted to be
given pursuant to the provisions of this hall be
sufficient if in writing, and if personally delivered
to the party to be notified or if sent by registered
or certified mail to said party at the following
addresses:
If to the Company: An-Con Genetics, Inc./Xxxxx
Medical Industries, Inc.
0000 - 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
If to the Employee: Xxxxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Employment Agreement
Xxxxxxx Xxxxxxx
January 1, 1998
Page 7
16) UNREASONABLE COMPENSATION : It is agreed that in
the event all or any part of the compensation paid to
the employee shall be disallowed by the Internal
Revenue Service as a deduction by the Company under
section 162 of the Internal Revenue Code of 1986, as
amended, (or shall be disallowed as a deduction for
state or local income tax purposes) and such
disallowance becomes final, the Federal, state or
local income tax deficiency and interest or other tax
"costs" to the Company, as the case may be,
attributable to said disallowance shall be determined
and shall be a debt payable on demand by the Employee
to the Company which the Company may recover as a
setoff against future compensation.
17) BYLAWS; MISCELLANEOUS : This Agreement is made
subject to and with reference to the Bylaws of the
Company, which are incorporated herein by reference
and which the Employee accepts as binding upon him.
18) SEVERABILITY : In the event any portion of this
Agreement is held to be invalid or unenforceable, the
invalid or unenforceable portion or provision shall
not affect any other provision hereof and this
Agreement shall be construed and enforced as if the
invalid provision had not been included.
19) BINDING EFFECT : This Agreement shall inure to the
benefit of and shall be binding upon the Company and
upon any person, firm or corporation with which the
Company may be merged or consolidated or which may
acquire all or substantially all of the Company's
assets through sale, lease, liquidation or otherwise.
The rights and benefits of Employee are personal to
him and no such rights or benefits shall be subject to
assignment or transfer by Employee.
20) GOVERNING LAW : This Agreement shall be construed
and interpreted in accordance with the laws of the
State of Florida.
21) ENTIRE AGREEMENT : This Agreement constitutes the
entire agreement between the parties and supersedes
and replaces any prior agreement; and there are no
other agreements between the parties except as set
forth herein.
22) AMENDMENT AND MODIFICATION : All terms, conditions
and provisions of this
Agreement shall remain in full force and effect unless
modified, changed, altered or amended, in writing,
executed by both parties.
Employment Agreement
Xxxxxxx Xxxxxxx
January 1, 1998
Page 8
IN WITNESS WHEREOF, the parties hereto have set their
hands and seals effective on the day and year first
above written.
An-Con Genetics, Inc.
________________________
Xxxxxxx Xxxxxxx, Employee
________________________
J. Xxxxxx Xxxxx, Chief Executive Officer
______________________
Xxxxxx Xxxxxxxx, President
Signed Sealed and delivered in the presence of:
_______________________
Witness
______________________
Witness
EMLOYMENT AGREEMENT
EMPLOYMENT AGGREEMENT
THIS AGREEMENT, effective as of the 1st day of
January, 1998, by and between An-Con Genetics, Inc. a
corporation, organized and existing under the laws of
the State of Delaware, and Xxxxx Medical Industries,
Inc. organized and existing under the laws of the
State of Florida or any successor entity thereof
(hereinafter referred to as ("the Company"), and
Xxxxxx Xxxxxxxx (hereinafter referred to as "the
Employee").
WITNESSETH:
WHEREAS, the Company is a corporation existing and
authorized to do business in the State of Delaware
(An-Con); and Florida (Xxxxx) and
WHEREAS, the Company is desirous of securing
Employee's services and Employee is willing to provide
such services.
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, the parties hereto agree
as follows:
1) EMPLOYMENT OF EMPLOYEE: The Company hereby agrees
to employ the Employee, and the Employee hereby agrees
to accept said employment pursuant to the terms and
conditions of this Agreement.
2) DUTIES: The Employee shall render, as an employee,
professional services as President and shall perform
such additional duties as may be assigned to the
Employee by the Board of Directors of the Company.
The Employee agrees to devote all of his time and
efforts to the performance of his duties, except for
customary vacations and reasonable absences due to
illness or other incapacity as set forth herein, and
to perform all of his duties to the best of his
professional ability and comply with such reasonable
policies, standards, and regulations of the Company as
are from time to time established by the Board of
Directors of the Company. Nothing contained herein
shall be construed so as to prohibit or prevent the
Employee from engaging in any business activity as
long as such activities do not conflict or interfere
with the adequate performance of his duties hereunder.
3) TERM : The initial term of employment under this
Agreement shall be effective as of the 1st day of
January, 1998, and shall continue until December 31,
2002 or until terminated as hereinafter provided.
After December 31, 2002 the term of this Agreement
shall be automatically extended for continuous terms
of one year each unless the Employer provides the
Employee with written notice of termination by March
31st of the year the Employer plans to terminate.
Employment Agreement
Xxxxxx Xxxxxxxx
January 1, 1998
Page 2
4) PLACE OF EMPLOYMENT : It is understood that the
employee will permanently reside and work in the Long
Island, New York Area.
5) COMPENSATION : For all services rendered to the
Company, the Employee agrees to accept as total
compensation a sum computed as set forth in this
section.
a. During the employment of the Employee, the Employee
shall receive the sum equal to NINETY TWO THOUSAND
SEVEN HUNDRED AND SEVENTY THREE AND 20/100 DOLLARS
($92,773.20) per year, payable in equal weekly
installments.
b. During the term of employment, Employee shall
receive an automobile allowance in the amount of FIVE
HUNDRED TWENTY FIVE AND 81/100 DOLLARS ($525.81) per
month, payable in equal weekly installments..
c. Bonuses: Shall be determined from time to time by
the Board of Directors at its discretion.
d. During the term of employment, the Employee shall
receive an Annual Raise in the amount of 7.5% on June
1 of every year, subject to review and adjustment by
the Board of Directors.
6) VACATION/SICK: The Company agrees that the Employee
shall be entitled to a vacation, with full pay, of
three (3) weeks (fifteen working days), during each
year of Employee's employment. The scheduling of any
vacation shall be coordinated with the Company so that
the staffing needs of the Company are met to the
extent reasonably possible. The Employee may be
entitled to such further paid vacation as is approved
in writing by the Board of Directors of the Company.
Any accrued vacation not taken by the Employee during
a year shall be available for use in subsequent years.
The employee may elect to receive cash payment for one
weeks vacation every calendar year. The employee
shall be granted sick time in accordance with the
policy outlined in the company's policy manual.
7) REIMBURSEMENT OF BUSINESS EXPENSES : The Company
agrees to pay, either directly, or indirectly by
payment to the Employee, for all of the Employee's
approved entertainment, travel and miscellaneous
business expenses incurred by him during the course of
his employment. Employee shall be entitled, on each
business related travel to Coach Airline tickets on
Domestic Travel and Business Class Airline tickets on
International Travel and a full size rental
automobile.
Employment Agreements
Xxxxxx Xxxxxxxx
January 1, 1998
Page 3
As a prerequisite to any payment or reimbursement by
the Company for business expenses, the Employee shall
submit receipts of all such expenses to the Company;
and the Company's obligation to effect payment or
reimbursement of such expenses shall be only to the
extent of such receipts.
8) ADDITIONAL BENEFITS : The Company shall obtain and
pay for group medical and dental insurance for the
Employee and his dependents under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall obtain
and pay for group term life insurance in the amount of
$50,000.00 for the Employee under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall further
provide a disability plan upon such terms and
conditions that are, at a minimum, equal to or better
than those maintained by the Company as of the date of
this agreement.
9) PROPERTY DEFINED : The Employee understands and
agrees that all Company files, customer files, legal
files, legal research files, form files, forms,
examples, samples, and all briefs and memoranda, and
other work product are the sole and exclusive property
of the Company; and the same shall remain in the
possession of the Company and shall constitute the
property of the Company irrespective of who prepared
the same. The Employee shall not remove, photocopy,
photograph or in any other manner duplicate or remove
said property of the Company.
10) DISPOSITION OF PROPERTY UPON TERMINATION OF
EMPLOYMENT : In the event the employment of the
Employee with the Company is terminated, the Employee
agrees and understands that all files and all
customers of the Company are the sole and exclusive
property of the Company, and the Employee shall have
no right, title or interest in the same.
11) TERMINATION OF EMPLOYMENT : The employment of the
Employee may be terminated as follows:
a) By the death of the Employee and the Employee's
estate shall be paid the basic annual compensation due
the Employee pro-rated through the date of
termination.
b) By the Employee at any time upon at least thirty
(30) days prior written notice to the Company; and the
Company shall be obligated to pay the Employee the
basic annual compensation due him pro-rated to the
effective date of termination.
