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Exhibit 17.3
EMPLOYMENT CONTRACT
THIS EMPLOYMENT CONTRACT ("Contract") is made effective the
1st day of January, 2001 ("Effective Date"), by and between FIRST AID DIRECT,
INC., a Florida corporation ("Employer") and XXXXX XXXXXX ("Employee").
1. EMPLOYMENT. The Employer employs the Employee as the Chief Executive
Officer of Employer and the Employee accepts such employment, upon the terms and
conditions set forth in this Contract.
2. TERM. The Employee's employment with the Employer shall commence
January 1, 2001 and shall continue for a period of 36 months or unless otherwise
terminated as provided in Section 8 of this Contract ("Term").
3. COMPENSATION. The Employer shall pay the Employee an annualized base
compensation of $150,000 ("Base Compensation"), commencing January 1, 2001. The
Employee's Base Compensation shall be increased in the future as agreed by
Employee and the Board of Directors of Employer.
In addition to the Employee's base compensation, the Employer shall pay
the Employee an annual bonus in an amount to be determined by a plan approved by
the Board of Directors.
The Employer shall pay the Employee such bonus upon completion of the
Employer's audited financial statements and the determination of its net income
for such accounting year, but in no event later than the March 31 following the
end of such accounting year.
4. DUTIES AND RESPONSIBILITIES. The Employee shall faithfully discharge
the duties that may be reasonably assigned to him by the Employer and which are
generally commensurate with those of a chief executive officer. The Employee
shall devote all of the Employee's business time and attention to the discharge
of his assigned duties and shall use his best efforts for the success of the
Employer's business.
The Employee shall not, during the Term, except with the written
consent of the Employer, engage in any activities, whether alone, or as an
agent, consultant, partner, member, share holder, owner, employee, officer,
director, manager, contractor or otherwise, if such activities (i) materially
interfere with the Employee's performance of his assigned duties, or (ii)
involve any activity competitive with and adverse to Employer's business.
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5. FRINGE BENEFITS. The Employee shall be entitled to health insurance
for himself, as well as his eligible family members, during the term of his
employment subject to the Employee's insurability. The Employee shall be
entitled to other related benefits of the Employer to which other employees are
entitled.
In addition, Employer shall pay to or reimburse the Employee an
automobile allowance of at least $505 per month in accordance with the then
current Employer automobile allowance policy for the term of employment.
6. VACATION. The Employee shall be entitled to three weeks for time off
with pay for vacation, to be taken in accordance with the Employer's policies in
effect from time to time. Employee need not use vacation days to provide pay for
sick days.
7. EXPENSES. The Employee may be reimbursed for the Employee's
reasonable business expenses for the benefit of the Employer in accordance with
the general policies of the Employer as adopted from time to time. The Employee
shall provide the Employer with any documentation for such expenses as the
Employer may require for federal income tax deduction purposes.
8. TERMINATION. This Contract shall be terminated upon the happening of
any of the following events:
A. Whenever the Employer and the Employee shall mutually agree in
writing to a termination;
B. Upon the death of the Employee;
C. Upon the inability of the Employee to perform his reasonably
assigned duties for a period of 120 days during the Term
because of injury, illness or other disability;
D. Immediately upon notice by the Employer to the Employee upon
the Employee's breach of any of the material terms or
provisions of this Contract or for Cause; or
E. Upon Employee providing 30-days prior written notice to
Employer.
For purposes of this Section, "Cause" means (i) the conviction of any
crime, (ii) significant intentional destructive act committed by the Employee
against the Employer or its employees, (iii) an act of moral turpitude or
condition by the Employee while an employee of the Employer which has a
significant detrimental effect on the business or reputation of the Employer, or
(iv) a
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consistent failure of the Employee to perform his reasonably assigned
duties as the Chief Executive Officer of the Employer which has a detrimental
effect on the business or reputation of the Employer. A determination of Cause
shall be made by the Board of Directors of the Employer in good faith after
written notice by the Employer to the Employee stating the current problems with
the Employee and giving the Employee a reasonable period of time to correct such
if, in the Board's opinion, such is correctable.
If this Agreement is terminated prior to the expiration of its Term under
circumstances other than those specified in this Section 8, the Employee shall
be entitled to the Base Compensation specified in Section 3, for the remainder
of the term of employment. Amounts paid under this provision shall be paid
according to Employer's ordinary pay schedule.
9. FILES. All records contained in the Employer's files are the
property of the Employer, and the Employee shall not remove or copy such records
upon the termination of the Employee's employment.
10. GOVERNING LAW. This Contract shall be governed by the laws of the
State of Florida and shall be construed in accordance therewith without
reference to its conflict of law provision. The parties intend to and hereby
confer jurisdiction to enforce this Agreement upon the courts of and for
Florida.
11. SEVERABILITY. In the event that any word, phrase, clause, sentence
or other provision in this Contract shall violate any applicable statute,
ordinance or rule of law in any jurisdiction which governs this Contract, such
provisions shall be ineffective to the extent of such violation without
invalidating any other provision in this Contract.
12. NOTICE. All notices, requests, demands and other communications
required or permitted to be given under this Contract shall be in writing and
shall be deemed to have been given (a) when delivered personally, (b) the third
business day after being deposited in the U.S. mail, certified, postage prepaid,
return receipt requested, or (c) on the first business day after being sent by a
nationally recognized overnight express courier service, to a party addressed as
follows:
IF TO EMPLOYEE:
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Xxxxx Xxxxxx
000 X.X. 000xx Xxxxxxx
Xxxxx Xxxxxxx, XX 00000
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IF TO EMPLOYER:
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Xxxxx X. Xxxxxx
Chairman of the Board
First Aid Direct, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
13. AMENDMENTS, NO WAIVER. This Contract may not be amended, altered,
modified or extended except by written agreement signed by each of the parties.
No provision may be waived except by an agreement in writing signed by the
waiving party. A waiver of any term or provision shall not be construed as a
waiver of any other term or provision.
IN WITNESS WHEREOF, the parties have signed this Contract as of the day
and year first above written.
EMPLOYER
FIRST AID DIRECT, INC.
By
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Xxxxx X. Xxxxxx
Chairman of the Board
EMPLOYEE
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Xxxxx Xxxxxx
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