EXHIBIT 10.29
EMPLOYMENT AGREEMENT
Exhibit A
This Agreement made and entered into, effective May 28, 2004, by and between:
Health Express U.S.A, Inc a Florida corporation ( the "Company"),
And
Xxxxx Xxxxxx ("Employee"), an individual residing at 0000 XX 00xx Xx. #000,
Xxxxxxx, Xxxxxxx, 00000.
WHEREAS, the Employee is employed by and is a Manager of the Investor Relations
Department of the Company; and
WHEREAS, the Company desires to continue to employ the Employee, and the
Employee is willing to accept such employment, on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Employment. The Company hereby employs the Employee as its Manager, on the
terms hereinafter set forth, for a period of two (2) years from the date of
this Agreement, and the Employee hereby accepts such employment.
2. Duties. The Employee will render services in such executive, supervisory,
Management and general administrative capacities as the Board of Directors
of the Company shall from time to time determine. Without limiting the
foregoing, the Employee will act as a Manager of the Company and, in that
capacity, will be responsible for overseeing the operations of the Investor
Relations Department and will perform such duties, and exercise such
authority, as are customarily exercised by such a Manager.
The main office of the Company, which is located at 0000 Xxxx Xxxxxxxxx Xxxx.,
Xxxxx 000, Xxxxxxxxx Xxx., Xxxxxxx, will constitute the Employee's base of
operations, and the Employee will not be required to render services on a
permanent basis outside of that location. The Employee agrees, however, to
render any required services away from the main office on a temporary basis and
to travel wherever the Company may reasonably require. In connection with all
such trips, the Employee will be advanced, or reimbursed for, all reasonable
travel and living expenses; provided that he submits appropriate documentation
for such expenses satisfactory to the Company.
3. Exclusivity. The Employee will devote all of their working time to
performing their duties under this Agreement, and during their employment
with the company the Employee will not
(i) act for their own account in any manner which is competitive with any
of the business of the Company or which would interfere with the
performance of their duties under this Agreement, or (ii) invest or
have any financial interest, direct or indirect, in any business
competitive with any of the business of the Company.
4. Compensation.
4.1 Compensation. The Company will provide the following compensation to
the Employee during the term of this Agreement.
(i) Two-year options for 100,000 restricted shares of common stock of
the Company at prices per share as outlined below, subject to the
terms of a stock option agreement attached as Exhibit B. The
options shall be exercisable at prices and pursuant to a schedule
as follows:
(a) At any time during the first, and second year of employment,
Employee may exercise up to One Hundred Thousand options at
a price of $0.55 per share.
These options shall be available only during the term of the
Employee's employment with the Company. Should Employee's
employment be terminated for any reason, whether at the
instigation of Employee or the Company, the options shall
terminate.
4.2 Deductions. The Company will deduct and withhold from any compensation
payable to the Employee under this Agreement such amounts, as the
Company is required to deduct and withhold by law.
5. Expenses. The Company will reimburse the Employee for all proper, normal
and reasonable expenses incurred by the Employee in performing the
obligations under this Agreement upon the Employee furnishing the company
with satisfactory evidence of such expenditures. The Employee will not
incur any unusual or major expenditure without the Company's prior written
approval.
6. Benefits. The Employee's compensation and other rights and benefits under
this Agreement will not be suspended or terminated because the Employee is
absent from work due to illness, accident or other disability; but the
Company may deduct from the Employees salary under Section 4.1 any payment
received by the Employee under any disability insurance which the Company
provides the Employee.
7. Insurance. If the Company desires at any time or from time to time to apply
for, in its own name or otherwise, but at its expense, life, health,
accident or other insurance covering the Employee, the Company may do so
and may take out such insurance for any sum that it deems desirable. The
Employee nevertheless will assist the Company in procuring the same by
submitting from time to time to the customary medical, physical and other
examinations, and by signing such applications, statements and other
instruments as any reputable insurer may require.
8. Uniqueness of Services. The Employee acknowledges that their services
hereunder are of a special, unique, unusual, extraordinary and intellectual
character, the loss of which cannot be reasonably or adequately compensated
by damages in an action at law. Accordingly, the Company will be entitled
to injunctive and other equitable relief to prevent or cure any breach or
threatened breach of this Agreement by the Employee.
9. Negative Covenants
9.1 The Employee will not, during or after the term of this Agreement,
disclose to any third person, or make use or take any personal
advantage of, any confidential information or any trade secret of any
kind or nature obtained by him during the term hereof or during their
employment by the Company.
9.2 To the full extent permitted by law, the Employee will not, for a
period of one year following the termination of their employment with
the Company.