Employment Agreement
Xxxxxx Xxxxxxxx
January 1, 1998
Page 4
c) By the Company, without cause, with the majority
approval of the Board of Directors of the Company at
any time upon at least thirty (30) days prior written
notice to the Employee: and the Company shall be
obligated to pay the Employee compensation currently
in effect including all bonuses, accrued or prorata,
and expenses up to the date of termination. During
any subsequent years remaining on the contract, the
Employee shall be paid the salary in effect at the
time of termination payable weekly. Employee shall
not have to account for other compensation from other
sources or otherwise mitigate his damages due to
termination pursuant to this subparagraph.
d) If the Company terminates this agreement, without
cause, or fails to meet its obligations to the
employee on a timely basis, or if there is a change in
the control of the Company, the Employee
may elect to terminate his employment agreement. Upon
any such termination or breach of any of the Company's
obligations hereunder, the Company shall pay the
Employee a lump severance equal to three times the
annual salary and bonus in effect the month preceding
such termination or breach as well as any other sums
which may be due under the terms hereof up to the date
of termination.
e) By the Company, if during the term of this
Employment Agreement the Employee violates the
provisions of Paragraph 12 hereof, or is found guilty
in a court of law of any crime of moral turpitude.
f) Employee agrees that the precise value of the
covenants in this Section 11 are so difficult to
evaluate that no accurate measure of liquidated
damages could possibly be established and that, in the
event of a breach or threatened temporary and
permanent injunctive relief restraining Employee from
such breach or threatened breach. In the event that
any covenants made in this Section shall be more
restrictive than permitted by applicable law, it shall
be limited to the extent which is so permitted.
12) NON-COMPETITION AND PRESERVATION OF NON-TRADE
SECRET PROTECTIVE BUSINESS INTERESTS: Upon the
termination of Employee's employment relationship with
Employer and for twelve (12) months thereafter,
irrespective of the time, manner, or method of such
termination, the Employee shall not, without the
express written consent of the Employer, directly or
indirectly, consult with, render services to, or
otherwise participate or attempt to participate in any
manner in a business which competes with the Employer
within the geographic areas where the Employer and/or
the Employee conducted business during the twenty-four
Employment Agreement
Xxxxxx Xxxxxxxx
January 1, 1998
Page 5
(24) month period directly preceding his/her
termination of employment with the Employer, and/or:
a) Shall not use or disclose any Confidential
Information to any person or entity without the
written authorization of the Employer. Confidential
Information includes, but is not limited to,
information concerning Employer's customers; pricing
information and methods; training and operational
procedures; advertising, marketing, and sales
information; financial information; and other data,
concepts, strategies, methods, procedures or other
confidential information that is not a Trade Secret as
defined by Florida Statute Section 688.002;
b) Shall not solicit, directly or indirectly, any
existing or potential client or customer with whom the
Employer has or may have a substantial relationship.
A potential client or customer is defined as any
person or entity that the Employer or Employee
actively solicited during the twenty-four (24) month
period directly preceding the Employee's termination
of employment with the Employer;
c) Shall not hire, recruit or attempt to recruit any
person employed by the Employer at the time of the
Employee's termination of employment with the Employer
for any person or business entity which competes or
plans to compete with the Employer.
d) Shall not adversely affect the Employer's customer
goodwill associated with (1) an ongoing business by
way of trade name, trademark, service xxxx, trade
dress and the like; (2) a specific geographic
location; or (3) a specific marketing or trade area;
and/or
e) Shall not use extraordinary or specialized training
received from the Employer.
f) This Non-Competition and Protection of Non-Trade
Secret Protectible Business Interest provision is
expressly intended to benefit the Employer, its
successors and assigns (the Third Party Beneficiaries)
and the Employer and the Third Party Beneficiaries are
expressly authorized to enforce this provision.
13) PRESERVATION OF TRADE SECRETS: Upon the
termination of the Employee's employment relationship
with the Employer the Employee shall not, directly or
indirectly, use or disclose any trade secret, as that
term is defined by Florida Statute Section 688.002, of
the Employer or allow any such trade secret to be
disclosed to or used by any person or entity, for any
reason or purpose whatsoever. In addition, the
Employment Agreement
Xxxxxx Xxxxxxxx
January 1, 1998
Page 6
Employee will not accept any employment or other
business relationship which would, by the nature of
the position, involve the inevitable disclosure of any
trade secret.
This Non-Disclosure of Trade Secrets provision is
expressly intended to benefit the Employer and the
Third Party Beneficiaries and the Employer and the
Third Party Beneficiaries are expressly authorized to
enforce this provision.
14) INDEMNIFICATION : The employee shall be
indemnified from liability in connection with his
acting as an officer and or director of both Xxxxx and
An-Con including but not limited to indemnification
for legal expenses and out-of-pocket disbursements in
connection with defense of any claim or lawsuit
against him based upon acts or omissions by him during
the period that he was an officer and director of the
corporation. However, the foregoing indemnification
as to certain acts shall not apply in the event it is
determined by a court of competent jurisdiction that
the employee, during his tenure as an officer and
director had a) breached his duty of loyalty to the
corporation or the stockholders; b) acted not in good
faith or had intentionally conducted himself
improperly and had violated the law; c) paid unlawful
dividends or made unlawful stock repurchases or
redemptions; d) engaged in a transaction in which he
had received an improper personal benefit against the
interests of the corporation or its shareholders.
15) NOTICES: Any notice required or permitted to be
given pursuant to the provisions of this hall be
sufficient if in writing, and if personally delivered
to the party to be notified or if sent by registered
or certified mail to said party at the following
addresses:
If to the Company: An-Con Genetics, Inc./Xxxxx
Medical Industries, Inc.
0000 - 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
If to the Employee: Xxxxxx Xxxxxxxx
00 Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Employment Agreement
Xxxxxx Xxxxxxxx
January 1, 1998
Page 7
16) UNREASONABLE COMPENSATION : It is agreed that in
the event all or any part of the compensation paid to
the employee shall be disallowed by the Internal
Revenue Service as a deduction by the Company under
section 162 of the Internal Revenue Code of 1986, as
amended, (or shall be disallowed as a deduction for
state or local income tax purposes) and such
disallowance becomes final, the Federal, state or
local income tax deficiency and interest or other tax
"costs" to the Company, as the case may be,
attributable to said disallowance shall be determined
and shall be a debt payable on demand by the Employee
to the Company which the Company may recover as a
setoff against future compensation.
17) BYLAWS; MISCELLANEOUS : This Agreement is made
subject to and with reference to the Bylaws of the
Company, which are incorporated herein by reference
and which the Employee accepts as binding upon him.
18) SEVERABILITY : In the event any portion of this
Agreement is held to be invalid or unenforceable, the
invalid or unenforceable portion or provision shall
not affect any other provision hereof and this
Agreement shall be construed and enforced as if the
invalid provision had not been included.
19) BINDING EFFECT : This Agreement shall inure to the
benefit of and shall be binding upon the Company and
upon any person, firm or corporation with which the
Company may be merged or consolidated or which may
acquire all or substantially all of the Company's
assets through sale, lease, liquidation or otherwise.
The rights and benefits of Employee are personal to
him and no such rights or benefits shall be subject to
assignment or transfer by Employee.
20) GOVERNING LAW : This Agreement shall be construed
and interpreted in accordance with the laws of the
State of Florida.
21) ENTIRE AGREEMENT : This Agreement constitutes the
entire agreement between the parties and supersedes
and replaces any prior agreement; and there are no
other agreements between the parties except as set
forth herein.
22) AMENDMENT AND MODIFICATION : All terms, conditions
and provisions of this
Agreement shall remain in full force and effect unless
modified, changed, altered or amended, in writing,
executed by both parties.
Employment Agreement
Xxxxxx Xxxxxxxx
January 1, 1998
Page 8
IN WITNESS WHEREOF, the parties hereto have set their
hands and seals effective on the day and year first
above written.
An-Con Genetics, Inc.
_____________________
Xxxxxx Xxxxxxxx, Employee
_____________________
J. Xxxxxx Xxxxx, Chief Executive Officer
________________________
Xxxxxx Xxxxxxxx, President
Signed Sealed and delivered in the presence of:
_________________________
Witness
________________________
Witness
EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of the 6th day of May, 1998, by
and between An-Con Genetics, Inc. a corporation, organized and
existing under the laws of the State of Delaware, and Xxxxx
Medical Industries, Inc. organized and existing under the laws of
the State of Florida or any successor entity thereof (hereinafter
referred to as ("the Company"), and Xxxxxx XxXxxxxx (hereinafter
referred to as "the Employee").
WITNESSETH:
WHEREAS, the Company is a corporation existing and
authorized to do business in the State of Delaware
(An-Con); and Florida (Xxxxx) and
WHEREAS, the Company is desirous of securing
Employee's services and Employee is willing to provide
such services.
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, the parties hereto agree
as follows:
1) EMPLOYMENT OF EMPLOYEE: The Company hereby agrees
to employ the Employee, and the Employee hereby agrees
to accept said employment pursuant to the terms and
conditions of this Agreement.
2) DUTIES: The Employee shall render, as an employee,
professional services as Electrosurgical Project
Manager and shall perform such additional duties as
may be assigned to the Employee by the Board of
Directors of the Company. The Employee agrees to
devote all of his time and efforts to the performance
of his duties, except for customary vacations and
reasonable absences due to illness or other incapacity
as set forth herein, and to perform all of his duties
to the best of his professional ability and comply
with such reasonable policies, standards, and
regulations of the Company as are from time to time
established by the Board of Directors of the Company.
