EMPLOYMENT AGREEMENT
This Agreement is entered into this 4th day of September, 1996,
effective as of September 1, 1996 by and between Instructivision Inc.
(the Company), a New Jersey Corporation, located at 0 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx, 00000 and Xxxxxxxx Xxxxxx, 00 Xxxxxx Xxxxx,
Xxxx Xxxxxxx, Xxx Xxxxxx (the Employee).
WITNESSETH
Whereas, the Company is in the business of creating, producing and
marketing educational textbooks, software, and video materials; and
Whereas the Company wishes to employ Xxxxxxxx Xxxxxx as President
and Chief Financial Officer, and
Whereas, Employee wishes to be so employed;
Now, in consideration of the mutual covenants contained herein it
is agreed as follows:
1. Employment duties and acceptance.
The Company hereby agrees to employ Employee for the term of three years,
commencing on the effective date above. Employee duties shall consist of
overall operating responsibility for the Company's business, subject to
the direction of the Board of Directors.
2. Term of Employment.
The term of the Employee's employment under this agreement (the Term)
shall commence on the date determined above, for a period of three years,
and shall automatically be renewed for additional periods of three years,
unless either party elected on at least six months written notice to
terminate this Agreement at the end of the first or any subsequent period.
3. Compensation.
3.1 As compensation for the services to be rendered pursuant to this
Agreement, the Company agrees to pay Employee during the Term the
following: A salary of $75,000 per year during the first 12 months from
the date of commencement of employment, a salary of $78,750 per year
during the second 12 months' period of the Term, and $83,000 during the
third 12 months' period.
3.2 In addition Employee shall receive a royalty of 2.5% of the net
profit before taxes from the Company's earnings payable annually as
determined by the 10K financial report.
3.3 Employee shall be entitled to three weeks paid vacation during
each 12 months period and be entitled to all legal holidays, and
be entitled to accrue any unused vacation days or holidays. Employee
shall be entitled to sick pay and paid health insurance premiums in
accordance with general Company policy for all employees. Employee may
select her own health insurance carrier and receive reimbursement
from the Company for the premium paid, including payroll taxes assessed
on the premium.
The Company shall pay or reimburse Employee for all reasonable expenses
actually incurred and paid by Employee during the Term under this
agreement upon presentation of expense statements, or vouchers, or such
other supporting information as it may require.
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Nothing herein contained shall be construed to prevent the Company from
increasing Employee's salary hereunder during the Term or from paying
bonuses to her at the discretion of the Board of Directors of the
Company.
The Employee shall be entitled to all rights and benefits for which she
shall be eligible under any bonus, participation or extra compensation
plan, stock options, pensions, group insurance, or other so-called fringe
benefits which the Company may, in its sole discretion, provide for her
or its employees generally.
The provisions of this Agreement relating to compensation to be paid to
the Employee shall be subject to and limited by any applicable provision
of law or regulation which may from time to time restrict or limit the
compensation to be paid hereunder.
4. Termination
This employment agreement may be terminated if both parties agree to
the termination and to the terms at any time during the life of this
Agreement.
If Employee shall die during the Term, this Agreement shall terminate
except that Employee's legal representatives shall be entitled to
receive the compensation provided for hereunder to the last day of
the month in which death occurs.
If during the Term Employee shall become physically or mentally dis-
abled, whether full or partially, so that she is unable to substantially
perform her services hereunder for a period of 120 days, the Company
may terminate the term of employment hereunder by giving written notice
to Employee of 30 days. Notwithstanding such disability the Company
shall continue to pay Employee her full salary up to and including the
date of such termination.
In the event of gross neglect by Employee of her duties hereunder,
conviction of Employee of any felony or offense involving the property
of the Company, the Company may at atny time by written notice to
Employee terminate the term of Employee's employment hereunder.
5. Protection of Confidential Information
Employee warrants represents and agrees to keep secret and retain in
strictest confidence all confidential matters of the Company, including
the Company's trade knowhow, customer lists, pricing policies,
operational methods, technical processes, research projects and other
business affairs of the Company during the course of her employment and
not to disclose them to anyone outside the Company, either during or
after her employment with the Company, except in the course of per-
forming her duties hereunder with the Company's express written consent.
Except as otherwise provided in this Agreement, Employee shall not
during the Term of this Agreement directly or indirectly enter the
employ of or render services to any person, firm or corporation engaged
in a business directly competitive with the business of the Company,
as partner, director, officer, principal, agent, employee, trustee,
consultant or any other relationship or capacity, provided however that
nothing contained herein shall be deemed to prohibit the employee from
acquiring shares of capital stock of any public corporation doing
business similar to that of the Company.
To deliver promptly to the Company on termination of her employment
by the Company, or at any time the Company may so request, all Company
owned memoranda, computer stored information, notes, reports, manuals,
drawings or other Company owned documents relating to the Company's
business which she may then possess or have under her control.
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It is hereby agreed that if, after termination, Employee desires to
enter the employ or render services to any person, firm or corporation
in any business directly competitive with the business of the Company,
Employee shall give Company the option to pay Employee a compensation
for not entering into a competitive employment contract at a mutually
agreed upon price, not to exceed one half of Employee's salary at the
time of termination.
The parties agree that any disputes relating to the performance of any
provision of this agreement shall be referred to arbitration in
accordance with the procedures and rules of arbitration issued by the
American Arbitration Association.
6. Indemnification
The Company will indemnify Employee, to the maximum extent permitted
by applicable law, against all costs, charges, and expenses incurred
or sustained by her in connection with any action, suit or proceeding
to which she may be made a party by reason of her being an officer,
director or employee of the Company or of any subsidiary or affiliate
of the Company.
7. Notices
All notices, requests, consents, or other communications required or
permitted to be given hereunder, shall be in writing and shall be
deemed to have been duly given if delivered personally or sent by
prepaid telegram, or mailed first class, postage paid, by registered
or certified mail.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New Jersey applicable to
agreements made and to be performed entirely in New Jersey.
This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter hereof, and supersedes
all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation,
promise or inducement has been made by either party that is not
embodied in the Agreement, and neither party shall be bound or be
liable for any alleged representation, promise or inducement not so
set forth.
This Agreement and Employee's right, other than the right to receive
payments hereunder, may not be assigned by Employee. The Company may
assign its rights, together with its obligations, hereunder in
connection with any sale, transfer or other disposition of all or
substantially all of its business or assets, in any event the
obligations of the Company hereunder shall be binding on its
successors or assigns, whether by merger, consolidation or acquisition
of all or substantially all of its business or assets.
This Agreement may be amended, modified, superseded, cancelled,
renewed or extended and the terms or covenants may be waived only
by a written instrument executed by both of the parties hereto or in
the case of a waiver by the party waving comploance. The failure of
either party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to
enforce the same.
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No waiver by either party of the breach of any term or covenant
contained in this agreement, whether by conduct or otherwise,
in any one or more instances shall be deemed to or construed as, a
further or continuing waiver of any breach, or a waiver of the breach
of any other term or covenant contained in this Agreement.
In witness whereof, the parties have executed this Agreement as of the
date first written above.
Dated this 4th day of September 1996 for Instructivision Inc.
s/Xxxxxxxx Xxxxxx s/Xxxxx Xxxxx
Director
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