(i) attempt to cause any person, firm or corporation, who is a
customer of or has contractual relationship with the Company at
the time of the termination of their employment to terminate such
relationship with the Company, and this provision shall apply
regardless of whether such customer has a valid contractual
arrangement with the Company.
(ii) attempt to cause any employee of the Company to leave such
employment;
(iii)engage any person who was an employee of the Company at the time
of the termination of their employment, or cause such person
otherwise to become associated with the Employee or with any
other person, corporation, partnership or other entity with which
the Employee may be thereafter become associated.
9.3 The Employee acknowledges that the violation of any of the provisions
of this Section 9 will cause irreparable loss and harm to the Company
which cannot be reasonably or adequately compensated by damages in an
action at law and, accordingly, agrees that the Company will be
entitled to injunctive and other equitable relief to prevent or cure
any breach or threatened breach thereof.
10. Governing Law; Remedies.
10.1 This Agreement has been executed in the State of Florida and shall be
governed by and construed in all respects in accordance with the law
of the State of Florida.
10.2 Expect as otherwise expressly provided in this Agreement, any dispute
or claim arising under or with respect to this Agreement will be
resolved by arbitration in Fort Lauderdale, Florida, in accordance
with the Rules for Commercial Arbitration of the American Arbitration
Association, before a panel of three (3) arbitrators, one appointed by
the Employee, one appointed by the Company, and the third appointed by
said Association. The decision or award of a majority of the
arbitrators shall be final and binding upon the parties. Any arbitrary
award may be entered as a judgment or order in any court of competent
jurisdiction.
10.3 Notwithstanding the provisions for arbitration contained in this
Agreement, the Company will be entitled to injunctive and other
equitable relief as provided in Sections 8 and 9.3 hereof and as any
court may otherwise determine appropriate; and the Employee agrees
that it will not be a defense to any request for such relief that the
Company has an adequate remedy at law. For purposes of any such
proceeding the Company and the Employee submit to the exclusive
jurisdiction of the courts of the State of Florida located in the
County of Broward, State of Florida, and each agrees not to raise, and
hereby waives, any objection to or defense based on the venue of any
such court or on forum non conveniens.
11. Severability of Provisions. If any provision of this Agreement or the
application of any such provision to any person or circumstance is held
invalid, the remainder of this Agreement, and the application of such
provision other than to the extent it is held invalid, will not be
invalidated or affected thereby.
12. Waiver. No failure by either party to insist upon the strict performance of
any term or condition of this Agreement, or to exercise any right or remedy
available to it, will constitute a waiver of the same. No breach or default
of any provision of this Agreement will be waived, altered or modified, and
neither party may waive any of its rights, except by a written instrument
executed by that party. No waiver of any breach or default will affect or
alter any term or condition of this Agreement, and such term or condition
will continue in full force and effect with respect to any other then
existing or subsequent breach or default thereof.
13. Miscellaneous.
13.1 Only an instrument in writing signed by both the Company and the
Employee may amend this Agreement.
13.2 This Agreement shall be binding upon the parties and their respective
successors and assigns. The Company may, without the Employee's
consent, transfer or assign any of its rights and obligations under
this Agreement to any corporation which, directly or indirectly,
controls or is controlled by the Company or is under common control
with the Company, or to any corporation succeeding to all or a
substantial portion of the Company's business and assets; provided
that the Company shall not be released from any of its obligations
under this Agreement, and provided further that any such transferee or
assignee agrees in writing to assume all the obligations of the
Company hereunder. Except as provided above, neither the Company nor
the Employee may, without the other's prior written consent, transfer
or assign any of its or their rights or obligations under this
Agreement, and such transfer or assignment or attempt thereat without
such consent shall be null and void.
13.3 All notices under or in connection with this Agreement shall be in
writing and may be delivered personally or sent by mail, courier, fax
or other written means of communication to the parties at their
addresses and fax numbers set forth below or to such other addresses
and fax numbers as to which notice is given:
(a) if to the Company: Health Express U.S.A., Inc. 0000 X. Xxxxxxxxx
Xxxx., xxxxx 000 Xxxxxxxxx Xxx., XX 00000
(b) if to the Employee: Xxxxx Xxxxxx 0000 XX 00 Xx. #000 Xxxxxxx, XX
00000
Notice will be deemed on receipt.
13.4 Section headings are for purposes of convenient reference only and
will not affect the meaning or interpretation of any provision of this
Agreement.
This Agreement constitutes the entire agreement of the parties and
supersedes any and all prior agreements or understanding between them.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
HEALTH EXPRESS U.S.A., INC.
By: /s/ Xxxxxxx Xxxxx Date: May 28, 2004
-----------------------
Xxxxxxx Xxxxx, CEO
By: /s/ Xxxxx Xxxxxx Date: May 28, 2004
-----------------------
Xxxxx Xxxxxx, Employee