Nothing contained herein shall be construed so as to
prohibit or prevent the Employee from engaging in any
business activity as long as such activities do not
conflict or interfere with the adequate performance of
his duties hereunder.
3) TERM : The initial term of employment under this
Agreement shall be effective as of the 6th day of May,
1998, and shall continue until May 5, 2000 or until
terminated as hereinafter provided. After May 5, 2000
the term of this Agreement shall be automatically
extended for continuous terms of one year each unless
the Employer provides the Employee with written notice
of termination by March 31st of the year the Employer
plans to terminate.
Employment Agreement
Xxxxxx XxXxxxxx
January 1, 1998
Page 2
4) PLACE OF EMPLOYMENT : It is understood that the
employee will permanently reside and work in the Tampa
Bay, Florida area.
5) COMPENSATION : For all services rendered to the
Company, the Employee agrees to accept as total
compensation a sum computed as set forth in this
section.
a. During the employment of the Employee, the Employee
shall receive the sum equal to SEVENTY THOUSAND
DOLLARS AND 00 /100 ($70,000.00) per year, payable in
equal weekly installments.
b. Bonuses: Shall be determined from time to time by
the Board of Directors at its discretion.
6) VACATION/SICK: The Company agrees that the Employee
shall be entitled to a vacation, with full pay, of two
(2) weeks (ten working days), during each year of
Employee's employment. Such vacation shall accrue on
a weekly basis. The scheduling of any vacation shall
be coordinated with the Company so that the staffing
needs of the Company are met to the extent reasonably
possible. The Employee may be entitled to such
further paid vacation as is approved in writing by the
Board of Directors of the Company. Any accrued
vacation not taken by the Employee during a year shall
be available for use in subsequent years. The
employee may elect to receive cash payment for one
weeks vacation every calendar year. The employee
shall be granted sick time in accordance with the
policy outlined in the company's policy manual.
7) REIMBURSEMENT OF BUSINESS EXPENSES : The Company
agrees to pay, either directly, or indirectly by
payment to the Employee, for all of the Employee's
approved entertainment, travel and miscellaneous
business expenses incurred by him during the course of
his employment. Employee shall be entitled, on each
business related travel to Coach Airline tickets on
Domestic Travel and Business Class Airline tickets on
International Travel and a full size rental
automobile. As a prerequisite to any payment or
reimbursement by the Company for business expenses,
the Employee shall submit receipts of all such
expenses to the Company; and the Company's obligation
to effect payment or reimbursement of such expenses
shall be only to the extent of such receipts.
8) ADDITIONAL BENEFITS : The Company shall obtain and
pay for group medical and dental insurance for the
Employee and his dependents under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall obtain
Employment Agreement
Xxxxxx XxXxxxxx
January 1, 1998
Page 3
and pay for group term life insurance in the amount of
$50,000.00 for the Employee under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall further
provide a disability plan upon such terms and
conditions that are, at a minimum, equal to or better
than those maintained by the Company as of the date of
this agreement.
9) PROPERTY DEFINED : The Employee understands and
agrees that all Company files, customer files, legal
files, legal research files, form files, forms,
examples, samples, and all briefs and memoranda, and
other work product are the sole and exclusive property
of the Company; and the same shall remain in the
possession of the Company and shall constitute the
property of the Company irrespective of who prepared
the same. The Employee shall not remove, photocopy,
photograph or in any other manner duplicate or remove
said property of the Company.
10) DISPOSITION OF PROPERTY UPON TERMINATION OF
EMPLOYMENT : In the event the employment of the
Employee with the Company is terminated, the Employee
agrees and understands that all files and all
customers of the Company are the sole and exclusive
property of the Company, and the Employee shall have
no right, title or interest in the same.
11) TERMINATION OF EMPLOYMENT : The employment of the
Employee may be terminated as follows:
a) By the death of the Employee and the Employee's
estate shall be paid the basic annual compensation due
the Employee pro-rated through the date of
termination.
b) By the Employee at any time upon at least thirty
(30) days prior written notice to the Company; and the
Company shall be obligated to pay the Employee the
basic annual compensation due him pro-rated to the
effective date of termination.
c) By the Company, without cause, with the majority
approval of the Board of Directors of the Company at
any time upon at least thirty (30) days prior written
notice to the Employee: and the Company shall be
obligated to pay the Employee compensation currently
in effect including all bonuses, accrued or prorata,
and expenses up to the date of termination. During
any subsequent years remaining on the contract, the
Employee shall be paid the salary in effect at the
time of termination payable weekly. Employee shall
not have to account for other compensation from other
sources or otherwise mitigate his damages due to
termination pursuant to this subparagraph.
Employment Agreement
Xxxxxx XxXxxxxx
January 1, 1998
Page 4
d) If the Company terminates this agreement, without
cause, or fails to meet its obligations to the
employee on a timely basis, or if there is a change in
the control of the Company, the Employee
may elect to terminate his employment agreement. Upon
any such termination or breach of any of the Company's
obligations hereunder, the Company shall pay the
Employee a lump severance equal to two times the
annual salary and bonus in effect the month preceding
such termination or breach as well as any other sums
which may be due under the terms hereof up to the date
of termination.
e) By the Company, if during the term of this
Employment Agreement the Employee violates the
provisions of Paragraph 12 hereof, or is found guilty
in a court of law of any crime of moral turpitude.
f) Employee agrees that the precise value of the
covenants in this Section 11 are so difficult to
evaluate that no accurate measure of liquidated
damages could possibly be established and that, in the
event of a breach or threatened temporary and
permanent injunctive relief restraining Employee from
such breach or threatened breach. In the event that
any covenants made in this Section shall be more
restrictive than permitted by applicable law, it shall
be limited to the extent which is so permitted.
12) NON-COMPETITION AND PRESERVATION OF NON-TRADE
SECRET PROTECTIVE BUSINESS INTERESTS: Upon the
termination of Employee's employment relationship with
Employer and for twelve (12) months thereafter,
irrespective of the time, manner, or method of such
termination, the Employee shall not, without the
express written consent of the Employer, directly or
indirectly, consult with, render services to, or
otherwise participate or attempt to participate in any
manner in a business which competes with the Employer
within the geographic areas where the Employer and/or
the Employee conducted business during the twenty-four
(24) month period directly preceding his/her
termination of employment with the Employer, and/or:
a) Shall not use or disclose any Confidential
Information to any person or entity without the
written authorization of the Employer. Confidential
Information includes, but is not limited to,
information concerning Employer's customers; pricing
information and methods; training and operational
procedures; advertising, marketing, and sales
information; financial information; and other data,
concepts, strategies, methods, procedures or other
confidential information that is not a Trade Secret as
defined by Florida Statute Section 688.002;
Employment Agreement
Xxxxxx XxXxxxxx
January 1, 1998
Page 5
b) Shall not solicit, directly or indirectly, any
existing or potential client or customer with whom the
Employer has or may have a substantial relationship.
A potential client or customer is defined as any
person or entity that the Employer or Employee
actively solicited during the twenty-four (24) month
period directly preceding the Employee's termination
of employment with the Employer;
c) Shall not hire, recruit or attempt to recruit any
person employed by the Employer at the time of the
Employee's termination of employment with the Employer
for any person or business entity which competes or
plans to compete with the Employer.
d) Shall not adversely affect the Employer's customer
goodwill associated with (1) an ongoing business by
way of trade name, trademark, service xxxx, trade
dress and the like; (2) a specific geographic
location; or (3) a specific marketing or trade area;
and/or
e) Shall not use extraordinary or specialized training
received from the Employer.
f) This Non-Competition and Protection of Non-Trade
Secret Protectible Business Interest provision is
expressly intended to benefit the Employer, its
successors and assigns (the Third Party Beneficiaries)
and the Employer and the Third Party Beneficiaries are
expressly authorized to enforce this provision.
13) PRESERVATION OF TRADE SECRETS: Upon the
termination of the Employee's employment relationship
with the Employer the Employee shall not, directly or
indirectly, use or disclose any trade secret, as that
term is defined by Florida Statute Section 688.002, of
the Employer or allow any such trade secret to be
disclosed to or used by any person or entity, for any
reason or purpose whatsoever. In addition, the
Employee will not accept any employment or other
business relationship which would, by the nature of
the position, involve the inevitable disclosure of any
trade secret.
This Non-Disclosure of Trade Secrets provision is
expressly intended to benefit the Employer and the
Third Party Beneficiaries and the Employer and the
Third Party Beneficiaries are expressly authorized to
enforce this provision.
