Exhibit 10.1
EMPLOYMENT AGREEMENT
AGREEMENT dated June 1, 2003, between Direct Casket Delivery and Distribution
Corporation ( the "Company") and Xxx X. Xxxxxxxx ( the "Employee").
1. The Company employs the Employee as President, and the Employee agrees
to be employed, on the following terms and conditions:
2. TERM OF EMPLOYMENT. Subject to the provisions for earlier termination
herein, employment will begin on June 1, 2003 and continue for a period of five
years.
3. SALARY AND OTHER COMPENSATION. The Company shall pay Employee a "base
salary" of $104,000 per year, payable every two weeks. Base salary shall be
increased to $156,000 per year commencing January 1, 2005. Thereafter, base
salary shall be increased by at least 5% per annum during the balance of the
initial term of this agreement. The Employee's base salary shall not be
decreased at any time during the term of this agreement unless the Employee
agrees otherwise in writing. However, no salary shall be paid under the terms of
this agreement until such time as the Company has available at least $200,000 in
working capital on hand. Further, base salary shall not increase to $156,000 per
year on January 1, 2005 unless and until the Company has $300,000 in working
capital on hand and annual gross revenues of at least $400,000. Participation in
deferred compensation, discretionary bonuses, retirement and other employee
benefit plans shall not reduce the base salary payable to the Employee.
4. DUTIES AND POSITION. Employee's duties will be as set forth by the
Board of Directors. The Employee's duties may be reasonably changed, increased
or reduced at the Company's discretion, consistent with the Employee's
educational background, experience and abilities. The Company shall own all of
the work done by the Employee for the Company.
5. EMPLOYEE SHALL DEVOTE FULL TIME TO COMPANY. The Employee will
devote full time and attention to the business of the Company, however nothing
contained within this agreement shall require the employee to be physically
present at the offices of the Company for any minimum period of time per week.
6. CONFIDENTIALITY OF CUSTOMER LIST. Since the list of the Company's
customers is a valuable, special and unique asset of the Company, the Employee
agrees that during or after the term of his or her employment, not to reveal the
list, or any part of it, or other trade secret to any person, firm, corporation,
association, or any other entity. The Company shall be entitled to restrain the
Employee from disclosing the list, or any other trade secret, or from rendering
any services to any entity to whom the list has been or is threatened to be
disclosed. The right to an injunction is not exclusive, and the Company may
pursue any other remedies it has against the Employee for a breach or threatened
breach of this condition, including the recovery of damages.
7. EXPENSE REIMBURSEMENT. The Company shall reimburse the Employee for
all business expenses within 30 days after the Employee presents an account.
Such expenses shall be incurred in accordance with the policies established by
the Company. Any expenditure in excess of $250.00 must be pre-approved by the
Company.
8. VACATION. The Employee is entitled to an annual vacation of four
weeks, or such longer period as the Board may approve, at full pay. The Employee
shall take his yearly vacation at a time convenient to the Company.
9. DISABILITY. If the Employee cannot perform his duties due to illness
or incapacity for more than 120 days, the Company may terminate the Employee.
During the disability period of 120 days, the employee shall continue to receive
his base salary. The Company will, when in the discretion of the Board of
Directors it is financially sound to do so, purchase Company-paid disability
insurance for the benefit of the Employee.
10. TERMINATION OF AGREEMENT.
(A) The Company may terminate this agreement at any time due to the
death of the Employee, disability of the Employee as defined herein for a period
of greater than 120 days, or for "cause". Cause shall be defined as (1) willful
misconduct by the Employee that causes actual and substantial damage to the
business and operations of the Company, or (2) conviction of the Employee of a
Felony.
(B) Employee may terminate this agreement upon thirty days written
notice to the Company.
11. OTHER BENEFITS. The Company will pay to the Employee's estate, any
money due to the employee under the terms of this agreement should the employee
die during the term hereof as if the employee had survived. The Employee shall
be entitled to participate in any plan of the Company relating to stock options,
restricted stock, employee stock purchase or ownership, pension, thrift, profit
sharing, education, retirement or any other employee benefit plans or
arrangements that the Company has adopted or will adopt for the benefits of its
employees. At the present time the Company does not have an employee stock
option or employee bonus plan.
12. NON-COMPETITION, OTHER CONDITIONS. As a condition of employment, if
the Employee leaves the Company, or if the Employee is terminated by the Company
for cause, then for twelve months the Employee shall not, directly or indirectly
work for, act as an independent contractor for, own, manage, operate, or control
any business similar to that conducted by the Company operating in the same
geographic territories as the Company.
13. EFFECT OF PRIOR AGREEMENT. This agreement supersedes any prior
agreement between the Company and the Employee.
14. SETTLEMENT BY ARBITRATION. Any claim or controversy that arises out
of or relates to this agreement, or the breach thereof, will be settled by
arbitration in accordance with the prevailing rules of the American Arbitration
Association by a one-arbitrator panel sitting in Miami, Florida, U.S.A. using
Florida law. Judgment upon the award rendered may be entered in any court
possessing jurisdiction of arbitration awards.
15. LIMITED EFFECT OF WAIVER. If the Company or the Employee waives a
breach of any provision of this agreement, that waiver will not operate or be
construed as a waiver of any succeeding breach.
16. SEVERABILITY. If, for any reason, any provision of this agreement
is held invalid, the other provisions of this agreement will remain in effect,
insofar as is consistent with law. If this agreement is held invalid or cannot
be enforced, then the prior agreement between the Company and the Employee will
be deemed reinstated.
17. ASSUMPTION OF AGREEMENT BY SUCCESSORS AND ASSIGNEES. The rights and
obligations under this agreement will inure to the benefit and be binding upon
the parties and their successors and assignees.
18. ORAL MODIFICATIONS NOT BINDING, BOARD APPROVAL REQUIRED. This
instrument is the entire agreement. Oral changes will have no effect. This
agreement may be altered only by a written agreement signed by the party against
whom enforcement of any waiver, change, modification, extension, or discharge is
sought. The Employee is advised that Direct Casket Delivery and Distribution
Corporation is a public company with an independent Board of Directors. This
agreement is not binding upon the Company until approved by the Company Board.
IN WITNESS WHEREOF, the parties have executed this agreement on June 1,
2003.
Direct Casket Delivery and Distribution Corporation
By: /s/ Xxx X. Xxxxxxxx, Pres.
---------------------------
AUTHORIZED SIGNATURE
/s/ Xxx X. Xxxxxxxx
---------------------------
Xxx X. Xxxxxxxx
Employee
