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EXHIBIT 10.11
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into as of
October 1, 1996 (the "Effective Date") between AmeriQuest Technologies, Inc., a
Delaware corporation with its principal offices located at 0000 Xxxxxxxxx Xxxx.
Xxxxxxxxx, Xxxxxxx 00000 ("Company"), and Xxxxxx Xxxxx, a resident of Miami
Beach, Florida ("Employee").
In consideration of the promises and the terms and conditions set forth
in this Agreement, the parties agree as follows:
1. POSITION. During the term of this Agreement, Company will employ
Employee, and Employee will serve Company as Executive Vice President and
Corporate Secretary. Employee will report directly to the Chairman of the Board
of Directors and the President of the Company.
2. DUTIES. Employee will serve Company in such capacities and with such
duties and responsibilities as the Board of Directors may from time to time
determine. Employee will comply with and be bound by Company's operating
policies, procedures, and practices from time to time in effect during
Employee's employment. Employee will perform his duties under this Agreement at
the offices of Company, provided, that Employee may be required to do extensive
traveling in connection with the performance of his duties hereunder. Employee
hereby represents and warrants that he is free to enter into and fully perform
this Agreement and the agreements referred to herein without breach of any
agreement or contract to which he is a party or by which he is bound.
3. EXCLUSIVE SERVICE. During his employment with Company, Employee will
devote his full time and efforts exclusively to this employment and apply all
his skill and experience to the performance of his duties and advancing
Company's interests in accordance with Employee's experience and skills. In
addition, during his employment with Company, Employee will not engage in any
consulting activity except with the prior written approval of Company, or at the
direction of Company, and Employee will otherwise do nothing inconsistent with
the performance of his duties hereunder.
4. OBLIGATION NOT TO COMPETE. Employee hereby agrees that while he is
employed by Company (the "Restricted Period"), Employee shall within the
territory of the United States not engage in or provide services to any business
that is competitive with or detrimental to any present or contemplated business
of Company known to Employee. Employee also agrees that, during the Restricted
Period, he shall not in any manner attempt to induce or assist others to attempt
to induce any customer or client of Company to terminate his association with
Company, nor do anything directly or indirectly to interfere with the
relationship between Company and any such persons or concerns in the territory
of the United States. Each of the following activities shall, without
limitation, be deemed to constitute engaging in business within the meaning of
this Section: to engage in, work with, have an
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interest or concern in, advise, lend money to, guarantee the debts or
obligations of or permit one's name or any party thereof to be used in
connection with, an enterprise or endeavor, either individually, in partnership,
or in conjunction with any person or persons, firms, associations, companies, or
corporations, whether as a principal, agent, shareholder, employee, officer,
director, partner, consultant or in any other manner whatsoever, provided,
however, that Employee shall retain the right to invest in or have an interest
in entities traded on any public market or offered by any national brokerage
house, provided that said interest does not exceed one percent (1%) of the
voting control of said entity. In addition, Employee may make passive
investments in privately held entities that are determined by the Board of
Directors of Company not to be competitors of Company. Company may elect to
extend the term of this non-competition clause for a maximum period of six month
following the termination according to Section 7.1.(b) and 7.1(c) provided
that a monthly fee in the amount of the last applicable monthly base salary is
paid to Employee.
5. TERM OF AGREEMENT. This Agreement will commence on the Effective
Date, and will continue for a period of eleven months and thereafter unless
terminated pursuant to Section 7 hereof.
6. COMPENSATION AND BENEFITS.
6.1 BASE SALARY. Company agrees to pay Employee an initial
minimum salary of One Hundred and Fifty Thousand Dollars($150,000.00) per year.
Employee's salary will be payable as earned in accordance with Company's
customary payroll practice.
6.2 ADDITIONAL BENEFITS. Employee will be eligible to
participate in Company's employee benefit plans of general application,
including without limitation those plans covering pension and profit sharing,
executive bonuses, stock purchases, stock options, in accordance with the rules
established for individual participation in any such plan and applicable law,
Employee will receive such other benefits, including vacation, holidays and sick
leave, as Company generally provides to its employees holding similar positions
as that of Employee. Employer will fully reimburse Employee, net of any taxes,
for the cost of health and dental insurance as incurred by Employee.
6.3 EXPENSES. Company will reimburse Employee for all
reasonable and necessary expenses incurred by Employee in connection with
Company's business, provided that such expenses are deductible to Company, are
in accordance with Company's applicable policy and are properly documented and
accounted for in accordance with the requirements of the Internal Revenue
Service.
7. TERMINATION.
7.1 EVENTS OF TERMINATION. Employee's employment with Company
shall terminate upon any one of the following:
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(a) the Company's determination made in good faith that it is
terminating Employee for "cause" as defined under Section 7.2 below
("Termination for Cause");
(b) six months after the effective date of a written notice
sent to Employee stating that Company is terminating his employment,
without cause, which notice can be given by Company at any time after
the Effective Date at Company's sole discretion, for any reason or for
no reason; or
(c) the effective date of a written notice sent to Company
from Employee stating that Employee is electing to terminate his
employment with Company.