14) INDEMNIFICATION : The employee shall be
indemnified from liability in connection with his
acting as an officer and or director of both Xxxxx and
An-Con including but not limited to indemnification
for legal expenses and out-of-pocket disbursements in
connection with defense of any claim or lawsuit
Employment Agreement
Xxxxxx XxXxxxxx
January 1, 1998
Page 6
against him based upon acts or omissions by him during
the period that he was an officer and director of the
corporation. However, the foregoing indemnification
as to certain acts shall not apply in the event it is
determined by a court of competent jurisdiction that
the employee, during his tenure as an employee had a)
breached his duty of loyalty to the corporation or the
stockholders; b) acted not in good faith or had
intentionally conducted himself improperly and had
violated the law; c) paid unlawful dividends or made
unlawful stock repurchases or redemptions; d) engaged
in a transaction in which he had received an improper
personal benefit against the interests of the
corporation or its shareholders.
15) NOTICES: Any notice required or permitted to be
given pursuant to the provisions of this hall be
sufficient if in writing, and if personally delivered
to the party to be notified or if sent by registered
or certified mail to said party at the following
addresses:
If to the Company: An-Con Genetics, Inc./Xxxxx
Medical Industries, Inc.
0000 - 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
If to the Employee: Xxxxxx XxXxxxxx
0000 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
16) UNREASONABLE COMPENSATION : It is agreed that in
the event all or any part of the compensation paid to
the employee shall be disallowed by the Internal
Revenue Service as a deduction by the Company under
section 162 of the Internal Revenue Code of 1986, as
amended, (or shall be disallowed as a deduction for
state or local income tax purposes) and such
disallowance becomes final, the Federal, state or
local income tax deficiency and interest or other tax
"costs" to the Company, as the case may be,
attributable to said disallowance shall be determined
and shall be a debt payable on demand by the Employee
to the Company which the Company may recover as a
setoff against future compensation.
17) BYLAWS; MISCELLANEOUS : This Agreement is made
subject to and with reference to the Bylaws of the
Company, which are incorporated herein by reference
and which the Employee accepts as binding upon him.
Employment Agreement
Xxxxxx XxXxxxxx
January 1, 1998
Page 7
18) SEVERABILITY : In the event any portion of this
Agreement is held to be invalid or unenforceable, the
invalid or unenforceable portion or provision shall
not affect any other provision hereof and this
Agreement shall be construed and enforced as if the
invalid provision had not been included.
19) BINDING EFFECT : This Agreement shall inure to the
benefit of and shall be binding upon the Company and
upon any person, firm or corporation with which the
Company may be merged or consolidated or which may
acquire all or substantially all of the Company's
assets through sale, lease, liquidation or otherwise.
The rights and benefits of Employee are personal to
him and no such rights or benefits shall be subject to
assignment or transfer by Employee.
20) GOVERNING LAW : This Agreement shall be construed
and interpreted in accordance with the laws of the
State of Florida.
21) ENTIRE AGREEMENT : This Agreement constitutes the
entire agreement between the parties and supersedes
and replaces any prior agreement; and there are no
other agreements between the parties except as set
forth herein.
22) AMENDMENT AND MODIFICATION : All terms, conditions
and provisions of this
Agreement shall remain in full force and effect unless
modified, changed, altered or amended, in writing,
executed by both parties.
Employment Agreement
Xxxxxx XxXxxxxx
January 1, 1998
Page 8
IN WITNESS WHEREOF, the parties hereto have set their
hands and seals effective on the day and year first
above written.
An-Con Genetics, Inc.
________________________
Xxxxxx XxXxxxxx, Employee
________________________
J. Xxxxxx Xxxxx, Chief Executive Officer
___________________
Xxxxxx X. Xxxxxxxxxx, Secretary
Signed Sealed and delivered in the presence of:
__________________________
Witness
__________________________
Witness
EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of the 1st day of January, 1998,
by and between An-Con Genetics, Inc. a corporation, organized
and existing under the laws of the State of Delaware, and Xxxxx
Medical Industries, Inc. organized and existing under the laws of
the State of Florida or any successor entity thereof (hereinafter
referred to as ("the Company"), and Xxxxxx X. Xxxxxxxxxx
(hereinafter referred to as "the Employee").
WITNESSETH:
WHEREAS, the Company is a corporation existing and
authorized to do business in the State of Delaware
(An-Con); and Florida (Xxxxx) and
WHEREAS, the Company is desirous of securing
Employee's services and Employee is willing to provide
such services.
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, the parties hereto agree
as follows:
1) EMPLOYMENT OF EMPLOYEE: The Company hereby agrees
to employ the Employee, and the Employee hereby agrees
to accept said employment pursuant to the terms and
conditions of this Agreement.
2) DUTIES: The Employee shall render, as an employee,
professional services as Vice President/Chief
Financial Officer and shall perform such additional
duties as may be assigned to the Employee by the Board
of Directors of the Company. The Employee agrees to
devote all of his time and efforts to the performance
of his duties, except for customary vacations and
reasonable absences due to illness or other incapacity
as set forth herein, and to perform all of his duties
to the best of his professional ability and comply
with such reasonable policies, standards, and
regulations of the Company as are from time to time
established by the Board of Directors of the Company.
Nothing contained herein shall be construed so as to
prohibit or prevent the Employee from engaging in any
business activity as long as such activities do not
conflict or interfere with the adequate performance of
his duties hereunder.
3) TERM : The initial term of employment under this
Agreement shall be effective as of the 1st day of
January, 1998, and shall continue until December 31,
2000 or until terminated as hereinafter provided.
After December 31, 2000 the term of this Agreement
shall be automatically extended for continuous terms
of one year each unless the Employer provides the
Employee with written notice of termination by March
31st of the year the Employer plans to terminate.
Employment Agreement
Xxxxxx X. Xxxxxxxxxx
January 1, 1998
Page 2
4) PLACE OF EMPLOYMENT : It is understood that the
employee will permanently reside and work in the Tampa
Bay, Florida area.
5) COMPENSATION : For all services rendered to the
Company, the Employee agrees to accept as total
compensation a sum computed as set forth in this
section.
a. During the employment of the Employee, the Employee
shall receive the sum equal to SEVENTY EIGHT THOUSAND
EIGHT HUNDRED SEVENTY TWO AND 56/100 ($78,872.56) per
year, payable in equal weekly installments.
b. During the term of employment, Employee shall
receive an automobile allowance in the amount of FIVE
HUNDRED TWENTY FIVE AND 81/100 DOLLARS ($525.81) per
month, payable in equal weekly installments..
c. Bonuses: Shall be determined from time to time by
the Board of Directors at its discretion.
d. During the term of employment, the Employee shall
receive an Annual Raise in the amount of 7.5% on June
1 of every year, subject to review and adjustment by
the Board of Directors.
6) VACATION/SICK: The Company agrees that the Employee
shall be entitled to a vacation, with full pay, of
three (3) weeks (fifteen working days), during each
year of Employee's employment. The scheduling of any
vacation shall be coordinated with the Company so that
the staffing needs of the Company are met to the
extent reasonably possible. The Employee may be
entitled to such further paid vacation as is approved
in writing by the Board of Directors of the Company.
Any accrued vacation not taken by the Employee during
a year shall be available for use in subsequent years.
The employee may elect to receive cash payment for one
weeks vacation every calendar year. The employee
shall be granted sick time in accordance with the
policy outlined in the company's policy manual.
7) REIMBURSEMENT OF BUSINESS EXPENSES : The Company
agrees to pay, either directly, or indirectly by
payment to the Employee, for all of the Employee's
approved entertainment, travel and miscellaneous
business expenses incurred by him during the course of
his employment. Employee shall be entitled, on each
business related travel to Coach Airline tickets on
Domestic Travel and Business Class Airline tickets on
International Travel and a full size rental
automobile. As a prerequisite to any payment or
reimbursement by the Company for business expenses,
the Employee shall submit receipts of all such
Employment Agreement
Xxxxxx X. Xxxxxxxxxx
January 1, 1998
Page 3
expenses to the Company; and the Company's obligation
to effect payment or reimbursement of such expenses
shall be only to the extent of such receipts.
8) ADDITIONAL BENEFITS : The Company shall obtain and
pay for group medical and dental insurance for the
Employee and his dependents under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall obtain
and pay for group term life insurance in the amount of
$50,000.00 for the Employee under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall further
provide a disability plan upon such terms and
conditions that are, at a minimum, equal to or better
than those maintained by the Company as of the date of
this agreement.
9) PROPERTY DEFINED : The Employee understands and
agrees that all Company files, customer files, legal
files, legal research files, form files, forms,
examples, samples, and all briefs and memoranda, and
other work product are the sole and exclusive property
of the Company; and the same shall remain in the
possession of the Company and shall constitute the
property of the Company irrespective of who prepared
the same. The Employee shall not remove, photocopy,
photograph or in any other manner duplicate or remove
said property of the Company.
10) DISPOSITION OF PROPERTY UPON TERMINATION OF
EMPLOYMENT : In the event the employment of the
Employee with the Company is terminated, the Employee
agrees and understands that all files and all
customers of the Company are the sole and exclusive
property of the Company, and the Employee shall have
no right, title or interest in the same.
11) TERMINATION OF EMPLOYMENT : The employment of the
Employee may be terminated as follows:
a) By the death of the Employee and the Employee's
estate shall be paid the basic annual compensation due
the Employee pro-rated through the date of
termination.
b) By the Employee at any time upon at least thirty
(30) days prior written notice to the Company; and the
Company shall be obligated to pay the Employee the
basic annual compensation due him pro-rated to the
effective date of termination.
