EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of May 30, 2001
(the "Effective Date") by and between CTD HOLDINGS, INC., a Florida corporation
(the "Company"), and C.E. XXXX XXXXXXXX (the "Employee"). RECITALS:
This Agreement is intended to provide for the employment of Employee by the
Company from and after the date hereof, all on the terms and conditions herein
set forth.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Employment.
1.1. Subject to Section 3 below, the Company hereby employs Employee for a
term of one (1) year (the "Employment Term"), commencing on the
Effective Date, to serve as the President of the Company and to
perform such services and duties as are consistent with such position
and as may be directed by the Company's Board of Directors. Employee
hereby accepts such employment. Employee shall not engage in any
venture or activity that materially interferes with Employee's
performance of his duties hereunder. The Employee agrees to be present
and to work such hours and at such times as are reasonably requested
by the Company. Employee's offices shall be located in Gainesville,
Florida.
1.2. Employee may extend the term of this Agreement at the end of each
elapsed year by giving written notice of such extension not less than
sixty (60) days prior to the first anniversary of this Agreement and
each anniversary thereafter that the term of this Agreement is to be
extended. Immediately following the exercise this election to extend,
the remaining term of this Agreement will be one (1) year plus the
period remaining in the year notice of the extension is given.
2. Compensation and Benefits. During the Employment Term, the Company shall pay
Employee the compensation and other amount set forth below.
2.1. Salary. The Company shall pay Employee an annual salary ("Salary") of
Thirty Thousand Dollars ($30,000.00). The Employee's Salary shall be
payable bi-weekly according to the Company's regular payroll practices
and subject to such deductions as may be required by law.
2.2. Benefits. Employee shall receive: (i) the employee benefits and
perquisites provided by the Company to its executive officers from
time-to-time, including two (2) weeks' paid vacation during each
calendar year; and (ii) twenty (20) paid time off days per year; and
(iii) reimbursement for reasonable and necessary out-of-pocket
expenses incurred in the performance of his duties hereunder,
including, but not limited to, travel and entertainment expenses (such
expenses shall be reimbursed by the Company, from time to time, upon
presentation of appropriate receipts therefor).
2.3. The Company shall provide Employee health insurance of a type
acceptable to Employee, the premium for which shall not exceed $48,000
annually.
2.4. The parties acknowledge that this Agreement is a continuation of an
ongoing employment relationship and that in the course of such
relationship, Employee has accrued $100,000 of unpaid salary. As an
inducement to enter into this contract, the Company shall pay the
entire accrued salary by the issuance of shares of the Company's
common stock at a rate of $0.125 per share reflecting the value of the
common shares on June 1, 2001. The Company agrees to register said
common shares as soon as practicable in accordance with state and
federal securities laws.
3. Termination. The Employee's employment pursuant to this Agreement shall be
terminated by the first to occur of the following events.
3.1. The death of Employee.
3.2. The Complete Disability of Employee. "Complete Disability" as used
herein shall mean the inability of Employee, due to illness, accident
or any other physical or mental incapacity, to perform the services
provided for in this Agreement for an aggregate of 120 days within any
period of twelve (12) consecutive months during the term hereof.
3.3. The discharge of Employee by the Company for Cause. "Cause" as used
herein shall mean:
3.3.1. conviction of a felony or a crime involving moral turpitude;
3.3.2. acts of fraud by Employee against the Company or its
affiliates, or in connection with the performance of his duties
hereunder, as determined by the Company after investigation,
notice of the charge to Employee and after allowing Employee an
opportunity to explain the conduct in question;
3.3.3. the Employee's willful and material failure or refusal to
perform Employee's duties and obligations under this Agreement,
(a "Default"); provided, however, that in the case of this
subsection; termination for "Cause" shall occur only if the
Company has given written notice of the Default to Employee and
Employee has failed to cure the Default in question during a
period of seven (7) days after the date of Employee's receipt of
such notice.
3.4. Upon any termination pursuant to Section 3.1, the Company shall be
released from all obligations hereunder (except for the obligation to pay
any compensation and benefits described in Section 2 hereof which are
accrued and unpaid as of the date of termination).
3.5. Employee shall not be required to pay any Company related expense for
later reimbursement by the Company. The Company will approve and pay
Company related expenses in advance.
4. Successors. This Agreement is personal to Employee and may not be assigned by
Employee. This Agreement is not assignable by the Company except in connection
with the sale of all or substantially all of the Company's assets or stock or
upon a merger or any similar transaction. Subject to the foregoing, this
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.
5. Miscellaneous.
5.1. Modification and Waiver. Any term or condition of this Agreement may
be waived at any time by the party hereto that is entitled to the benefit
thereof; provided, however, that any such waiver shall be in
writing and signed by the waiving party, and no such waiver of any breach
or default hereunder is to be implied from the omission of the other party
to take any action on account thereof. A waiver on one occasion shall not
be deemed to be a waiver of the same or of any other breach on a future
occasion. This Agreement may be modified or amended only by a writing
signed by both parties hereto.
5.2. Governing Law. This Agreement shall be construed in accordance with,
and all actions arising under or in connection therewith shall be governed
by, the internal laws of the State of Florida. The parties hereto agree
that any claim or dispute arising under or in connection with this
Agreement shall be submitted for adjudication exclusively in courts of
Alachua County, Florida, and both parties hereto expressly agrees to be
bound by such selection of jurisdiction and venue for purposes of such
adjudication. In any action arising out of or in connection with this
agreement, the prevailing party shall be entitled to recover its reasonable
attorney's fees incurred.
5.3. Tax Withholding. The Company may withhold from any amounts payable
under this Agreement such taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
5.4. Section Captions. Section and other captions contained in this
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.
5.5. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.
5.6. Integrated Agreement. This Agreement constitutes the entire
understanding and agreement among the parties hereto with respect to the
subject matter hereof, and supersedes any other employment agreements
executed before the date hereof. Except with respect to the Investment
Agreement and the transactions contemplated thereby, there are no
agreements, understandings, restrictions, representations, or warranties
among the parties other than those set forth herein or herein provided for.
5.7. Interpretation. No provision of this Agreement is to be interpreted
for or against any party because that party or that party's legal
representative drafted such provision. For purposes of this Agreement:
"herein," "hereby," "hereunder," "herewith," "hereafter," and "hereinafter"
refer to this Agreement in its entirety, and not to any particular section
or subsection. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same instrument.
5.8. Notices. All notices, requests, demands, or other communications
required or permitted hereunder shall be in writing and shall be deemed to
have been duly given upon receipt if delivered in person or by Federal
Express (or similar overnight courier service) to the parties at the
following addresses:
If to Employee: C.E. Xxxx Xxxxxxxx
0000 X.X. 00xx Xxxxxx, Xxxxx 0
Xxxxxxxxxxx, XX 00000-0000
If to the Company: CTD Holdings, Inc.
0000 X.X. 00xx Xxxxxx, Xxxxx 0
Xxxxxxxxxxx, XX 00000-0000
5.9. Any party may change the address to which notices, requests, demands
or other communications to such party shall be delivered or mailed by
giving notice thereof to the other parties hereto in the manner provided
herein. Any notice may be given on behalf of a party by its counsel.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the Effective Date.
COMPANY:
CTD HOLDINGS, INC.
By:
Title:
EMPLOYEE:
________________________________________
C.E. XXXX XXXXXXXX
