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REGISTRY MAGIC, INC. EMPLOYMENT AGREEMENT
THIS AGREEMENT between Registry Magic (the "Company") and Xxxxx Xxxxxxxxx (the
"Executive") as of this date Oct. 20, 1999.
1. For good consideration, the Company employs the Executive on the following
terms and considerations.
2. Term of Employment: Subject to the provisions for termination set forth
below this agreement will begin on October 20, 1999, and shall terminate on
October 20, 2000 this agreement with automatically renew itself for one
year until October 20, 2001 unless determined otherwise by the Board of
Directors subject to provisions for termination set forth in this
agreement.
3. Salary: The Company shall pay Executive a salary of $175,000 per year, for
the services of the Executive, payable semi-monthly. Other salary increases
shall be determined by agreement of the Board of Directors or a defined
compensation committee.
4. Other Compensation and Benefits:
a) Bonuses: The Executive may receive such incentive bonus
compensation, if any, as the Company shall deem appropriate.
b) Profit Sharing: The Executive may participate in all corporate
profit sharing plans when they are defined by the Company.
c) Stock and Options: The Executive may receive additional Company
stock and stock options as the Company shall deem appropriate.
d) Health Care: The Company will provide the Executive with family
medical health coverage per Company policy.
e) Benefits, General: The Executive is entitled to participate in any
executive or Company wide benefit plan as defined by the Company.
f) Exercise of Stock Options: During the term of this agreement except
for Termination for Cause, Executive shall be entitled to exercise
any options granted to him during the course of employment with
Company: In the event of Death, Change of Control, Voluntary
Termination or Non-Renewal, Executive shall have the right to
exercise all options granted to him prior to the date of termination
or non-renewal. In the event of death, the options granted to the
Executive shall be exercisable by the Executive's beneficiary.
5. Duties and Position: The Company agrees to employee the Executive in the
capacity of President, Chief Executive Officer, of the Company. The
Executive's duties may be reasonably modified consistent with his skills
and experience.
6. Executive full time: The Executive as Chief Executive Officer will
participate on a daily basis in the operation of the Company. During the
term of this employment agreement, given written notice to the Board of
Directors, the Executive may participate on the Boards of other companies
not in competition with the Company.
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7. Confidentiality of Proprietary Information: Executive agrees, during or
after the term of this employment, not to reveal confidential information,
trade secrets, business opportunities and proposals, products, methods,
systems and research, the names and addresses of customers, investors and
suppliers, prices charged and paid by the Company or its customers, designs
and specifications, customer files and records, services, operating
procedures, financial records of the Company and customers, to any person,
firm, corporation, or entity. Should Executive reveal or threaten to reveal
this information the Company shall be entitled to an injunction restraining
the Executive from disclosing same, or from rendering any services to any
entity to whom said information has been or is threatened to be disclosed.
The right to secure an injunction is not exclusive, and the Company may
pursue any other remedies it has against the Executive for a breach or
threatened breach of this condition, including the recovery of damages from
the Executive.
8. Reimbursement of Expenses: The Executive may incur reasonable expenses for
furthering the Company's business, including expensed for entertainment,
travel and similar items. The Company shall reimburse Executive for all
business expenses after the Executive presents an itemized account of
expenditures, pursuant to Company policy.
9. Vacations and Holidays: During the term of this employment agreement, the
Executive shall be entitled to annual paid vacation in accordance with
standards and procedures established by the Company. In the event that the
Executive does not take all the vacation to which he is entitled in a year,
he shall be entitled to carry forward up to two weeks thereof in any one or
more of the following years of his term. Executive shall be entitled to all
holidays designated by the Company.
10. Disability: If Executive cannot perform his duties because of illness or
incapacity in a period of more than 8 weeks, the compensation otherwise due
during said illness or incapacity will be reduced by 50%. The Executive's
full compensation will be reinstated upon return to work. However, if the
Executive is absent from work for any reason for a continuous period of
over 6 months, the Company may terminate the Executive's employment. In the
event of termination the Executive is entitled to any unpaid compensation,
bonuses, benefits and vacation pro-rated to the date of termination.
11. Termination of Employment:
FOR CAUSE: The Company may terminate the Executive without notice or any
payment or compensation in lieu of notice for cause, which without limiting
the generality of the foregoing, shall include:
1) If there is a repeated failure on the part of the Executive to
perform the material duties of his position in a competent manner.
2) If Executive is convicted of a criminal offense involving fraud or
dishonesty or any offense similar thereto.
3) Fraud or Conversion relative to the Company.
4) If the Executive fails to honor his fiduciary duties to the Company
including without limiting the foregoing, his duty to act in the
best interests of the Company in a material manner.
5) If the Executive or any related person or group makes any personal
profit arising out of or in connection with a transaction to which
the Company is party without making disclosure to and obtaining the
prior written consent of the Board of Directors of excluding
herefrom any transaction involving profit sharing, increase in the
value of current shareholdings, share option or share purchase
plans.