Employment Agreement
Xxxxxx X. Xxxxxxxxxx
January 1, 1998
Page 4
c) By the Company, without cause, with the majority
approval of the Board of Directors of the Company at
any time upon at least thirty (30) days prior written
notice to the Employee: and the Company shall be
obligated to pay the Employee compensation currently
in effect including all bonuses, accrued or prorata,
and expenses up to the date of termination. During
any subsequent years remaining on the contract, the
Employee shall be paid the salary in effect at the
time of termination payable weekly. Employee shall
not have to account for other compensation from other
sources or otherwise mitigate his damages due to
termination pursuant to this subparagraph.
d) If the Company terminates this agreement, without
cause, or fails to meet its obligations to the
employee on a timely basis, or if there is a change in
the control of the Company, the Employee
may elect to terminate his employment agreement. Upon
any such termination or breach of any of the Company's
obligations hereunder, the Company shall pay the
Employee a lump severance equal to three times the
annual salary and bonus in effect the month preceding
such termination or breach as well as any other sums
which may be due under the terms hereof up to the date
of termination.
e) By the Company, if during the term of this
Employment Agreement the Employee violates the
provisions of Paragraph 12 hereof, or is found guilty
in a court of law of any crime of moral turpitude.
f) Employee agrees that the precise value of the
covenants in this Section 11 are so difficult to
evaluate that no accurate measure of liquidated
damages could possibly be established and that, in the
event of a breach or threatened temporary and
permanent injunctive relief restraining Employee from
such breach or threatened breach. In the event that
any covenants made in this Section shall be more
restrictive than permitted by applicable law, it shall
be limited to the extent which is so permitted.
12) NON-COMPETITION AND PRESERVATION OF NON-TRADE
SECRET PROTECTIVE BUSINESS INTERESTS: Upon the
termination of Employee's employment relationship with
Employer and for twelve (12) months thereafter,
irrespective of the time, manner, or method of such
termination, the Employee shall not, without the
express written consent of the Employer, directly or
indirectly, consult with, render services to, or
otherwise participate or attempt to participate in any
manner in a business which competes with the Employer
within the geographic areas where the Employer and/or
the Employee conducted business during the twenty-four
Employment Agreement
Xxxxxx X. Xxxxxxxxxx
January 1, 1998
Page 5
(24) month period directly preceding his/her
termination of employment with the Employer, and/or:
a) Shall not use or disclose any Confidential
Information to any person or entity without the
written authorization of the Employer. Confidential
Information includes, but is not limited to,
information concerning Employer's customers; pricing
information and methods; training and operational
procedures; advertising, marketing, and sales
information; financial information; and other data,
concepts, strategies, methods, procedures or other
confidential information that is not a Trade Secret as
defined by Florida Statute Section 688.002;
b) Shall not solicit, directly or indirectly, any
existing or potential client or customer with whom the
Employer has or may have a substantial relationship.
A potential client or customer is defined as any
person or entity that the Employer or Employee
actively solicited during the twenty-four (24) month
period directly preceding the Employee's termination
of employment with the Employer;
c) Shall not hire, recruit or attempt to recruit any
person employed by the Employer at the time of the
Employee's termination of employment with the Employer
for any person or business entity which competes or
plans to compete with the Employer.
d) Shall not adversely affect the Employer's customer
goodwill associated with (1) an ongoing business by
way of trade name, trademark, service xxxx, trade
dress and the like; (2) a specific geographic
location; or (3) a specific marketing or trade area;
and/or
e) Shall not use extraordinary or specialized training
received from the Employer.
f) This Non-Competition and Protection of Non-Trade
Secret Protectible Business Interest provision is
expressly intended to benefit the Employer, its
successors and assigns (the Third Party Beneficiaries)
and the Employer and the Third Party Beneficiaries are
expressly authorized to enforce this provision.
13) PRESERVATION OF TRADE SECRETS: Upon the
termination of the Employee's employment relationship
with the Employer the Employee shall not, directly or
indirectly, use or disclose any trade secret, as that
term is defined by Florida Statute Section 688.002, of
the Employer or allow any such trade secret to be
disclosed to or used by any person or entity, for any
reason or purpose whatsoever. In addition, the
Employment Agreement
Xxxxxx X. Xxxxxxxxxx
January 1, 1998
Page 6
Employee will not accept any employment or other
business relationship which would, by the nature of
the position, involve the inevitable disclosure of any
trade secret.
This Non-Disclosure of Trade Secrets provision is
expressly intended to benefit the Employer and the
Third Party Beneficiaries and the Employer and the
Third Party Beneficiaries are expressly authorized to
enforce this provision.
14) INDEMNIFICATION : The employee shall be
indemnified from liability in connection with his
acting as an officer and or director of both Xxxxx and
An-Con including but not limited to indemnification
for legal expenses and out-of-pocket disbursements in
connection with defense of any claim or lawsuit
against him based upon acts or omissions by him during
the period that he was an officer and director of the
corporation. However, the foregoing indemnification
as to certain acts shall not apply in the event it is
determined by a court of competent jurisdiction that
the employee, during his tenure as an officer and
director had a) breached his duty of loyalty to the
corporation or the stockholders; b) acted not in good
faith or had intentionally conducted himself
improperly and had violated the law; c) paid unlawful
dividends or made unlawful stock repurchases or
redemptions; d) engaged in a transaction in which he
had received an improper personal benefit against the
interests of the corporation or its shareholders.
15) NOTICES: Any notice required or permitted to be
given pursuant to the provisions of this hall be
sufficient if in writing, and if personally delivered
to the party to be notified or if sent by registered
or certified mail to said party at the following
addresses:
If to the Company: An-Con Genetics, Inc./Xxxxx
Medical Industries, Inc.
0000 - 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
If to the Employee: Xxxxxx X. Xxxxxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Employment Agreement
Xxxxxx X. Xxxxxxxxxx
Janauary 1, 1998
Page 7
16) UNREASONABLE COMPENSATION : It is agreed that in
the event all or any part of the compensation paid to
the employee shall be disallowed by the Internal
Revenue Service as a deduction by the Company under
section 162 of the Internal Revenue Code of 1986, as
amended, (or shall be disallowed as a deduction for
state or local income tax purposes) and such
disallowance becomes final, the Federal, state or
local income tax deficiency and interest or other tax
"costs" to the Company, as the case may be,
attributable to said disallowance shall be determined
and shall be a debt payable on demand by the Employee
to the Company which the Company may recover as a
setoff against future compensation.
17) BYLAWS; MISCELLANEOUS : This Agreement is made
subject to and with reference to the Bylaws of the
Company, which are incorporated herein by reference
and which the Employee accepts as binding upon him.
18) SEVERABILITY : In the event any portion of this
Agreement is held to be invalid or unenforceable, the
invalid or unenforceable portion or provision shall
not affect any other provision hereof and this
Agreement shall be construed and enforced as if the
invalid provision had not been included.
19) BINDING EFFECT : This Agreement shall inure to the
benefit of and shall be binding upon the Company and
upon any person, firm or corporation with which the
Company may be merged or consolidated or which may
acquire all or substantially all of the Company's
assets through sale, lease, liquidation or otherwise.
The rights and benefits of Employee are personal to
him and no such rights or benefits shall be subject to
assignment or transfer by Employee.
20) GOVERNING LAW : This Agreement shall be construed
and interpreted in accordance with the laws of the
State of Florida.
21) ENTIRE AGREEMENT : This Agreement constitutes the
entire agreement between the parties and supersedes
and replaces any prior agreement; and there are no
other agreements between the parties except as set
forth herein.
22) AMENDMENT AND MODIFICATION : All terms, conditions
and provisions of this
Agreement shall remain in full force and effect unless
modified, changed, altered or amended, in writing,
executed by both parties.
Employment Agreement
Xxxxxx X. Xxxxxxxxxx
January 1, 1998
Page 8
IN WITNESS WHEREOF, the parties hereto have set their
hands and seals effective on the day and year first
above written.
An-Con Genetics, Inc.
______________________
Xxxxxx X. Xxxxxxxxxx, Employee
______________________
J. Xxxxxx Xxxxx, Chief Executive Officer
_______________________
Xxxxxx Xxxxxxxx, President
Signed Sealed and delivered in the presence of:
_________________________
Witness
_________________________
Witness
EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of the 1st day of
January, 1998, by and between An-Con Genetics, Inc. a
corporation, organized and existing under the laws of
the State of Delaware, and Xxxxx Medical Industries,
Inc. organized and existing under the laws of the
State of Florida or any successor entity thereof
(hereinafter referred to as ("the Company"), and Xxxxx
Citronowicz (hereinafter referred to as "the
Employee").
WITNESSETH:
WHEREAS, the Company is a corporation existing and
authorized to do business in the State of Delaware
(An-Con); and Florida (Xxxxx) and
WHEREAS, the Company is desirous of securing
Employee's services and Employee is willing to provide
such services.
