EXHIBIT 10.2
EMPLOYMENT AGREEMENT
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THIS AGREEMENT entered into on this the 31 day August 2001 by and between
Dynamic Imaging Group, Inc., a Florida corporation, having its principal place
of business at 0000 X. Xxxxx Xxxx., Xxxx Xxxxxxxxxx, Xxxxxxx 00000 (herein after
referred to as "THE COMPANY") and Xxxxxx Xxxxx (herein after referred to as
"EXECUTIVE").
WHEREAS, THE COMPANY desires to employ EXECUTIVE as a Director and
Secretary, and the EXECUTIVE is willing to accept employment, all subject to the
terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
as well as other valuable considerations, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Employment Term: Subject to the terms and conditions hereof THE COMPANY
hereby employs EXECUTIVE and EXECUTIVE hereby accepts employment by THE COMPANY
for a period commencing on the 31st day of August, 2001 and continuing until
August 30, 2002. This AGREEMENT shall automatically be extended at the end of
its term for an additional 1-year period unless EXECUTIVE gives written notice
of intent not to extend the AGREEMENT 60 days prior to the end of the term of
the AGREEMENT or EXECUTIVE'S agreement is terminated by a majority vote of the
Board of Directors.
2. Duties: EXECUTIVE shall serve THE COMPANY as Secretary reporting directly to
the Board of Directors of THE COMPANY. EXECUTIVE shall serve and prepare all
documentation demeaned necessary and which are related directly or indirectly to
his position as Secretary.
2.1 EXECUTIVE shall perform such executive, administrative, development,
marketing, programming and other duties as are indicative of the office he holds
and as may, from time to time, be assigned to him by the Board of Directors. He
shall devote such time which is reasonable and necessary for the performance of
his position.
3. Compensation: As base compensation for the services to be rendered by
EXECUTIVE hereunder, THE COMPANY shall pay EXECUTIVE in Dynamic Imaging Group,
Inc., as of August 31, 2001 Forty Eight Thousand Dollars ($48,000.00) per year.
In addition, the EXECUTIVE will receive a bonus of 20% of net profit of the
Company, to a maximum of one hundred and twenty thousand dollars ($120,000), and
4% of the net profit thereafter. EXECUTIVE will receive the option to purchase
at par, 500,000 shares of common stock in THE COMPANY. THE COMPANY will provide
the EXECUTIVE with an automobile for his sole use while employed with the
Company. The type and budget for this vehicle will be determined by a majority
vote of the Board of Directors. THE COMPANY will pay all expenses affiliated
with the operation of said vehicle.
3.1 Vacation and Benefits: EXECUTIVE shall receive 3 weeks paid vacation for the
first year of employment and an additional week of vacation for each additional
year of employment with a maximum of 6 (six) weeks per year. Should EXECUTIVE
elect not to utilize any or all of his vacation time, the Company will pay
executive his proportionate base salary for each vacation week not taken.
EXECUTIVE may accrue vacation time at his own discretion. THE COMPANY will
provide for the EXECUTIVE and his family paid major medical and dental insurance
as well as other benefits offered by the Company to it's employees.
4. Termination on Disability or Death:
a) In the event that the EXECUTIVE, due to physical or mental disability
or incapacity, is unable to substantially perform his duties hereunder, The
EXECUTIVE may, upon 10 days prior written notice, terminate this AGREEMENT and
be excused from any further acts to be performed pursuant to this AGREEMENT. THE
COMPANY agrees to maintain at it's expense a disability policy payable to the
EXECUTIVE upon the occurrence of any of the above situations and in an amount
sufficient to compensate the EXECUTIVE for his base salary, and all benefits for
which he is entitled under this contract for as long as he is disabled or
incapacitated.
b) THE COMPANY will maintain, at it's expense, a life insurance policy
sufficient to pay the EXECUTIVEs survivors the full amount of the EXECUTIVEs
ownership in the Company, as well as the balance of any compensation owed the
EXECUTIVE in accordance with this agreement. THE COMPANY will purchase
additional life insurance as the amounts and types of compensation due the
EXECUTIVE change. The beneficiary on all insurance policies shall be the spouse
of the EXECUTIVE. In the case of the EXECUTIVE not being married, the
beneficiary shall be any other designate of the EXECUTIVE.