FOR DEATH:
1) This agreement shall terminate without notice upon the Executive's
death.
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2) The Executive's beneficiary shall be entitled to any unpaid
compensation, bonuses, benefits and vacation pro-rated to the end
of the month in which the death occurs.
VOLUNTARY TERMINATION:
1) The Executive shall be entitled to compensation, bonuses, benefits
and vacation pro-rated to the date of termination.
TERMINATION NOT FOR CAUSE EFFECTIVE ON CHANGE OF CONTROL: Change of Control
shall mean any change in the holding, direct or indirect shares of the
Company as a result of which a person or group of persons, are in a
position to exercise effective control of the Company and do exercise their
vote contrary to the interests of management. In the event the Executive
has not been terminated for cause, then upon a Change of Control, if the
Executive is not re-employed by the new management with salary and benefits
equal to the current company, then the Executive will be paid the aggregate
of all unpaid compensation, bonuses, benefits and vacation pro-rated to
that date in addition to a lump sum payment equivalent to one years salary
at the Executive's salary as of the termination date.
NON-RENEWAL: In the event Agreement is not renewed for other reasons than
Cause, Executive shall be entitled to those rights as if there had been a
Change of Control.
COMPANY STOCK AND OPTIONS UPON TERMINATION: See section 4-f of this
agreement.
NOTICE OF TERMINATION: This employment agreement may upon thirty days
notice at the option of the Executive, be terminated upon the happening of
any of the following events: Whenever the Executive and the Company shall
mutually agree in writing to terminate this agreement. Acts of material
breach of any provision of this agreement.
12. Restriction on Post Employment Competition: For a period of 12 months after
the end of employment, the Executive shall not control, consult to or be
employed by any business similar to that conducted by the Company. In
addition, for a period of 12 months after the end of employment, the
Executive will not directly or indirectly solicit or take away any of its
accounts, customers, employees, or clients. The Executive shall also not
hold more than 5% of the issued outstanding common stock of a competitor of
the Company. In the event that the Company imposes the above 12 month
restriction against such control, ownership, consulting or employment by
any similar business, the Executive shall be compensated for 12 months
salary at his current salary level to be paid in full within 30 days of
termination of employment. The Company may decide to shorten the restricted
period from 12 months to 6 months, thus lowering the compensation to the
Executive to 6 months salary. At the option of the Company, section 12
maybe deemed unnecessary thus requiring no payment to the Executive related
to this section.
13. Assistance in Litigation: Executive shall upon reasonable notice, furnish
such information and proper assistance to the Company as it may reasonably
require in connection with any litigation in which it is, or may become, a
party either during or after employment.
14. Effect of Prior Agreements: This agreement supersedes any prior agreement
between the Company or any predecessor of the Company and Executive, except
that this agreement shall not affect or operate to reduce any benefit or
compensation to the Executive of a kind else- where provided and not
expressly provided in this agreement.
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15. Settlement by Arbitration: Any claim or controversy that arises out of or
relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court
with jurisdiction in Palm Beach County, Florida. In the event any effort to
obtain an equitable remedy, such matters shall be determined in a court of
equity jurisdiction in Palm Beach County, Florida.
16. Limited Effect of Waiver by Company: Should Company waive breach of any
provision of this agreement by the Executive, that waiver will not operate
or be construed as a waiver of further breach by the Executive.
17. Applicable Law - Severability: This Agreement shall be governed by and
construed pursuant to the laws of the State of Florida, where it is made
and executed. If any terms or part of this agreement shall be determined to
be invalid, illegal, or unenforceable in whole or in part, the validity of
the remaining part of such term or the validity of any other term of this
agreement shall not in any way be affected. All provisions of this
Agreement shall be construed to be valid and enforceable to the full extent
permitted by law.
18. Assumption of Agreement by Company's Successors and Assignees: The
Company's rights and obligations under this agreement will inure to the
benefit and be binding upon the Company's successors and assignees.
19. Oral Modifications Not Binding: This instrument is the entire agreement of
the Company and the Executive. Oral changes shall have no effect. It 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.
20. Company Records: All books, records and documents relating to Company's
business shall be the permanent property of the Company. The Executive
shall not be entitled to retain any copies thereof not withstanding his
participation therein. Unless required by service of legal process, no
other Company records shall be displaced or delivered to, or any
information therefrom disclosed, to any person not connected with the
Company except in strict accordance with the rules of the Company from time
to time established. The Company shall provide Executive reasonable access
to all personnel records relating to Executive's employment hereunder. In
the event of termination of the Executive for any reason, all books,
records, documents, designs and specifications will be returned to the
Company.
Signed this 10 day of November, 1999
S/ XXXXX XXXXX, CHAIRMAN OF THE BOARD
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Company
S/ XXXXX XXXXXXXXX PRESIDENT AND CEO
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Executive
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