EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Agreement is entered into by Florham Consulting Corp., a Delaware
corporation, ("Employer", or Company") and Xxxxx Xxxxxxx, 00 Xxxxxxxxx Xxxxx,
Xxxxxxxx, Xxx Xxxx 00000 ("Employee") as of this 1st Day of January 2007.
1. Employment. Employer agrees to employ Employee and Employee agrees to
accept employment upon the terms and conditions set forth in this Agreement.
2. Duties and Services. During the term of this Agreement, Employee shall
be employed in the business of the Employer as its President and Chief Executive
Officer to supervise Employer's business. In the performance of these duties,
Employee shall report to and be subject to the direction of the Employer's Board
of Directors, and Employee agrees to comply with the policies, standards and
regulations of Employer. Employee shall devote such amount of his working time
to the performance of his duties under this Agreement as Employer and Employee
shall determine is necessary for the performance of his duties hereunder,
provided however that, he may not engage in any activity which is competitive
with the business of the Company, as provided in Section 10 hereof.
3. Term. The term of this Agreement shall commence on the date hereof
("Effective Date") and continue for thirty-six (36) months (the "Initial Term")
unless terminated earlier or extended as herein provided (the "Term"). This
Agreement shall be extended from year-to-year after the Initial Term unless
either Employer or Employee provides written notice to the other of its or his
intention not to extend this Agreement not later than ninety (90) days prior to
the expiration of the then current Term.
4. Compensation. Employee shall not be entitled to any cash compensation
from the Company for his services hereafter until Employer's annualized revenues
exceeds $300,000 on a quarterly basis. At such time Employee shall be entitled
to receive a salary of $40,000 subject to adjustment as shall be approved by a
majority of the members of Employer's Board (other than Employee) or if no such
members exists by a majority of the shareholders of Employer (not including
Employee or any affiliate of Employee).
5. Expenses. Employee shall be entitled to prompt reimbursement for all
reasonable travel and other out-of-pocket business expenses necessarily incurred
in the performance of his duties hereunder. Employee's claims for reimbursement
and Employer's payments thereof shall be in accordance with Employer's then
current business expense reimbursement policies and procedures.
6. Termination. Subject to the provisions of this Section 6, Employer shall
have the right to terminate Employee's employment, and Employee shall have the
right to resign from his employment with Employer, at any time during the Term
of this Agreement. Employer may only terminate Employee's employment for
"Cause". Termination for "Cause" shall mean termination of Employee's employment
by the Employer because of (i) any act or omission which constitutes a material
breach by Employee of his obligations or agreements under this Agreement after
written notification by the Employer specifying and describing any such breach
and the actions required to cure them, and failure of Employee to cure each such
breach in the manner specified in the notice or in a manner otherwise acceptable
to the Employer within thirty (30) days of receipt thereof, (ii) the conviction
of Employee for any crime of moral tupitude or any felony or (iii) any act or
omission by Employee which, constitutes a breach of Employee's fiduciary duty to
Employer. If, prior to the expiration of the Term, Employee's employment is
terminated by Employer for any reason or if Employee resigns from his employment
hereunder Employee shall be entitled to payment of the pro rata portion of the
Employee's then salary, if any, hereof through and including the date of
termination or resignation.
7. Termination Due to Death or Disability.
Death. In the event of Employee's death, Employer shall be entitled to
terminate his employment and the provisions of Section 6 shall apply.
Disability. In the event Employee is unable to perform the services
contemplated hereunder by reason of disability ("Disability" shall mean any
physical illness or incapacity, other than death, which renders Employee unable
to perform the duties required under this Agreement for more than 60 days in any
90 day consecutive period), Employer shall be entitled to terminate Employee's
employment and the provisions of Section 6 shall apply.
8. Expiration of Term. Upon the expiration of the Term of this Agreement,
whether by non-extension or non-renewal by the Employer or Employee, all rights
and obligations of both the Employer and Employee shall expire except (i) as
provided in Sections 9 and 15 herein, and (ii) for any unpaid compensation due
Employee which may have been accrued as of the expiration of the Term of this
Agreement.
9. Confidential Information. Employee acknowledges that during the course
of his recruitment and employment hereunder Employee has and will become
acquainted with confidential information regarding Employer's business. From the
date hereof and until the end of the Term (the "Non-Disclosure Period") Employee
will not, without the prior written consent of the Employer, disclose or make
use of any such confidential information except as may be required in the course
of his employment hereunder.
10. Non-Solicitation. Employee covenants and agrees, during the
Non-Disclosure Period, that Employee will not canvass or solicit any person or
entity who is a customer or business partner of Employer about whom Employee
obtained significant business information during the Term of his employment, for
the purpose of directly or indirectly furnishing services competitive with
Employer and will not solicit for employment or employ any employee of Employer.
11. Representations, Warranties and Covenants. Employee represents and
warrants to Employer that (i) Employee is under no contractual or other
restriction or obligation which is inconsistent with his execution of this
Agreement or performance of his duties hereunder, (ii) Employee has no physical
or mental disability that would hinder his performance of his duties under this
Agreement, and (iii) he has had the opportunity to consult with an attorney of
his choosing in connection with the negotiation of this Agreement.
12. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be sent by certified mail, by personal
delivery or by overnight courier to the Employee at his residence (as set forth
in Employer's corporate records) or to the Employer at its principal office. 13.
Waiver of Breach. The waiver of either the Employer or Employee of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach by the Employer or Employee.
14. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of both Employer and Employee and heir respective successors, heirs
or legal representatives, but neither this Agreement nor any rights hereunder
may be assigned by either Employer or Employee without the written consent of
the other party.
15. Governing Law. This Agreement shall be governed by the laws of the
State of New York without regard to the principles of the conflict of laws. The
parties hereto hereby unconditionally and irrevocably consent to the exclusive
jurisdiction of the federal and state courts located in New York, New York or
Nassau County, New York in connection with any lawsuit, claim or other
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.
16. Entire Contract: Counterparts. This instrument contains the entire
agreement of the parties. It may not be changed orally but only by an agreement
approved in writing by the Employer and approved in writing by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought. This Agreement may be executed in one or more counterparts, each of
which shall be considered one and the same instrument.
17. No Third Party Beneficiaries. This Agreement does not create, and shall
not be construed as creating, any rights enforceable by any person not a party
to this Agreement.
18. Headings. The headings in this Agreement are solely for convenience and
shall not be given any effect in the construction or interpretation of this
Agreement.
Dated: January 1, 2007
EMPLOYEE:
/s/ Xxxxx Xxxxxxx
________________
XXXXX XXXXXXX
EMPLOYER:
FLORHAM CONSULTING CORP.
By: /s/ Xxxxx Xxxxxxx
_____________________________
Xxxxx Xxxxxxx
President