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, the parties hereto agree
as follows:
1) EMPLOYMENT OF EMPLOYEE: The Company hereby agrees
to employ the Employee, and the Employee hereby agrees
to accept said employment pursuant to the terms and
conditions of this Agreement.
2) DUTIES: The Employee shall render, as an employee,
professional services as Executive Vice
President/Chief Operating Officer and shall perform
such additional duties as may be assigned to the
Employee by the Board of Directors of the Company.
The Employee agrees to devote all of his time and
efforts to the performance of his duties, except for
customary vacations and reasonable absences due to
illness or other incapacity as set forth herein, and
to perform all of his duties to the best of his
professional ability and comply with such reasonable
policies, standards, and regulations of the Company as
are from time to time established by the Board of
Directors of the Company. Nothing contained herein
shall be construed so as to prohibit or prevent the
Employee from engaging in any business activity as
long as such activities do not conflict or interfere
with the adequate performance of his duties hereunder.
3) TERM : The initial term of employment under this
Agreement shall be effective as of the 1st day of
January, 1998, and shall continue until December 31,
2002 or until terminated as hereinafter provided.
After December 31, 2002 the term of this Agreement
shall be automatically extended for continuous terms
of one year each unless the Employer provides the
Employee with written notice of termination by March
31st of the year the Employer plans to terminate.
Employment Agreement
Xxxxx Citronowicz
January 1, 1998
Page 2
4) PLACE OF EMPLOYMENT : It is understood that the
employee will permanently reside and work in the Tampa
Bay, Florida area.
5) COMPENSATION : For all services rendered to the
Company, the Employee agrees to accept as total
compensation a sum computed as set forth in this
section.
a. During the employment of the Employee, the Employee
shall receive the sum equal to NINETY NINE THOUSAND
NINE HUNDRED FIVE DOLLARS AND 52/100 DOLLARS
($99,905.52) per year, payable in equal weekly
installments.
b. During the term of employment, Employee shall
receive an automobile allowance in the amount of FIVE
HUNDRED TWENTY FIVE AND 81/100 DOLLARS ($525.81) per
month, payable in equal weekly installments..
c. Bonuses: Shall be determined from time to time by
the Board of Directors at its discretion.
d. During the term of employment, the Employee shall
receive an Annual Raise in the amount of 7.5% on June
1 of every year, subject to review and adjustment by
the Board of Directors.
6) VACATION/SICK: The Company agrees that the Employee
shall be entitled to a vacation, with full pay, of
three (3) weeks (fifteen working days), during each
year of Employee's employment. The scheduling of any
vacation shall be coordinated with the Company so that
the staffing needs of the Company are met to the
extent reasonably possible. The Employee may be
entitled to such further paid vacation as is approved
in writing by the Board of Directors of the Company.
Any accrued vacation not taken by the Employee during
a year shall be available for use in subsequent years.
The employee may elect to receive cash payment for one
weeks vacation every calendar year. The employee
shall be granted sick time in accordance with the
policy outlined in the company's policy manual.
7) REIMBURSEMENT OF BUSINESS EXPENSES : The Company
agrees to pay, either directly, or indirectly by
payment to the Employee, for all of the Employee's
approved entertainment, travel and miscellaneous
business expenses incurred by him during the course of
his employment. Employee shall be entitled, on each
business related travel to Coach Airline tickets on
Domestic Travel and Business Class Airline tickets on
International Travel and a full size rental
automobile. As a prerequisite to any payment or
reimbursement by the Company for business expenses,
Employment Agreement
Xxxxx Citronowicz
January 1, 1998
Page 3
the Employee shall submit receipts of all such
expenses to the Company; and the Company's obligation
to effect payment or reimbursement of such expenses
shall be only to the extent of such receipts.
8) ADDITIONAL BENEFITS : The Company shall obtain and
pay for group medical and dental insurance for the
Employee and his dependents under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall obtain
and pay for group term life insurance in the amount of
$50,000.00 for the Employee under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall further
provide a disability plan upon such terms and
conditions that are, at a minimum, equal to or better
than those maintained by the Company as of the date of
this agreement.
9) PROPERTY DEFINED : The Employee understands and
agrees that all Company files, customer files, legal
files, legal research files, form files, forms,
examples, samples, and all briefs and memoranda, and
other work product are the sole and exclusive property
of the Company; and the same shall remain in the
possession of the Company and shall constitute the
property of the Company irrespective of who prepared
the same. The Employee shall not remove, photocopy,
photograph or in any other manner duplicate or remove
said property of the Company.
10) DISPOSITION OF PROPERTY UPON TERMINATION OF
EMPLOYMENT : In the event the employment of the
Employee with the Company is terminated, the Employee
agrees and understands that all files and all
customers of the Company are the sole and exclusive
property of the Company, and the Employee shall have
no right, title or interest in the same.
11) TERMINATION OF EMPLOYMENT : The employment of the
Employee may be terminated as follows:
a) By the death of the Employee and the Employee's
estate shall be paid the basic annual compensation due
the Employee pro-rated through the date of
termination.
b) By the Employee at any time upon at least thirty
(30) days prior written notice to the Company; and the
Company shall be obligated to pay the Employee the
basic annual compensation due him pro-rated to the
effective date of termination.
Employment Agreement
Xxxxx Citronowicz
January 1, 1998
Page 4
c) By the Company, without cause, with the majority
approval of the Board of Directors of the Company at
any time upon at least thirty (30) days prior written
notice to the Employee: and the Company shall be
obligated to pay the Employee compensation currently
in effect including all bonuses, accrued or prorata,
and expenses up to the date of termination. During
any subsequent years remaining on the contract, the
Employee shall be paid the salary in effect at the
time of termination payable weekly. Employee shall
not have to account for other compensation from other
sources or otherwise mitigate his damages due to
termination pursuant to this subparagraph.
d) If the Company terminates this agreement, without
cause, or fails to meet its obligations to the
employee on a timely basis, or if there is a change in
the control of the Company, the Employee
may elect to terminate his employment agreement. Upon
any such termination or breach of any of the Company's
obligations hereunder, the Company shall pay the
Employee a lump severance equal to three times the
annual salary and bonus in effect the month preceding
such termination or breach as well as any other sums
which may be due under the terms hereof up to the date
of termination.
e) By the Company, if during the term of this
Employment Agreement the Employee violates the
provisions of Paragraph 12 hereof, or is found guilty
in a court of law of any crime of moral turpitude.
f) Employee agrees that the precise value of the
covenants in this Section 11 are so difficult to
evaluate that no accurate measure of liquidated
damages could possibly be established and that, in the
event of a breach or threatened temporary and
permanent injunctive relief restraining Employee from
such breach or threatened breach. In the event that
any covenants made in this Section shall be more
restrictive than permitted by applicable law, it shall
be limited to the extent which is so permitted.
12) NON-COMPETITION AND PRESERVATION OF NON-TRADE
SECRET PROTECTIVE BUSINESS INTERESTS: Upon the
termination of Employee's employment relationship with
Employer and for twelve (12) months thereafter,
irrespective of the time, manner, or method of such
termination, the Employee shall not, without the
express written consent of the Employer, directly or
indirectly, consult with, render services to, or
otherwise participate or attempt to participate in any
manner in a business which competes with the Employer
within the geographic areas where the Employer and/or
the Employee conducted business during the twenty-four
Employment Agreement
Xxxxx Citronowicz
January 1, 1998
Page 5
(24) month period directly preceding his/her
termination of employment with the Employer, and/or:
a) Shall not use or disclose any Confidential
Information to any person or entity without the
written authorization of the Employer. Confidential
Information includes, but is not limited to,
information concerning Employer's customers; pricing
information and methods; training and operational
procedures; advertising, marketing, and sales
information; financial information; and other data,
concepts, strategies, methods, procedures or other
confidential information that is not a Trade Secret as
defined by Florida Statute Section 688.002;
b) Shall not solicit, directly or indirectly, any
existing or potential client or customer with whom the
Employer has or may have a substantial relationship.
A potential client or customer is defined as any
person or entity that the Employer or Employee
actively solicited during the twenty-four (24) month
period directly preceding the Employee's termination
of employment with the Employer;
c) Shall not hire, recruit or attempt to recruit any
person employed by the Employer at the time of the
Employee's termination of employment with the Employer
for any person or business entity which competes or
plans to compete with the Employer.
d) Shall not adversely affect the Employer's customer
goodwill associated with (1) an ongoing business by
way of trade name, trademark, service xxxx, trade
dress and the like; (2) a specific geographic
location; or (3) a specific marketing or trade area;
and/or
e) Shall not use extraordinary or specialized training
received from the Employer.
f) This Non-Competition and Protection of Non-Trade
Secret Protectible Business Interest provision is
expressly intended to benefit the Employer, its
successors and assigns (the Third Party Beneficiaries)
and the Employer and the Third Party Beneficiaries are
expressly authorized to enforce this provision.
