EXHIBIT
10.1
EMPLOYMENT AGREEMENT
Employment Agreement, effective as of March 1, 1998, by and
between Staff Builders, Inc., a New York corporation ("Staff
Builders" or the "Corporation") and Xxxxxxx Xxxx who resides at 0
Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx, XX 00000 ("EMPLOYEE").
WHEREAS, Staff Builders wishes to secure the services of the
EMPLOYEE on the terms and conditions set forth below; and
WHEREAS, the EMPLOYEE represents that he has no restrictions
on employment arising out of any previous employment agreements and
the EMPLOYEE is willing to accept employment with Staff Builders on
such terms and conditions.
NOW, THEREFORE, in consideration of their mutual promises and
other adequate consideration, Staff Builders and the EMPLOYEE do
hereby agree as follows:
1. EMPLOYMENT. Staff Builders will employ the EMPLOYEE as
Senior Vice President - Corporate Controller in accordance with the
terms and provisions of this Agreement.
2. DUTIES. The EMPLOYEE shall report to the Executive
Vice President-Finance, CFO of Staff Builders and shall be
responsible to perform such duties as shall be assigned to the
EMPLOYEE by the President, Executive Vice President, CFO of Staff
Builders or their designee. The EMPLOYEE shall devote his full
business time, attention and skill such as is required for the
performance of his duties hereunder and to the advancement of the
business and interests of Staff Builders.
3. TERM. This Agreement shall be effective on March 1,
1998, and shall remain in effect until February 28, 2001, unless
terminated earlier pursuant to the terms hereof.
4. COMPENSATION.
(a) Salary. The EMPLOYEE shall be paid a salary of
$137,000 per annum during the term hereof, payable in weekly
installments. The EMPLOYEE'S salary will be reviewed by Staff
Builders on March 1, 1999.
(b) Benefits. The EMPLOYEE shall be eligible to receive
and participate in all health, medical or other insurance benefits
which Staff Builders provides or makes available to its employees.
(c) Expenses. Staff Builders shall reimburse the
EMPLOYEE for all reasonable and necessary expenses upon submission
by the EMPLOYEE of receipts, accounts or such other documents
reasonably requested by Staff Builders.
(d) Automobile Allowance. Employee shall have the use
of a 1997 Toyota Camry VIN # 0X0XX00X0XX000000 for the balance of
the lease which expires on October, 1999, thereafter for the
balance of the term of this Agreement Employee shall receive a car
allowance of $300.00 per month.
5. TERMINATION: RIGHTS AND OBLIGATIONS UPON TERMINATION.
(a) If the EMPLOYEE dies during the Term, then the
EMPLOYEE'S employment under this Agreement shall terminate. In
such event, the EMPLOYEE'S estate shall be entitled only to
compensation and expenses accrued and unpaid as at the date of the
EMPLOYEE'S death.
(b) If, as a result of the EMPLOYEE'S total incapacity
due to physical or mental illness, whether or not job related, the
EMPLOYEE is absent from his duties hereunder for 180 consecutive
days, the EMPLOYEE'S employment hereunder shall terminate. The
EMPLOYEE'S salary shall continue during such period of incapacity
until the period of 180 consecutive days has elapsed. In such
event, the EMPLOYEE shall be entitled to severance, payable as the
then weekly base salary for a period of six (6) months, and
expenses accrued and unpaid as at the date of termination of the
EMPLOYEE'S employment.
(c) The Corporation shall have the right to terminate
the EMPLOYEE'S employment under this Agreement for Cause. For
purposes of the Agreement, the Corporation shall have "Cause" to
terminate the EMPLOYEE'S employment if (i) the EMPLOYEE assigns,
pledges, or otherwise disposes of his rights and obligations under
this Agreement, or attempts to do the same without the prior
written consent of the Corporation; or (ii) the EMPLOYEE
deliberately or intentionally fails or habitually neglects to
fulfill his obligations under this Agreement (except by reason of
incapacity due to physical or mental illness or disability), has
engaged in willful misconduct or has acted in bad faith; (iii) the
EMPLOYEE has breached Section 7 of this Agreement; (iv) the
EMPLOYEE is convicted of a felony or other crime involving moral
turpitude for any act committed prior to March 1, 1998; (v) the
EMPLOYEE has perpetrated a fraud or other dishonest acts against
the Corporation at any time after March 1, 1998; or (vi) the
EMPLOYEE has engaged in deliberate or reckless acts which place the
Employer's officers, employees, customers or invitees in immediate
physical danger or deliberate or reckless acts which result in
damage to or destruction of Employer's property. If the
Corporation terminates this Agreement for Cause, the Corporation's
obligations hereunder shall cease, except for the Corporation's
obligation to pay the EMPLOYEE the compensation and expenses
accrued and unpaid as of the date of termination in accordance with
the provisions hereof.
(d) Notwithstanding anything to the contrary contained
herein, all payments owed to the EMPLOYEE upon termination of this
Agreement shall be subject to offset by the Corporation for amounts
owed to the Corporation by the EMPLOYEE hereunder or otherwise.
