EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 19th day of
March, 2001, between SFBC International, Inc., a Delaware corporation (the
"Company") and Xxxxxx Xxxxxxx (the "Executive").
WHEREAS, in its business, the Company has acquired and developed certain
trade secrets, including but not limited to proprietary processes, sales methods
and techniques, and other like confidential business and technical information
including but not limited to technical information, design systems, pricing
methods, pricing rates or discounts, process, procedure, formula, design of
computer software, or improvement, or any portion or phase thereof, whether
patented or unpatentable, that is of any value whatsoever to the Company, as
well as certain unpatented information relating to the Company's services,
information concerning proposed new services, market feasibility studies,
proposed or existing marketing techniques or plans (whether developed or
produced by the Company or by any other entity for the Company), other
Confidential Information, as defined by Section 8, and information about the
Company's executives, officers, and directors, which necessarily will be
communicated to the Executive by reason of his employment by the Company; and
WHEREAS, the Company has strong and legitimate business interests in
preserving and protecting its investment in the Executive, its trade secrets and
Confidential Information, and its substantial relationships with vendors, and
Customers, as defined, actual and prospective; and
WHEREAS, the Company desires to preserve and protect its legitimate
business interests further by restricting competitive activities of the
Executive during the term of this Agreement and following (for a reasonable
time) termination of this Agreement; and
WHEREAS, the Company desires to employ the Executive and to ensure the
continued availability to the Company of the Executive's services, and the
Executive is willing to accept such employment and render such services, all
upon and subject to the terms and conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, and intending to be legally bound, the
Company and the Executive agree as follows:
1. Representations and Warranties. The Executive hereby represents and
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warrants to the Company that he (i) is not subject to any written
nonsolicitation or noncompetition agreement affecting his employment with the
Company (other than any prior agreement with the Company), (ii) is not subject
to any written confidentiality or nonuse/nondisclosure agreement affecting his
employment with the Company (other than any prior agreement with the Company),
and (iii) has brought to the Company no trade secrets, confidential business
information, documents, or other personal property of a prior employer.
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2. Term of Employment.
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(a) Term. The Company hereby employs the Executive, and the Executive
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hereby accepts employment with the Company for a period commencing on the date
of this Agreement and ending three years from the date of this Agreement.
(b) Continuing Effect. Notwithstanding any termination of this
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Agreement except for termination under Section 6(b), at the end of the Term or
otherwise, the provisions of Sections 7 and 8 shall remain in full force and
effect and the provisions of Section 8 shall be binding upon the legal
representatives, successors and assigns of the Executive.
3. Duties.
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(a) General Duties. The Executive shall serve as the chief executive
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officer of the Company with duties and responsibilities that are customary for
such executives. The Executive shall also perform services for such subsidiaries
as may be necessary. The Executive shall use his best efforts to perform his
duties and discharge his responsibilities pursuant to this Agreement
competently, carefully and faithfully in determining whether or not the
Executive has used his best efforts hereunder, the Executive's and the Company's
delegation of authority and all surrounding circumstances shall be taken into
account and the best efforts of the Executive shall not be judged solely on the
Company's earnings or other results of the Executive's performance.
(b) Devotion of Time. Subject to the last sentence of this Section
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3(b), the Executive shall devote all of his time, attention and energies during
normal business hours (exclusive of periods of sickness and disability and of
such normal holiday and vacation periods as have been established by the
Company) to the affairs of the Company. The Executive shall not enter the employ
of or serve as a consultant to, or in any way perform any services with or
without compensation to, any other persons, business or organization without the
prior consent of the board of directors of the Company. Notwithstanding the
above the Executive shall be permitted to devote a limited amount of his time,
without compensation, to professional, charitable or similar organizations.
(c) Location of Office. The Executive's principal business office
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shall be at the Company's Miami, Florida corporate offices. However, the
Executive's job responsibilities shall include all business travel necessary to
the performance of his job.
(d) Adherence to Inside Information Policies. The Executive
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acknowledges that the Company is publicly-held and, as a result, has implemented
inside information policies designed to preclude its executives and those of its
subsidiaries from violating the federal securities laws by trading on material,
non-public information or passing such information on to others in breach of any
duty owed to the Company its parent or any third party. The Executive shall
promptly execute any agreements generally distributed by the Company to its
employees requiring such employees to
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abide by its inside information policies.