5. TERMINATION OF EMPLOYEE'S EMPLOYMENT BY EMPLOYER
(a) For Cause. The EMPLOYER shall have the right to terminate the
employment of EMPLOYEE under this AGREEMENT prior to the expiration of the Term
only in the manner set forth in this Section 5 and only if EMPLOYEE shall have
committed any of the following acts during the duration of this contract (any
such act being hereinafter referred to as "Cause"):
(1) EMPLOYEE'S failure, within thirty (30) days after written notice
from the EMPLOYER, to cure any material breach of, or failure to
perform his duties or his other obligations under, this AGREEMENT;
(2) EMPLOYEE commits an act of embezzlement, intentional harm, fraud,
dishonesty, breach of fiduciary duty, unfair competition or
deliberate disregard of the written rules and policies of the
EMPLOYER which results in material loss, damage or injury to
EMPLOYER or DIGI;
(3) EMPLOYEE'S unauthorized use or disclosure of any trade secret or
confidential information of the EMPLOYER that has a material adverse
effect on EMPLOYER or DIGI;
(4) EMPLOYEE shall have materially breached any other agreement with the
EMPLOYER, including any Confidentiality AGREEMENT, or engaged in
sexual harassment of, or other illegal conduct with regard to
EMPLOYER'S or DIGI'S employees or contractors;
(5) EMPLOYEE'S death; or
(6) EMPLOYEE'S conviction of or pleading nolo contendere to any felony.
(b) Without Cause. Except as specifically provided in Section 5 (a), every
termination of this AGREEMENT by Employer prior to the expiration of the Term of
AGREEMENT shall be deemed to be without cause. Furthermore, any change in the
effective control of the EMPLOYER or in the ownership of a substantial portion
of the EMPLOYER'S assets shall be deemed a termination of this AGREEMENT by
EMPLOYER without cause.
6. Confidentiality: EXECUTIVE understands and hereby acknowledges that as a
result of his employment with THE COMPANY, he will necessarily become informed
of, and have access to certain valuable and confidential information of THE
COMPANY and any of its subsidiaries, joint ventures and affiliates, including,
without limitations, trade secrets, technical information, know-how, plans,
specifications, identity of customers and suppliers, and that such information,
even though it may be developed or otherwise acquired by EXECUTIVE in trust and
solely for The Companies benefit. Accordingly, EXECUTIVE hereby agrees that he
shall not at any time either during or subsequent to his employment hereunder,
use, reveal, report, furnish transfer or otherwise disclose to any person,
corporation or other entity, any of The Companies confidential information
without the prior written consent of THE COMPANY.
6.1 Upon the termination of his employment with THE COMPANY for any reason
whatsoever, EXECUTIVE shall promptly deliver to THE COMPANY all drawings,
manuals, letters, notes, notebook, reports, computer diskettes and copies
thereof and all other materials, including, without, limitation, those of a
secret and confidential nature, relating to The Companies business which are in
EXECUTIVE possession or control.
7. Non-Competition: EXECUTIVE agrees that, during the term of this AGREEMENT,
not, directly or indirectly:
(a) Solicit or attempt to solicit business of any customers of THE COMPANY.
(b) Otherwise divert or attempt to divert from THE COMPANY any business
whatsoever:
(c) Solicit or attempt to solicit for any business endeavor any employee of THE
COMPANY.
(d) Interfere with any business relationship between the Company and any other
person; or
(e) Render any services as an officer, director, employee, partner, lender or in
connection with any person who is so engaged.
8. Remedies: Because THE COMPANY does not have an adequate remedy at law to
protect its business from EXECUTIVE's competition or to protect its interest in
its trade secrets, privileged, proprietary or confidential information and
similar commercial assets, THE COMPANY shall be entitled to injunctive relief,
in addition to such other remedies and relief that would, in the event of a
breach of the provisions of Section 7 and 8, be available to THE COMPANY. In the
event of such a breach, in addition to any other remedies, THE COMPANY shall be
entitled to receive from EXECUTIVE payment of, or reimbursement for, its
reasonable attorney's fees and disbursements incurred in enforcing any such
provisions.