7.2 "CAUSE" DEFINED. For purposes of this Agreement, "cause"
for Employee's termination will exist at any time after the happening of one or
more of the following events:
(a) dishonest conduct or deliberate attempt to do an injury to
the Company;
(b) Employee's material breach of a term of this Agreement;
(c) an unlawful or criminal act which would reflect badly on
the Company in the Company's reasonable judgment;
(d) Employee's death.
8. EFFECT OF TERMINATION.
8.1 TERMINATION FOR CAUSE OR VOLUNTARY TERMINATION. In the
event of any termination of this Agreement pursuant to Sections 7.1(a) or 7.1
(c), the Company shall pay Employee the compensation and benefits otherwise
payable to Employee under Section 6 through the effective date of termination as
referred to by Company or by Employee in their written notices pursuant to
Sections 7.1(a) or 7.1(c). Employee's rights under the Company's benefit plans
of general application shall be determined under the provisions of those plans.
8.2 TERMINATION WITHOUT CAUSE. In the event of any termination
of this Agreement pursuant to Section 7.l(b), the Company shall pay Employee
the compensation and benefits otherwise payable to Employee under Section 6
through the last day of the six month period following the effective date of the
notice referred to in Section 7.1(b)
9. MISCELLANEOUS.
9.1 ARBITRATION. Employee and Company shall submit to
mandatory binding arbitration in any controversy or claim arising out of, or
relating to, this Agreement or any breach hereof, provided, however, that
Company retains its right to, and shall not be prohibited, limited or in any
other way restricted from, seeking or obtaining equitable relief from
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a court having jurisdiction over the parties. Such arbitration shall be
conducted in accordance with the commercial arbitration rules of the American
Arbitration Association in effect at that time, and judgment upon the
determination or award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.
9.2 SEVERABILITY. If any provision of this Agreement shall be
found by any arbitrator or court of competent jurisdiction to be invalid or
unenforceable, then the parties hereby waive such provision to the extent that
it is found to be invalid or unenforceable and to the extent that to do so would
not deprive one of the parties of the substantial benefit of its bargain. Such
provision shall, to the extent allowable by law and the preceding sentence, be
modified by such arbitrator or court so that it becomes enforceable and, as
modified, shall be enforced as any other provision hereof, all the other
provisions continuing in full force and effect.
9.3 NO WAIVER. The failure by either party at any time to
require performance or compliance by the other of any of its obligations or
agreements shall in no way affect the right to require such performance or
compliance at any time thereafter. The waiver by either party of a breach of any
provision hereof shall not be taken or held to be a waiver of any preceding or
succeeding breach of such provision or as a waiver of the provision itself. No
waiver of any kind shall be effective or binding, unless it is in writing and is
signed by the party against whom such waiver is sought to be enforced.
9.4 ASSIGNMENT. This Agreement and all rights hereunder are
personal to Employee and may not be transferred or assigned by Employee at any
time. Company may assign its rights, together with its obligations hereunder, to
any parent, subsidiary, affiliate or successor, or in connection with any sale,
transfer or other disposition of all or substantially all of its business and
assets, provided, however, that any such assignee assumes Company's obligations
hereunder.
9.5 WITHHOLDING. All sums payable to Employee hereunder shall
be reduced by all federal, state, local and other withholding and similar taxes
and payments required by applicable law.
9.6 ENTIRE AGREEMENT. This Agreement constitutes the entire
and only agreement between the parties relating to employment of Employee with
Company, and this Agreement supersedes and cancels any and all previous
contracts, arrangements or understandings with respect thereto.
9.7 AMENDMENT. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended only by an agreement in writing
executed by both parties hereto.
9.8 NOTICES. All notices and other communications required or
permitted under this Agreement shall be in writing and hand delivered, sent by
telecopier, sent by certified first class mail, postage pre-paid, or sent by
nationally recognized express courier service. Such notices and other
communications shall be effective upon receipt if hand delivered or sent by
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telecopier, five (5) days after mailing if sent by mail, and one (1) day after
dispatch if sent by express courier, to the following addresses, or such other
addresses as any party shall notify the other parties
If to Company: AmeriQuest Technologies, Inc.
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0000 Xxxxxxxxx Xxxx.
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Xxxxxxxxx, Xxxxxxx 00000
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Telecopier: (000) 000-0000
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Attention: Chairman of the Board of Directors
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If to Employee: Xxxxxx Xxxxx
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0000 Xxxxxxx Xxx.,
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Xxxxx Xxxxx, XX 00000
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9.9 BINDING NATURE. This Agreement shall be binding upon, and
inure to the benefit of, the successors and personal representatives of the
respective parties hereto.
9.10 HEADINGS. The headings contained in this Agreement are
for reference purposes only and shall in no way affect the meaning or
interpretation of this Agreement. In this Agreement, the singular includes the
plural, the plural included the singular, the masculine gender includes both
male and female referents, and the word "or" is used in the inclusive sense.
9.11 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original but all of
which, taken together, constitute one and the same agreement.
9.12 GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereto shall be construed in accordance with the laws
of the State of California, without giving effect to the principles of conflict
of laws.
IN WITNESS WHEREOF, Company and Employee have executed this
Agreement as of the date first above written.
"COMPANY" "EMPLOYEE"
AMERIQUEST TECHNOLOGIES, INC. XXXXXX XXXXX
By: /s/ Xxxxx Xxxxxxxx
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Name: XXXXX XXXXXXXX
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Title: CHAIRMAN OF THE BOARD
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