(e) The obligations of the Corporation and the EMPLOYEE
pursuant to this Section 5 shall survive the termination of this
Agreement.
6. NOTICES. Any written notice permitted or required under
this Agreement shall be deemed sufficient when hand delivered or
posted by certified or registered mail, postage prepaid, and
addressed to:
if to Staff Builders: Staff Builders, Inc.
0000 Xxxxxx Xxxxxx
Xxxx Xxxxxxx, Xxx Xxxx 00000
Attn.: Executive Vice President-Finance
if to the EMPLOYEE:
Xxxxxxx Xxxx
0 Xxxxxxx Xxxxx
Xxxx Xxxxxxxxx, XX 00000
Either party may, in accordance with the provisions of this
Section, give written notice of a change of address, in which event
all such notices and requests shall thereafter be given as above
provided at such changed address.
7. CONFIDENTIALITY OBLIGATIONS; NON-COMPETITION BY
EMPLOYEE.
(a) The EMPLOYEE acknowledges that in the course of
performing his duties hereunder, he will be made privy to
confidential and proprietary information. The EMPLOYEE covenants
and agrees that during the term of this Agreement and at any time
after the termination of this Agreement, he will not directly or
indirectly, for his own account or as an employee, officer,
director, partner, joint venturer, shareholder, investor, or
otherwise, disclose to other or use for his own benefit or cause or
induce others to do the same, any proprietary or confidential
information or trade secrets of Staff Builders, including but not
limited to, any matters concerning the business or operations of
Staff Builders, including its plans, procedures or methods of
operations, any Staff Builders' lists of clients or business
contacts, any information concerning specialty programs or business
development, other work product or records of Staff Builders, other
than in the performance of his duties hereunder.
(b) The EMPLOYEE agrees that, during the term hereof and
for eleven (11) months following the termination hereof (the
"Restrictive Covenant Period"), he will not, within the United
States (A) directly or indirectly solicit, recruit or hire any
employee of Staff Builders to leave the employ of Staff Builders;
or (B) solicit any client or customer of Staff Builders to
terminate or modify its business relationship with Staff Builders.
(c) The foregoing restrictions on the EMPLOYEE set forth
in this Section 7 shall be operative for the benefit of Staff
Builders and of any business owned or controlled by Staff Builders,
or any successor or assign of any of the foregoing.
(d) EMPLOYEE acknowledges that the restricted period of
time and geographical area specified in this Section 7 is
reasonable, in view of the nature of the business in which Staff
Builders is engaged and the EMPLOYEE'S knowledge of Staff Builders'
business. Notwithstanding anything herein to the contrary, if the
period of time or the geographical area specified in this Section
7 should be determined to be unreasonable in a judicial proceeding,
then the period of time and territory of the restriction shall be
reduced so that this Agreement may be enforced in such area and
during such period of time as shall be determined to be reasonable.
(e) The parties acknowledge that any breach of this
Section 7 will cause Staff Builders irreparable harm for which
there is no adequate remedy at law, and as a result of this, Staff
Builders shall be entitled to the issuance of an injunction,
restraining order or other equitable relief in favor of Staff
Builders restraining EMPLOYEE from committing or continuing any
such violation. Any right to obtain an injunction, restraining
order or other equitable relief hereunder shall not be deemed a
waiver of any right to assert any other remedy Staff Builders may
have at law or in equity.
(f) For purposes of this Section 7, the term "Staff
Builders" shall refer to the Corporation and all of its parents,
subsidiaries and affiliated corporations.
8. JURISDICTION. The EMPLOYEE consents to the jurisdiction
of the Supreme Court of the State of New York or of any Federal
Court in the City of New York for a determination of any dispute as
to any matters whatsoever arising out of or in any way connected
with this Agreement and authorizes the service of process on his by
registered mail sent to him at his address shown on the records of
Staff Builders.
9. HANDBOOK; GROUP INSURANCE PROGRAM BOOKLET. The EMPLOYEE
acknowledges receipt of Staff Builders Employee Handbook and Group
Insurance Program booklet (together, the "Handbook"). The terms of
the Handbook are incorporated herein by reference.
10. BINDING EFFECT. This Agreement shall bind and inure to
the benefit of Staff Builders, its successors and assigns and shall
inure to the benefit of, and be binding upon, the EMPLOYEE, his
heirs, executors and legal representatives.
11. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall in no way affect the validity or
enforceability of any other provision, or any part thereof.
12. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement between the parties hereto pertaining to the subject
matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations, and discussions, whether
oral or written, of the parties.
14. MODIFICATION, TERMINATION OR WAIVER. This Agreement may
only be amended or modified by a written instrument executed by the
parties hereto. The failure of any party at any time to require
performance of any provision of this Agreement shall in no manner
affect the right of such party at a later time to enforce the same.
IN WITNESS WHEREOF, Staff Builders and the EMPLOYEE have
executed this Employment Agreement as of the date first above
written.
STAFF BUILDERS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx, President
EMPLOYEE
By: s/s Xxxxxxx X. Xxxx
Xxxxxxx Xxxx