9. Survival: The provisions of Section 6, 7, and 8 shall survive termination of
this AGREEMENT.
10. Entire AGREEMENT: This AGREEMENT sets forth the entire understanding of the
parties and mergers and supersedes any prior or contemporaneous AGREEMENTs
between the parties pertaining to the subject matter hereof. This AGREEMENT may
not be changed or terminated orally, and no change, termination or attempted
waiver of any provisions hereof shall be binding unless in writing and signed by
the party against whom the same is sought to be enforced; provides, however,
that the EXECUTIVE's compensation may be increased at any time by THE COMPANY
without in any way affecting any of the terms and conditions of this AGREEMENT,
which in all other respects shall remain in full force effect. Failure of a
party to enforce one or more of the provisions of this AGREEMENT or to require
at any time performance of any obligations hereof shall not be construed to be a
waiver of such provisions by such party nor to in any way affect the validity of
this AGREEMENT of such party's right thereafter to enforce any provision of this
AGREEMENT, nor to preclude such party from taking any other action at any time
which it would legally be entitled to take.
11. Successors and Assigns: Neither party shall have the right to assign this
personal AGREEMENT, or any rights or obligations hereunder, without the consent
of the other party; provided, however, that upon the sale of all or
substantially all of the assets, business and goodwill of THE COMPANY to another
entity, or upon the merger or consolidation of THE COMPANY with another entity,
this AGREEMENT shall inure to the benefit of, and be binding upon, both
EXECUTIVE and the entity purchasing such assets, business and goodwill, or
surviving such merger or consolidation, as the case may be, in the same manner
and to the same extent as though such other entity were THE COMPANY. Subject to
the foregoing, this AGREEMENT shall inure to the benefit of, and bind, the
parties hereto and their legal representatives, heirs, successors and assigns.
12. Additional Acts: EXECUTIVE and THE COMPANY each agrees that they shall, as
often as requested to do so, execute, acknowledge and deliver and file, or cause
to be executed, acknowledge and delivered and filed, any and all further
instruments, AGREEMENTs or documents as may be necessary or expedient in order
to consummate the transactions provided for in this AGREEMENT and do any and all
further acts and things as may be necessary or expedient in order to carry out
the purpose and intent of this AGREEMENT.
13. Communications: All notices, request, demands and other communications under
this AGREEMENT shall be in writing and shall be deemed to have been given at the
time when mailed in any United States post office enclosed in a registered or
certified postage prepaid envelope and addressed to the addresses set forth at
the beginning of this AGREEMENT, or to do such other address as any party may
specify by notice to the other party; provided, however, that any notice of
change of address shall be effective only upon receipt.
14. Construction: The headings of the paragraphs of this AGREEMENT have been
inserted for convenience of reference only and shall in no way restrict or
otherwise affect the construction of the terms or provisions hereof. References
in this AGREEMENT to Sections are sections of this AGREEMENT.
15. Counterparts: This AGREEMENT may be executed in multiple counterparts, each
of which shall be deemed to be one and the same instrument.
16. Attorney's Fees: In any action to enforce the provision of this AGREEMENT,
the prevailing party shall be entitled to reimbursement of reasonable attorney's
fees and cost from the non-prevailing party.
17. Severability: If any provision of this AGREEMENT is held to be invalid or
unenforceable by a court or tribunal of competent jurisdiction, such invalidity
or unenforceability shall not affect the validity and enforceability of the
other provision held to be invalid or unenforceable shall be carried out as
nearly as possible according to its original terms and intent to eliminate such
invalidity or unenforceability.
18. Governing Law: This AGREEMENT is made and executes and shall be governed by
the laws of the State of Florida.
19. Indemnification: THE COMPANY agrees to indemnify and hold EXECUTIVE harmless
for any action taken by EXECUTIVE within the scope of his employment which THE
COMPANY authorizes or directs EXECUTIVE to take.
IN WITNESS WHEREOF, the parties hereto have duly executed this AGREEMENT as of
the date first set forth.
Dynamic Imaging Group, Inc.
By:
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Xxxx X. Xxxxxx, Director
By:
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Xxxxxx Xxxxxx, Director
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Xxxxxx Xxxxx, EXECUTIVE
Date:
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