4. Compensation and Expenses.
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(a) Salary. For the services of the Executive to be rendered under
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this Agreement, the Company shall pay the Executive an annual salary of $225,000
(the Base Salary") retroactive to January 1, 2001. The Base Salary shall be
increased each year by an amount equal to the greater of (i) 3% in excess of the
prior year's Base Salary, or (ii) the cost of living increase based upon the
Consumer Price Index calculated upon the commencement of each year of the
Agreement using the prior month as the measuring month published by the Bureau
of Labor Statistics (or similar successor index). The Consumer Price Index
increase calculation shall be calculated as follows:
Commencing with the one year anniversary of the commencement of the
term and the beginning of each year thereafter during the term of
this Agreement, the Executive's annual salary shall be adjusted in
accordance with the Consumer Price Index, all Urban Consumers
issued by the Bureau of Labor Statistics of the U.S. Department of
Labor using the years 1982-84 as a base of 100 (the "Index"). At
the commencement of the second year, and of each year thereafter,
the Executive's adjusted Base Salary shall be multiplied each year
by a fraction, the numerator of which shall be the published Index
number for the month preceding the commencement of the new year,
i.e., March 2002, and the denominator of which shall be the
published Index number for the month of February 2001. The
resulting increase to the Executive's Base Salary shall be added to
the prior year's Base Salary and become a part thereof for the
current year. In the event that the Index herein referred to ceases
to be published during the term of this Agreement, or if a
substantial change is made in the method of establishing such
index, then the determination of the adjustment in the Executive's
compensation shall be made with the use of such conversion factor,
formula or table as may be published by the Bureau of Labor
Statistics, or if none is available, the parties shall accept
comparable statistics on the cost of living in the United States as
shall then be computed and published by an agency of the United
States, or if not by a respected financial periodical selected by
the Company.
(b) Incentive Bonus. If the Company's net pre tax income for fiscal
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2001, 2002, or 2003, is at least $2,000,000, $2,500,000, and $3,000,000
respectively (as applicable), the Company shall pay a bonus to the Executive of
3% of such net pre tax income. In no event shall the total bonus paid to the
Executive exceed 100% of his base salary for such fiscal year. In determining
the Company's annual net pre tax income, there shall be excluded therefrom any
extraordinary income or expenses as defined by generally accepted accounting
principles. The bonus shall be paid within five days after the Company has
received audited financial statements for the appropriate year.
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(c) Discretionary Bonus. The Executive shall be eligible to receive
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an annual bonus in an amount to be determined by the Compensation Committee
based on any criteria or factors the Compensation Committee deems appropriate.
(d) Stock Options. The Executive shall receive 30,000 stock options
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to purchase the Company's common stock under the Company's 1999 Stock Option
Plan pursuant to a separate stock option agreement, subject to stockholder
approval of an amendment to the Plan.
(e) Expenses. In addition to any compensation received pursuant to
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Section 4(a) and (b), the Company will reimburse or advance funds to the
Executive for all reasonable travel, entertainment and miscellaneous expenses
incurred in connection with the performance of his duties under this Agreement,
provided that the Executive properly provides a written accounting of such
expenses to the Company in accordance with the Company's practices. Such
reimbursement or advances will be made in accordance with policies and
procedures of the Company in effect from time to time relating to reimbursement
of or advances to Executive officers.
5. Benefits.
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(a) Vacation and Sick Leave. For each 12-month period during the
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Term, the Executive shall be entitled to four weeks of vacation without loss of
compensation or other benefits to which he is entitled under this Agreement, to
be taken at such times as the Executive may select and the affairs of the
Company may permit. The Executive shall be entitled to sick leave each year.
(b) Employee Benefit Programs. The Employee is entitled to
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participate in any pension, 401(k), insurance or other employee benefit plan
that is maintained by the Company for its executives, including programs of life
and medical insurance and reimbursement of membership fees in professional
organizations.
(c) Insurance. The Company shall pay or reimburse Xx. Xxxxxxx for the
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premiums on his existing $1,000,000 life insurance policy in an amount not to
exceed the premiums on the Company's keyman policy covering his life. The
Company shall also pay premiums on the Company's medical insurance policy
covering Executive and pay the premiums or reimburse the Executive for
disability insurance covering the Executive's disability which insurance shall
have only a 30-day waiting period on disability insurance in an amount equal to
the maximum allowed by the insurance company.
(d) Travel to TradeShows or Conventions. Upon receipt of appropriate
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documentation, the Company shall reimburse the Executive for the cost of two
round trip coach airfare tickets for the Executive and his spouse for
attendance at trade shows or conventions.
(e) Professional Dues. The Company shall reimburse the Executive for
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reasonable costs of professional licenses and dues related to his employment.
(f) Automobile. The Company shall pay the Executive an automobile
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allowance of (i) $700 per month, and (ii) the cost of insurance for such
automobile.