13) PRESERVATION OF TRADE SECRETS: Upon the
termination of the Employee's employment relationship
with the Employer the Employee shall not, directly or
indirectly, use or disclose any trade secret, as that
term is defined by Florida Statute Section 688.002, of
the Employer or allow any such trade secret to be
disclosed to or used by any person or entity, for any
reason or purpose whatsoever. In addition, the
Employment Agreement
Xxxxx Citronowicz
January 1, 1998
Page 6
Employee will not accept any employment or other
business relationship which would, by the nature of
the position, involve the inevitable disclosure of any
trade secret.
This Non-Disclosure of Trade Secrets provision is
expressly intended to benefit the Employer and the
Third Party Beneficiaries and the Employer and the
Third Party Beneficiaries are expressly authorized to
enforce this provision.
14) INDEMNIFICATION : The employee shall be
indemnified from liability in connection with his
acting as an officer and or director of both Xxxxx and
An-Con including but not limited to indemnification
for legal expenses and out-of-pocket disbursements in
connection with defense of any claim or lawsuit
against him based upon acts or omissions by him during
the period that he was an officer and director of the
corporation. However, the foregoing indemnification
as to certain acts shall not apply in the event it is
determined by a court of competent jurisdiction that
the employee, during his tenure as an officer and
director had a) breached his duty of loyalty to the
corporation or the stockholders; b) acted not in good
faith or had intentionally conducted himself
improperly and had violated the law; c) paid unlawful
dividends or made unlawful stock repurchases or
redemptions; d) engaged in a transaction in which he
had received an improper personal benefit against the
interests of the corporation or its shareholders.
15) NOTICES: Any notice required or permitted to be
given pursuant to the provisions of this hall be
sufficient if in writing, and if personally delivered
to the party to be notified or if sent by registered
or certified mail to said party at the following
addresses:
If to the Company: An-Con Genetics, Inc./Xxxxx
Medical Industries, Inc.
0000 - 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
If to the Employee: Xxxxx Citronowicz
0000 Xxxxxx Xxxx Xx. X.
Xxxxxxxxxx, XX 00000
Employment Agreement
Xxxxx Citronowicz
January 1, 1998
Page 7
16) UNREASONABLE COMPENSATION : It is agreed that in
the event all or any part of the compensation paid to
the employee shall be disallowed by the Internal
Revenue Service as a deduction by the Company under
section 162 of the Internal Revenue Code of 1986, as
amended, (or shall be disallowed as a deduction for
state or local income tax purposes) and such
disallowance becomes final, the Federal, state or
local income tax deficiency and interest or other tax
"costs" to the Company, as the case may be,
attributable to said disallowance shall be determined
and shall be a debt payable on demand by the Employee
to the Company which the Company may recover as a
setoff against future compensation.
17) BYLAWS; MISCELLANEOUS : This Agreement is made
subject to and with reference to the Bylaws of the
Company, which are incorporated herein by reference
and which the Employee accepts as binding upon him.
18) SEVERABILITY : In the event any portion of this
Agreement is held to be invalid or unenforceable, the
invalid or unenforceable portion or provision shall
not affect any other provision hereof and this
Agreement shall be construed and enforced as if the
invalid provision had not been included.
19) BINDING EFFECT : This Agreement shall inure to the
benefit of and shall be binding upon the Company and
upon any person, firm or corporation with which the
Company may be merged or consolidated or which may
acquire all or substantially all of the Company's
assets through sale, lease, liquidation or otherwise.
The rights and benefits of Employee are
personal to him and no such rights or
benefits shall be subject to assignment or
transfer by Employee.
20) GOVERNING LAW : This Agreement shall be
construed and interpreted in accordance with
the laws of the State of Florida.
21) ENTIRE AGREEMENT : This Agreement
constitutes the entire agreement between the
parties and supersedes and replaces any prior
agreement; and there are no other agreements
between the parties except as set forth
herein.
22) AMENDMENT AND MODIFICATION : All terms,
conditions and provisions of this
Agreement shall remain in full force and
effect unless modified, changed, altered or
amended, in writing, executed by both
parties.
Employment Agreement
Xxxxx Citronowicz
January 1, 1998
Page 8
IN WITNESS WHEREOF, the parties hereto have set their
hands and seals effective on the day and year first
above written.
An-Con Genetics, Inc.
______________________
Xxxxx Citronowicz, Employee
______________________
J. Xxxxxx Xxxxx, Chief Executive Officer
___________________________
Xxxxxx Xxxxxxxx,President
Signed Sealed and delivered in the presence
of:
_________________________
Witness
_________________________
Witness
EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of the 1st day of
January, 1998, by and between An-Con Genetics, Inc. a
corporation, organized and existing under the laws of
the State of Delaware, and Xxxxx Medical Industries,
Inc. organized and existing under the laws of the
State of Florida or any successor entity thereof
(hereinafter referred to as ("the Company"), and Xxxxx
Xxxxx (hereinafter referred to as "the Employee").
WITNESSETH:
WHEREAS, the Company is a corporation existing and
authorized to do business in the State of Delaware
(An-Con); and Florida (Xxxxx) and
WHEREAS, the Company is desirous of securing
Employee's services and Employee is willing to provide
such services.
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, the parties hereto agree
as follows:
1) EMPLOYMENT OF EMPLOYEE: The Company hereby agrees
to employ the Employee, and the Employee hereby agrees
to accept said employment pursuant to the terms and
conditions of this Agreement.
2) DUTIES: The Employee shall render, as an employee,
professional services as Director of International
Sales and shall perform such additional duties as may
be assigned to the Employee by the Board of Directors
of the Company. The Employee agrees to devote all of
her time and efforts to the performance of her duties,
except for customary vacations and reasonable absences
due to illness or other incapacity as set forth
herein, and to perform all of her duties to the best
of her professional ability and comply with such
reasonable policies, standards, and regulations of the
Company as are from time to time established by the
Board of Directors of the Company. Nothing contained
herein shall be construed so as to prohibit or prevent
the Employee from engaging in any business activity as
long as such activities do not conflict or interfere
with the adequate performance of her duties hereunder.
3) TERM : The initial term of employment under this
Agreement shall be effective as of the 1st day of
January, 1998, and shall continue until December 31,
1999 or until terminated as hereinafter provided.
After December 31, 1999 the term of this Agreement
shall be automatically extended for continuous terms
of one year each unless the Employer provides the
Employee with written notice of termination by March
31st of the year the Employer plans to terminate.
Employment Agreement
Xxxxx Xxxxx
January 1, 1998
Page 2
4) PLACE OF EMPLOYMENT : It is understood that the
employee will permanently reside and work in the Tampa
Bay, Florida area.
5) COMPENSATION : For all services rendered to the
Company, the Employee agrees to accept as total
compensation a sum computed as set forth in this
section.
a. During the employment of the Employee, the Employee
shall receive the sum equal to FIFTY ONE THOUSAND
NINETY NINETY DOLLARS AND 88/100 ($51,099.88) per
year, payable in equal weekly installments.
b. Bonuses: Shall be determined from time to
time by the Board of Directors at its
discretion.
c. During the term of employment, the
Employee shall receive an Annual Raise on
June 1 of every year, as determined by the
Board of Directors.
6) VACATION/SICK: The Company agrees that the Employee
shall be entitled to a vacation, with full pay, of
three (3) weeks (fifteen working days), during each
year of Employee's employment. The scheduling of any
vacation shall be coordinated with the Company so that
the staffing needs of the Company are met to the
extent reasonably possible. The Employee may be
entitled to such further paid vacation as is approved
in writing by the Board of Directors of the Company.
Any accrued vacation not taken by the Employee during
a year shall be available for use in subsequent years.
The employee may elect to receive cash payment for one
weeks vacation every calendar year. The employee
shall be granted sick time in accordance with the
policy outlined in the company's policy manual.
7) REIMBURSEMENT OF BUSINESS EXPENSES : The Company
agrees to pay, either directly, or indirectly by
payment to the Employee, for all of the Employee's
approved entertainment, travel and miscellaneous
business expenses incurred by him during the course of
her employment. Employee shall be entitled, on each
business related travel to Coach Airline tickets on
Domestic Travel and Business Class Airline tickets on
International Travel and a full size rental
automobile. As a prerequisite to any payment or
reimbursement by the Company for business expenses,
the Employee shall submit receipts of all such
expenses to the Company; and the Company's obligation
to effect payment or reimbursement of such expenses
shall be only to the extent of such receipts.
8) ADDITIONAL BENEFITS : The Company shall obtain and
pay for group medical and dental insurance for the
Employee and her dependents under such group insurance
Employment Agreement
Xxxxx Xxxxx
January 1, 1998
page 3
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall obtain
and pay for group term life insurance in the amount of
$50,000.00 for the Employee under such group insurance
program and plan that the Board of Directors of the
Company deems appropriate. The Company shall further
provide a disability plan upon such terms and
conditions that are, at a minimum, equal to or better
than those maintained by the Company as of the date of
this agreement.
9) PROPERTY DEFINED : The Employee understands and
agrees that all Company files, customer files, legal
files, legal research files, form files, forms,
examples, samples, and all briefs and memoranda, and
other work product are the sole and exclusive property
of the Company; and the same shall remain in the
possession of the Company and shall constitute the
property of the Company irrespective of who prepared
the same. The Employee shall not remove, photocopy,
photograph or in any other manner duplicate or remove
said property of the Company.
