EXHIBIT 10
EMPLOYMENT AGREEMENT BETWEEN THE COMPANY
AND XXXX X. XXXXXXX DATED MAY 20, 1999
EMPLOYMENT AGREEMENT
AGREEMENT dated this 20th day of May, 1999, between PageActive Holdings,
Inc. (the "Employer") and Xxxx X. Xxxxxxx (the "Employee").
1. EMPLOYMENT. The Employer employs the Employee and the Employee accepts
employment upon the terms and conditions of this Agreement.
2. TERM. The term of this Agreement shall begin on 20 May, 1999, and
shall continue at will.
3. COMPENSATION. The Employer shall pay the Employee for all services
rendered a salary of $60,000 a year, payable in equal bi-weekly installments.
Salary payments shall be subject to withholding and other applicable taxes. In
addition, Employer shall pay Employee a reasonable monthly automobile allowance
and shall pay for the reasonable costs of medical insurance coverage on behalf
of Employee.
4. STOCK OPTION. Employee shall have the right to purchase up to 500,000
shares of common stock of Employer regardless of Employee's employment status
with Employer for 10 cents per share.
5. DUTIES. The Employee shall be employed as President and Director.
6. EXTENT OF SERVICES. The Employee shall devote a reasonable amount of
his time and attention to the Employer's business.
7. DISCLOSURE OF INFORMATION. The Employee acknowledges that the list of
the Employer's Customers and Employer's Pricing are valuable, special, and
unique assets of the Employer's business. The Employee shall not, during and
after the term of his employment disclose all or any part of the Employer's
Customer List or Pricing to any person, firm, corporation, association, or other
entity for any reason or purpose. In the event of the Employee's breach, or
threatened breach, of this paragraph, the Employer shall be entitled to a
preliminary restraining order and an injunction restraining and enjoining
Employee from disclosing all or any part of the Employer's Customer List and
Pricing and from rendering any services to any person, firm, corporation,
association, or other entity to whom all or any part of such Customer List and
Pricing has been, or is threatened to be, disclosed. In addition to or in lieu
of the above, the Employer may pursue all other remedies available to the
Employer for such breach, or threatened breach, including the recovery of
damages for the Employee.
8. VACATIONS. The Employee shall be entitled each year to a vacation of
three weeks, during which time his compensation shall be paid in full.
9. TERMINATION WITHOUT CAUSE. The Employer may, without cause, terminate
this Agreement at any time. In that event, the Employee, if requested by the
Employer, shall continue to render his services and shall be paid his regular
compensation up to the date of termination. The Employee may without cause
terminate this Agreement by giving 30 days' written notice to the Employer. In
either event, the Employee shall continue to render his services and shall be
paid his regular compensation up to the date of termination, but he shall not
receive any severance allowance.
10. VENUE. Any and all disputes concerning this Agreement must be
litigated in Circuit Court in Palm Beach County, Florida.
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11. ATTORNEY'S FEES; COSTS. In any litigation concerning this Agreement,
the prevailing party in such litigation shall be entitled to receive from the
non-prevailing party, reasonable attorney's fees and costs and expenses.
12. ENTIRE AGREEMENT. This Agreement supersedes all other agreements
previously made between the parties relating to its subject matter. There are no
other understandings or agreements.
13. NOTICES. Any notice required or desired to be given under this
Agreement shall be deemed given if in writing sent by certified mail to Employee
x/x Xxxxx X. Xxxxxxx, Xxx., 000 Xxxxx Xxxx Xxx, Xxxxx 000, Xxxx Xxxxx, XX 00000
and Employer c/o Xxxx X. Xxxxxxxx, Esq., Xxxxxxx & Xxxxxxxx, Ltd., 0000 Xxxx
Xxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000.
14. WAIVER OF BREACH. The Employer's waiver of a breach of any provision
of this Agreement by the Employee shall not operate or be construed as a waiver
of any subsequent breach by the Employee. No waiver shall be valid unless in
writing and signed by an authorized officer of the Employer.
15. ASSIGNMENT. The Employee acknowledges that his services are unique
and personal. Accordingly, the Employee may not assign his rights or delegate
his duties or obligations under this Agreement. The Employer's rights and
obligations under this Agreement shall inure to the benefit of and shall be
binding upon the Employer's successors and assigns.
16. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Florida.
17. HEADINGS. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties have executed this Agreement on the
aforesaid date.
PAGEACTIVE HOLDINGS, INC. EMPLOYEE
By: /s/ Xxxxxxx Xxxxxx /s/ Xxxx X. Xxxxxxx
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Xxxxxxx Xxxxxx, Secretary Xxxx X. Xxxxxxx
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