6. Termination.
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(a) Death or Disability. Except as otherwise provided in this
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Agreement, it shall automatically terminate without act by any party upon the
death, or disability of the Executive. For purposes of this Section 6(a),
"disability" shall mean that for a period of 45 consecutive days or 90 aggregate
days in any 12-month period, the Executive is incapable of substantially
fulfilling the duties set forth in Section 3 because of physical, mental or
emotional incapacity resulting from injury, sickness or disease. In the event of
death of the Executive, the Executive's estate shall receive any unpaid, earned
compensation due the Executive and this Agreement shall terminate.
(b) Termination for Cause. The Company may terminate the Executive's
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employment pursuant to the terms of this Agreement at any time for Cause (as
defined below) by giving written notice of termination. Such termination shall
become effective upon the giving of such notice. Upon any such termination for
Cause, the Executive shall have no right to compensation, or reimbursement under
Section 4, or to participate in any Executive benefit programs under Section 5,
except as provided by law, for any period subsequent to the effective date of
termination. For purposes of this Section 6(b), "Cause" shall mean:
(i) the Executive is convicted of a felony which is related to the
Executive's employment or the business of the Company; (ii) the Executive, in
carrying out his duties hereunder, has been found in a civil action to have
committed gross negligence or intentional misconduct resulting, in either case,
in material harm to the Company; or (iii) the Executive has been found in a
civil action to have materially breached any provision of Section 6 or Section 7
and to have caused material harm to the Company. The term "found in a civil
action" shall not apply until all appeals permissible under the applicable rules
of procedure or statutes have been determined and no further appeals are
permissible.
(c) Special Termination. In the event that (i) the Executive, with or
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without change in title or formal corporate action, shall no longer exercise all
of the duties and responsibilities and shall no longer possess substantially all
the authority set forth in Section 3; (ii) the Company materially breaches this
Agreement or the performance of its duties and obligations hereunder; or (iii)
any entity or person not now an executive,officer or director of the Company
becomes either individually or as part of a group the beneficial owner of 30% or
more of the Company's common stock, the Executive, by written notice to the
Company, may elect to deem the
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Executive's employment hereunder to have been terminated by the Company without
cause, in which event the Executive shall be entitled at the time of termination
to compensation equal to an amount of three years Base Salary under this
Agreement and benefits payable pursuant to Section 5 herein for such three-year
period and all of Executive's remaining unvested options, if any, shall vest
immediately upon such termination. In such event, the Executive, by written
notice to the Company, may elect to refuse all further obligations of the
Company under Sections 4 and 5 and to release the Company with respect thereto,
in which event the Company shall release the Executive from the provisions of
Section 7.
7. Non-Competition Agreement.
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(a) Competition with the Company. Until termination of his employment
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and for a period of 12 months commencing on the date of termination, the
Executive, directly or indirectly, in association with or as a stockholder,
director, officer, consultant, employee, partner, joint venturer, member or
otherwise of or through any person, firm, corporation, partnership, association
or other entity, shall not compete with the Company or any of its affiliates
that are competitive with the products by working as a principal investigator
for a clinical research company within any metropolitan area in the United
States; provided, however, the foregoing shall not prevent Executive from
accepting employment with an enterprise engaged in two or more lines of
business, one of which is the same or similar to the Company's business (the
"Prohibited Business") if Executive's employment is totally unrelated to the
Prohibited Business; provided, further, the foregoing shall not prohibit
Executive from owning up to 5% of the securities of any publicly-traded
enterprise provided Executive is not an executive, director, officer, consultant
to such enterprise or otherwise reimbursed for services rendered to such
enterprise.
(b) Solicitation of Customers. During the periods in which the
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provisions of Section 7(a) shall be in effect, the Executive, directly or
indirectly, will not seek Prohibited Business from any Customer (as defined
below) on behalf of any enterprise or business other than the Company, refer
Prohibited Business from any Customer to any enterprise or business other than
the Company or receive commissions based on sales or otherwise relating to the
Prohibited Business from any Customer, or any enterprise or business other than
the Company. For purposes of this Agreement , the term "Customer" means any
person, firm, corporation, partnership, association or other entity to which the
Company or any of its affiliates sold or provided goods or services during the
24-month period prior to the time at which any determination is required to be
made as to whether any such person, firm, corporation, partnership, association
or other entity is a Customer, or who or which was approached by or who or which
has approached an employee of the Company for the purpose of soliciting business
from the Company or the third party, as the case may be.
(c) No Payment. The Executive acknowledges and agrees that no
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separate or additional payment will be required to be made to his in
consideration of his undertakings in this Section 7.
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8. Non-Disclosure of Confidential Information.
