EXHIBIT 10.1
EMPLOYMENT AGREEMENT
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THIS AGREEMENT is entered into on the _____th day of August 1999 by and
between HEALTHEXTRAS, INC. ("HE" or the "Company") and XXXXX X. XXXXX
("Employee") residing at 00000 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000. This
Agreement shall become effective on August ___, 1999 ("Effective Date").
WHEREAS, HE desires to employ Employee to devote full-time to the business
of HE, and Employee desires to be so employed.
NOW, THEREFORE, in consideration of the mutual covenants and promises of
the parties hereto, HE and Employee agree as follows:
1. Employment. HE agrees to employ Employee and Employee agrees to be so
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employed in the capacity of Chief Executive Officer. The term of this Agreement
shall be a three-year period subsequent to the Effective Date. The Agreement
shall be automatically renewed for an additional two (2) year period if the
Company does not give Employee a notice of non-renewal six (6) months prior to
the expiration date of the Agreement.
2. Time and Efforts. Employee shall diligently and conscientiously
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devote his full and exclusive time and attention, and his best efforts to the
discharge of his duties as Chief Executive Officer of HE. Employee shall at all
times discharge his duties, which shall be those normally performed by a Chief
Executive Officer, in the best interests of HE. In the performance of his
duties, Employee shall make his principal office at 0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or other office location within the
Washington, DC metropolitan area that may be next occupied by HE, unless
otherwise mutually agreed upon in writing by HE and Employee.
3. Compensation. During the term of this Agreement, HE shall pay to
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Employee as compensation ("Compensation") for his services a base salary in the
amount of one hundred sixty-five thousand dollars ($165,000) per year and a
bonus equal to one percent (1%) of HE's annual after-tax profits. The salary is
guaranteed by HE through the term of this Agreement and is subject to periodic
increases as recommended by the Board of Directors of HE.
4. Expenses Reimbursement. HE shall reimburse Employee for all
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reasonable and necessary expenses incurred by him in carrying out his duties
under this Agreement. Employee shall present to HE from time to time an
itemized account of such expenses in forms as may be required by HE and upon
acceptance and payment of expenses, expenses shall be considered reasonable and
necessary.
5. Automobile. In recognition of Employee's need for an automobile for
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business and other purposes, HE will provide Employee with an automobile
allowance which will be payable quarterly.
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6. Employee Benefits. Employee shall be eligible to participate in the
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various employee benefits plans that may be offered by HE, including but not
limited to a stock purchase plan, stock option plan, medical and hospitalization
plan, life insurance, long-term disability, incentive savings plan, and pension
plan, made available in the ordinary course of business to similarly situated
executive employees of HE and its subsidiaries. Additionally, HE shall seek to
obtain a term life insurance policy on Employee, in an amount established and
agreed to by the Compensation Committee of the Board of Directors of HE, to be
paid to a beneficiary named by Employee.
7. Obligation of HE on Termination of Employment by HE. Except for cause
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or voluntary resignation, if during the term of this Agreement, HE shall
terminate the services of Employee, or if during the term of this Agreement,
Employee is permanently disabled or deceased, HE shall nevertheless cause HE to
continue the payments provided for herein for the term of the contract, but not
less than twelve (12) months, to Employee or his heirs or estate, as the case
may be.
8. Obligations of HE and Employee on Termination of Employee by HE for
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Cause or Resignation by Employee. If during any time of employment, (1)
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Employee should be terminated for cause; or (2) Employee should resign, then HE
shall have no obligation to pay Employee any form of compensation defined in
this Agreement apart from compensation and benefits as have accrued from the
date of the Employee's termination or resignation, as the case may be. In the
event Employee resigns or is terminated for cause, for a period of two (2) years
subsequent to the date of such resignation, Employee shall not solicit or
contract with, either directly or through third parties, entities contracting
with HE, including HE bank clients. For a period of two (2) years from the date
Employee resigns, Employee shall not compete directly or indirectly with HE's
business nor shall the Employee assist, in any manner, any individual or entity
that may be, or seek to become, a competitor of HE.
9. Notices. All notices required or permitted to be given under this
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Agreement shall be given by certified mail, return receipt requested, to the
parties at the following addresses as either may be designated in writing to the
other party:
If to HE: Board of Directors
HealthExtras, Inc.
0000 Xxxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
If to Employee: Xxxxx X. Xxxxx
00000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
10. Governing Law. This Agreement shall be construed and enforced in
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accordance with the laws of the State of Maryland.
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11. Entire Contract. This Agreement constitutes the entire understanding
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and agreement between HE and Employee with regard to all matters herein up to
the date of this Agreement. This Agreement may be amended only in writing,
signed by both parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
EMPLOYEE
Date: August ___, 1999 By: _____________________________________________
Xxxxx X. Xxxxx
HEALTHEXTRAS, INC.
Date: August ___, 1999 By: _____________________________________________
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