10) DISPOSITION OF PROPERTY UPON TERMINATION OF
EMPLOYMENT : In the event the employment of the
Employee with the Company is terminated, the Employee
agrees and understands that all files and all
customers of the Company are the sole and exclusive
property of the Company, and the Employee shall have
no right, title or interest in the same.
11) TERMINATION OF EMPLOYMENT : The employment of the
Employee may be terminated as follows:
a) By the death of the Employee and the Employee's
estate shall be paid the basic annual compensation due
the Employee pro-rated through the date of
termination.
b) By the Employee at any time upon at least thirty
(30) days prior written notice to the Company; and the
Company shall be obligated to pay the Employee the
basic annual compensation due him pro-rated to the
effective date of termination.
c) By the Company, without cause, with the majority
approval of the Board of Directors of the Company at
any time upon at least thirty (30) days prior written
notice to the Employee: and the Company shall be
obligated to pay the Employee compensation currently
in effect including all bonuses, accrued or prorata,
and expenses up to the date of termination. During
any subsequent years remaining on the contract, the
Employee shall be paid the salary in effect at the
time of termination payable weekly. Employee shall
not have to account for other compensation from other
sources or otherwise mitigate her damages due to
termination pursuant to this subparagraph.
Employment Agreement
Xxxxx Xxxxx
January 1, 1998
Page 4
d) If the Company terminates this agreement, without
cause, or fails to meet its obligations to the
employee on a timely basis, or if there is a change in
the control of the Company, the Employee
may elect to terminate her employment agreement. Upon
any such termination or breach of any of the Company's
obligations hereunder, the Company shall pay the
Employee a lump severance equal to three times the
annual salary and bonus in effect the month preceding
such termination or breach as well as any other sums
which may be due under the terms hereof up to the date
of termination.
e) By the Company, if during the term of this
Employment Agreement the Employee violates the
provisions of Paragraph 12 hereof, or is found guilty
in a court of law of any crime of moral turpitude.
f) Employee agrees that the precise value of the
covenants in this Section 11 are so difficult to
evaluate that no accurate measure of liquidated
damages could possibly be established and that, in the
event of a breach or threatened temporary and
permanent injunctive relief restraining Employee from
such breach or threatened breach. In the event that
any covenants made in this Section shall be more
restrictive than permitted by applicable law, it shall
be limited to the extent which is so permitted.
12) NON-COMPETITION AND PRESERVATION OF NON-TRADE
SECRET PROTECTIVE BUSINESS INTERESTS: Upon the
termination of Employee's employment relationship with
Employer and for twelve (12) months thereafter,
irrespective of the time, manner, or method of such
termination, the Employee shall not, without the
express written consent of the Employer, directly or
indirectly, consult with, render services to, or
otherwise participate or attempt to participate in any
manner in a business which competes with the Employer
within the geographic areas where the Employer and/or
the Employee conducted business during the twenty-four
(24) month period directly preceding his/her
termination of employment with the Employer, and/or:
a) Shall not use or disclose any Confidential
Information to any person or entity without the
written authorization of the Employer. Confidential
Information includes, but is not limited to,
information concerning Employer's customers; pricing
information and methods; training and operational
procedures; advertising, marketing, and sales
information; financial information; and other data,
concepts, strategies, methods, procedures or other
confidential information that is not a Trade Secret as
defined by Florida Statute Section 688.002;
Employment Agreement
Xxxxx Xxxxx
January 1, 1998
Page 5
b) Shall not solicit, directly or indirectly, any
existing or potential client or customer with whom the
Employer has or may have a substantial relationship.
A potential client or customer is defined as any
person or entity that the Employer or Employee
actively solicited during the twenty-four (24) month
period directly preceding the Employee's termination
of employment with the Employer;
c) Shall not hire, recruit or attempt to recruit any
person employed by the Employer at the time of the
Employee's termination of employment with the Employer
for any person or business entity which competes or
plans to compete with the Employer.
d) Shall not adversely affect the Employer's customer
goodwill associated with (1) an ongoing business by
way of trade name, trademark, service xxxx, trade
dress and the like; (2) a specific geographic
location; or (3) a specific marketing or trade area;
and/or
e) Shall not use extraordinary or specialized training
received from the Employer.
f) This Non-Competition and Protection of Non-Trade
Secret Protectible Business Interest provision is
expressly intended to benefit the Employer, its
successors and assigns (the Third Party Beneficiaries)
and the Employer and the Third Party Beneficiaries are
expressly authorized to enforce this provision.
13) PRESERVATION OF TRADE SECRETS: Upon the
termination of the Employee's employment relationship
with the Employer the Employee shall not, directly or
indirectly, use or disclose any trade secret, as that
term is defined by Florida Statute Section 688.002, of
the Employer or allow any such trade secret to be
disclosed to or used by any person or entity, for any
reason or purpose whatsoever. In addition, the
Employee will not accept any employment or other
business relationship which would, by the nature of
the position, involve the inevitable disclosure of any
trade secret.
This Non-Disclosure of Trade Secrets provision is
expressly intended to benefit the Employer and the
Third Party Beneficiaries and the Employer and the
Third Party Beneficiaries are expressly authorized to
enforce this provision.
14) INDEMNIFICATION : The employee shall be
indemnified from liability in connection with her
acting as an officer and or director of both Xxxxx and
An-Con including but not limited to indemnification
for legal expenses and out-of-pocket disbursements in
connection with defense of any claim or lawsuit
Employment Agreement
Xxxxx Xxxxx
January 1, 1998
Page 6
against him based upon acts or omissions by him during
the period that he was an officer and director of the
corporation. However, the foregoing indemnification
as to certain acts shall not apply in the event it is
determined by a court of competent jurisdiction that
the employee, during her tenure as an officer and
director had a) breached her duty of loyalty to the
corporation or the stockholders; b) acted not in good
faith or had intentionally conducted himself
improperly and had violated the law; c) paid unlawful
dividends or made unlawful stock repurchases or
redemptions; d) engaged in a transaction in which he
had received an improper personal benefit against the
interests of the corporation or its shareholders.
15) NOTICES: Any notice required or permitted to be
given pursuant to the provisions of this hall be
sufficient if in writing, and if personally delivered
to the party to be notified or if sent by registered
or certified mail to said party at the following
addresses:
If to the Company: An-Con Genetics, Inc./Xxxxx
Medical Industries, Inc.
0000 - 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
If to the Employee: Xxxxx Xxxxx
13402 Xxxxxxx
Xxxxx, XX 00000
16) UNREASONABLE COMPENSATION : It is agreed that in
the event all or any part of the compensation paid to
the employee shall be disallowed by the Internal
Revenue Service as a deduction by the Company under
section 162 of the Internal Revenue Code of 1986, as
amended, (or shall be disallowed as a deduction for
state or local income tax purposes) and such
disallowance becomes final, the Federal, state or
local income tax deficiency and interest or other tax
"costs" to the Company, as the case may be,
attributable to said disallowance shall be determined
and shall be a debt payable on demand by the Employee
to the Company which the Company may recover as a
setoff against future compensation.
17) BYLAWS; MISCELLANEOUS : This Agreement is made
subject to and with reference to the Bylaws of the
Company, which are incorporated herein by reference
and which the Employee accepts as binding upon him.
18) SEVERABILITY : In the event any portion of this
Agreement is held to be invalid or unenforceable, the
invalid or unenforceable portion or provision shall
not affect any other provision hereof and this
Employment Agreement
Xxxxx Xxxxx
January 1, 1998
Page 7
Agreement shall be construed and enforced as if the
invalid provision had not been included.
19) BINDING EFFECT : This Agreement shall inure to the
benefit of and shall be binding upon the Company and
upon any person, firm or corporation with which the
Company may be merged or consolidated or which may
acquire all or substantially all of the Company's
assets through sale, lease, liquidation or otherwise.
The rights and benefits of Employee are personal to
him and no such rights or benefits shall be subject to
assignment or transfer by Employee.
20) GOVERNING LAW : This Agreement shall be construed
and interpreted in accordance with the laws of the
State of Florida.
21) ENTIRE AGREEMENT : This Agreement constitutes the
entire agreement between the parties and supersedes
and replaces any prior agreement; and there are no
other agreements between the parties except as set
forth herein.
22) AMENDMENT AND MODIFICATION : All terms, conditions
and provisions of this
Agreement shall remain in full force and effect unless
modified, changed, altered or amended, in writing,
executed by both parties.
Employment Agreement
Xxxxx Xxxxx
January 1, 1998
Page 8
IN WITNESS WHEREOF, the parties hereto have set their
hands and seals effective on the day and year first
above written.
An-Con Genetics, Inc.
_____________________
Xxxxx Xxxxx, Employee
_____________________
J. Xxxxxx Xxxxx, Chief Executive Officer
_____________________
Xxxxxx Xxxxxxxx, President
Signed Sealed and delivered in the presence of:
__________________
Witness
________________
Witness
