EMPLOYMENT AGREEMENT
AGREEMENT, dated as of May 27, 1999 between XXXXXXXXXX.xxx, Inc., a Florida
corporation (the "Company") with its principal place of business located at
00000 Xxxxxxx Xxxxx Xxx, Xxxx Xxxxx, XX. 00000 and Xxxxxxx X. Xxxxx (the
"Executive") whose address is 00000 Xxxxxxx Xxxxx Xxx, Xxxx Xxxxx, XX. 00000.
W I T N E S S E T H :
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WHEREAS, the Company and the Executive desire that he shall be employed
by the Company as President and Chief Executive Officer and as a Director of the
Company upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premise and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
covenant and agree as follows:
1. Term of Employment.
The Company shall employ the Executive and the Executive accepts
employment by the Company on the terms and conditions hereof contained for a
period commencing on this date and ending one years from the date of this
Agreement.
The initial period, together with any mutually agreed extensions, shall be
called the "Employment Period".
2. Duties
(a) The Executive shall serve as the President and Chief Executive
Officer of the Company, and shall perform such services and duties for the
Company as may be reasonably assigned or delegated to him by the Board of
Directors of the Company in such areas consistent with the Executive's position
as the Board of Directors shall designate. The Executive shall have such
reasonable responsibilities, duties, authority and control as shall be
consistent with his executive position, including such duties and authority as
would enable him to exert a reasonable degree of control in directing the
operation of the Company for which he will be responsible, subject at all times
to the ultimate authority, control and direction of the Board of Directors.
(b) The Executive shall exert a portion of his business time and best
efforts in the promotion of the Company's interests; except to the extent that
Executive is engaged in the activities disclosed to the Board of Directors which
shall not be deemed a breach of this provision.
3. Compensation.
As compensation for his services hereunder, (a) the Company shall pay
the Executive during the Employment Period a salary at the rate of Fifteen
Thousand Dollars ($15,000) (hereinafter the "base salary") per annum.
Executive's Salary shall accrue and be payable upon the completion of the
Company's Initial Public Offering and shall be paid in full at such time,
notwithstanding whether the one year initial term has been reached.
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(b) The Company will further reimburse the Executive for all expenses
incurred by him in the performance of his duties hereunder which, if not in the
ordinary course of business and consistent with Company policy.
(c) The Executive shall be entitled to participate in all employee
benefit plans of the Company, if any, which will be available to executive
employees as of the date of this Agreement and such other plans or modifications
of existing plans as any may become effective during the Employment Period, all
consistent with Company policies and practices, generally applied. Executive
shall receive a car allowance not less than $600.00 per month plus insurance on
the car having a premium in an amount not greater than $2,000 per year as may be
provided other executives of the Company.
(d) The Executive shall be entitled to take vacations consistent with
Company policy but in any event not less than four weeks during the Executive's
first year with the Company (but that Executive hereby agrees that that vacation
will not be taken in one consecutive four week period). Unused vacation days may
not be accumulated year to year and additional compensation shall be paid for
unused vacation time.
(e) In the event of the Executive's disability (as hereinafter defined)
or death, the Executive or his estate shall receive his salary pursuant to
subsection 3(a) above No further or additional salary or compensation shall be
due the Employee or his estate, except as may otherwise be payable under such
Company benefit plans in which Employee shall be participating at that time. For
the purpose of this Agreement, disability shall mean the inability of the
Executive to render substantially all of the services of the character
contemplated by this Agreement by reason of physical or mental conditions due to
illness, accident or mental or physical incapacity or infirmity continuing for
more than three (3) consecutive months. In the event of a dispute, the matter
shall be referred to a physician mutually acceptable to the Company and the
Executive.
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4. Rights Under Other Plans and Programs.
No provision of this Agreement is intended, nor shall it be
construed, to reduce or in any way restrict, any benefit to which Executive may
be entitled under any other agreement, plan or program of the Company or its
subsidiaries or affiliates providing benefits for the Executive. Amounts which
are vested benefits or which the Executive is otherwise entitled to receive
under any plan or program of the Company shall be payable in accordance with the
terms of such plan or program.
5. Termination of Agreement.
The Company may terminate the employment of the Executive hereunder:
(i) for "cause", if the Executive has failed to comply in a material
way with his material covenants and obligations under this Agreement and such
failure continues for a period of thirty (30) days after the Executive's receipt
of written notice from the Company specifying the exact details of such alleged
failure or if the Executive has been convicted of a felony or a crime involving
moral turpitude; or
(ii) if the Executive becomes disabled (as defined in Section 3(e)
above); or
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(iii) if the Executive dies.
In the event of any termination under this Section 5, the Company shall pay to
the Executive or his estate all accrued salary through the date of such
termination and such other benefits consistent with the terms and provisions of
benefit plans in which the Employee is then participating. In addition, in the
case of termination due to disability or death, the Company shall pay the
Executive or his estate all amounts required under Section 3(e) above.
(iv) if terminated without cause, than Executive shall be paid his
salary for a period of one year following his termination, such payments to be
payable at those times that his salary would have been paid had he not been
terminated.
6. Assignment; Successors.
All of the terms of this Agreement, whether so expressed or not, shall
be binding upon the respective heirs, personal representatives, successors and
assigns of the parties hereto and shall inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, personal
representatives, successors and assigns; provided, however, that this Agreement
shall not be assigned by either party hereto except as set forth herein,
provided, further, that nothing herein shall be construed so as to prevent,
prohibit or limit in any way, the change in control, sale, merger or other
business combination of the Company and any such action or similar action shall
not be deemed an assignment of this Agreement by the Company nor shall it
relieve the Company or its successors or assigns from its obligations to
Executive under this Agreement.
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7. Notices.
All notices, requests, demands and other communications hereunder must
be in writing and shall be deemed to have been duly given if personally
delivered, sent by overnight courier such as Federal Express, or if mailed by
First Class, certified mail, return receipt requested, postage and certification
or registry fees prepaid, and addressed as follows:
(a) If to Executive: Xxxxxxx X. Xxxxx 00000 Xxxxxxx Xxxxx Xxx, Xxxx
Xxxxx, Xxxxxxx 00000
(b) If to Company: Board of Directors, XXXXXXXXXX.xxx, Inc. 00000
Xxxxxxx Xxxxx Xxx, Xxxx Xxxxx, Xxxxxxx 00000
With Copy to: Xxxxxxx Xxxxxx, Esq.
Xxxxxxx Xxxxx & Xxxxxx
000 Xxxxxxx Xxx.
Xxx Xxxx, X.X. 00000
Either party by notice in writing mailed to the other may change the
name and address to which notices, requests, demands and other communications
shall be mailed.
8. Miscellaneous.
This Agreement shall be construed and enforced in accordance with, and governed
by, the laws of the State of Florida. The parties hereby irrevocably consent to
the exclusive jurisdiction of the Courts of the State of Florida and of the
Federal Court located in such state in connection with any action or proceeding
arising out of or relating to this Agreement.
This Agreement embodies the entire agreement and understanding between
the Company and the Executive and supersedes all prior agreements and
understandings relating to the subject matter hereof, and this Agreement may not
be modified or amended or any term or provision thereof waived or discharged
except in writing
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signed by the party against whom such amendment, modification, waiver or
discharge is sought to be enforced. The headings of this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
thereof. This Agreement may be executed in several 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 hereto have executed and delivered this
Agreement as of the day and year first above written.
By: /s/ Xxxxxxx X. Xxxxx
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Board Of Directors, XXXXXXXXXX.xxx, Inc.
Xxxxxxx X. Xxxxx, Director(s)
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Executive
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