EMPLOYMENT AGREEMENT
AGREEMENT, made as of the 1st day of July, 1996 between MAKO MARINE
INTERNATIONAL, INC., a Florida corporation, having its principal place of
business at 0000 X.X. 000 Xxxxxx, Xxxxx, Xxxxxxx 00000 (the "Employer") and XXXX
XXXXXX XXXX, XX., residing at 00-00 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000
(the "Employee").
BACKGROUND OF AGREEMENT
WHEREAS, the Employee is presently employed by the Employer as
Executive Vice President pursuant to an oral understanding;
WHEREAS, the Employer desires to continue to employ the Employee and
reduce to writing the terms of the Employee's employment; and
WHEREAS, the Employee desires to remain in the employ of the Employer
on the terms hereinafter set forth.
THEREFORE, it is mutually agreed between the parties as follows:
1. Employment; Duties. The Employer hereby employs the Employee as
Executive Vice President to supervise and direct the operations of the Employer,
and to perform such other duties consistent with such position as may be
assigned to the Employee by the President of the Employer or board of directors,
and Employee does hereby accept such employment. Employee shall devote his full
business time, attention, energies, and best efforts, to the business of the
Employer and xxxxxx the best interests of the Employer and shall follow and
enforce all of the Employer's work rules. Employee recognizes that the services
to be performed by him hereunder may require him to travel outside of Southern
Florida but he shall not be required to relocate from his present residence to
perform his duties hereunder.
2. Term. Subject to the earlier termination provisions herein, the
Employee's employment shall continue until June 30, 1999.
3. Compensation. As full compensation for his services hereunder, the
Employer shall pay, and the Employee shall accept, an annual base salary in the
sum of One Hundred Thousand Dollars ($100,000) payable in accordance with the
Employer's payroll practices in effect from time to time. The base salary shall
be increased as of July 1 of each year (each an "Adjustment Date") commencing
July 1, 1997 by an amount equal to the Employee's then base salary multiplied by
a fraction, the numerator of which is the difference between the Consumer Price
Index for Miami, Florida ("CPI") on each Adjustment Date during the Term and the
CPI on the date hereof and the denominator is the CPI on the date hereof.
The Employer may, from time to time, consider annual bonuses for the
Employee's based upon the Employee's performance and the performance of the
Employer generally, but nothing contained herein shall obligate the Employer to
grant the Employee any bonus.
4. Benefits. The Employer shall provide the Employee with hospital and
major medical insurance coverage consistent with the coverage afforded other
senior officers of the Employer. In addition, the Employer shall furnish the
Employee the use of a 19__ Ford Explorer and pay the insurance therefore (but no
other operating expenses). The Employee shall be entitled to such paid vacations
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sick days and other benefits as are provided to employees generally.
5. Termination. This Agreement and all the rights of the Employee
hereunder shall terminate (a) upon the death of Employee, (b) if the Employee is
unable to perform his duties hereunder as a result of the physical or mental
incapacity of the Employee and such inability continues for a period of eight
(8) consecutive weeks or twelve (12) weeks in any fifty two (52) week period, or
(c) for cause. For purposes of this Agreement, "for cause" means the breach by
the Employee of the terms of this Agreement which is not cured within five (5)
days following receipt of written notice or neglect of duty, gross negligence or
reckless, willful misconduct or the conviction (or plea of nolo contendere) of
the Employee of a crime which constitutes a felony in the jurisdiction involved
during the term hereof.
6. Non-Competition. In consideration of the covenants and undertakings
of the Employer, the Employee agrees that, during the term of his employment
hereunder, and for a period of one (1) year thereafter, the Employee will not,
in any area in which the Employer is doing business at the time of the
Employee's termination, become associated with any entity whether as employee,
agent, shareholder, director, partner, officer or otherwise, which is engaged in
any business which is then being engaged in or contemplated by the Employer.
7. Non-Disclosure of Information. The Employee acknowledges that as a
consequence of his relationship with the Employer, he has been and will be given
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access to confidential information including, without limitation, trade secrets,
methods of operation, procedures, improvements, systems, customer lists,
suppliers, and other private and confidential matters concerning the Employer's
business (collectively "Confidential Information"). In consideration of the
covenants of the Employer under this Agreement, the Employee agrees that while
employed and indefinitely thereafter the termination of his employment he shall
maintain such Confidential Information in strictest confidence and shall not
disclose such Confidential Information to third parties, except for the benefit
of the Employer or in the course of performing his duties for the Employer.
8. Injunctive Relief. In the event that the covenants contained in
Section 6 or 7 are breached by the Employee, the Employer shall, be entitled to
an injunction restraining the Employee from disclosing in whole or in part the
Employer's Confidential Information. Nothing herein shall be construed as
prohibiting the Employer from pursuing any other remedies available to it for
such breach or threatened breach.
9. Expenses. The Employee will be reimbursed for any reasonable
business expenses incurred by him in the course of his employment upon
presentation of expense statements or vouchers and such other supporting
information as the Employer may from time to time reasonably request.
10. Employee Stock Option. The Employee has heretofore been granted
options to acquire 15,000 shares of the Employer pursuant to the Employer's
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Employee Stock Option Plan. Nothing contained herein is intended to modify and
affect such awards which remain subject to the terms of such Plan.
11. Damages. Any provision to the contrary herein notwithstanding, in
the event of a breach of any provision of this Agreement by the Employer, the
Employee shall be limited to seeking relief for recovery of the base
compensation set forth herein less any monies earned by the Employee from other
employment.
12. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof. It may not be
changed except by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.
13. Assignment. This Agreement shall inure to the benefit of the
Employee and the Employer and be binding upon the employee and the Employer and
the Employer's successors and assigns.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
15. Enforceability. In the event that it is determined that this
Agreement is enforceable in any respect, it shall be construed to apply and be
enforceable to the maximum extent permitted by applicable law.
16. Notices. All notices to the Employee will be sent by certified
mail, return receipt requested, to the address set forth above. Notice by the
Employee to the Employer will be sent certified mail, return receipt requested
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to the address set forth above, with a copy to Xxxx X. Xxxxxx, Esq., Winick &
Rich, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Either party shall have
the right from time to time to notify the other in writing of changes in the
designations under this paragraph.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
MAKO MARINE INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxx
President
/s/ Xxxx Xxxxxx Xxxx, Xx.
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