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(a) Confidential Information. Confidential Information includes, but
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is not limited to, trade secrets as defined by the common law and statute in
Florida or any future Florida statute, processes, policies, procedures,
techniques, designs, drawings, know-how, show-how, technical information,
specifications, computer software and source code, information and data relating
to the development, research, testing, costs, marketing and uses of the Services
(as defined herein), the Company's budgets and strategic plans, and the identity
bnd special needs of Customers , databases, data, all technology relating to the
Company's businesses, systems, methods of operation, client or Customer lists,
Customer information, solicitation leads, marketing and advertising materials,
methods and manuals and forms, all of which pertain to the activities or
operations of the Company, names, home addresses and all telephone numbers and
e-mail addresses of the Company's executives, former executives, clients and
former clients. In addition, Confidential Information also includes Customers
and the identity of and telephone numbers, e-mail addresses and other addresses
of executives or agents of Customers (each a "Contact Person") who are the
persons with whom the Company's executives and agents communicate in the
ordinary course of business. Confidential Information also includes, without
limitation, Confidential Information received from the Company's subsidiaries
and affiliates. For purposes of this Agreement, the following will not
constitute Confidential Information (i) information which is or subsequently
becomes generally available to the public through no act of the Executive, (ii)
information set forth in the written records of the Executive prior to
disclosure to the Executive by or on behalf of the Company which information is
given to the Company in writing as of or prior to the date of this Agreement,
and (iii) information which is lawfully obtained by the Executive in writing
from a third party (excluding any affiliates of the Executive) who did not
acquire such confidential information or trade secret, directly or indirectly,
from Executive or the Company. As used herein, the term "Services" shall include
all formulations, foods, drugs and medical devices for which the Company has
performed any clinical or pre-clinical research, testing, protocol design, data
management, medical writing or other, during the term of Executive's employment.
(b) Legitimate Business Interests. The Executive recognizes that the
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Company has legitimate business interests to protect and as a consequence, the
Executive agrees to the restrictions contained in this Agreement because they
further the Company's legitimate business interests. These legitimate business
interests include, but are not limited to (i) trade secrets as defined in
Section 8(b), (ii) valuable confidential business or professional information
that otherwise does not qualify as trade secrets including all Confidential
Information; (iii) substantial relationships with specific prospective or
existing Customers or clients; (iv) customer or client goodwill associated with
the Company's business; and (v) specialized training relating to the Company's
technology, methods and procedures.
(c) Confidentiality. For a period of three years following
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termination of employment, the Confidential Information shall be held by the
Executive in the strictest confidence and shall not, without the prior written
consent of the Company, be disclosed to any person other than in connection with
the Executive's employment by the Company. The Executive further acknowledges
that such Confidential Information as is acquired and used by the Company or its
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affiliates is a special, valuable and unique asset. The Executive shall exercise
all due and diligence precautions to protect the integrity of the Company's
Confidential Information and to keep it confidential whether it is in written
form, on electronic media or oral. The Executive shall not copy any Confidential
Information except to the extent necessary to his employment nor remove any
Confidential Information or copies thereof from the Company's premises except to
the extent necessary to his employment and then only with the authorization of
an officer of the Company. All records, files, materials and other Confidential
Information obtained by the Executive in the course of his employment with the
Company are confidential and proprietary and shall remain the exclusive property
of the Company or its customers, as the case may be. The Executive shall not,
except in connection with and as required by his performance of his duties under
this Agreement, for any reason use for his own benefit or the benefit of any
person or entity with which he may be associated or disclose any such
Confidential Information to any person, firm, corporation, association or other
entity for any reason or purpose whatsoever without the prior written consent of
an Executive officer of the Company (excluding the Executive, if applicable).
9. Equitable Relief.
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(a) The Company and the Executive recognize that the services to be
rendered under this Agreement by the Executive are special, unique and of
extraordinary character, and that in the event of the breach by the Executive of
the terms and conditions of this Agreement or if the Executive, without the
prior consent of the board of directors of the Company, shall leave his
employment for any reason and take any action in violation of Section 7 or
Section 8, the Company shall be entitled to institute and prosecute proceedings
in any court of competent jurisdiction referred to in Section 9(b) below, to
enjoin the Executive from breaching the provisions of Section 7 or Section 8. In
such action, the Company shall not be required to plead or prove irreparable
harm or lack of an adequate remedy at law or post a bond or any security.
(b) Any action must be commenced in Miami-Dade County, Florida. The
Executive and the Company irrevocably and unconditionally submit to the
exclusive jurisdiction of such courts and agree to take any and all future
action necessary to submit to the jurisdiction of such courts. The Executive and
the Company irrevocably waive any objection that they now have or hereafter
irrevocably waive any objection that they now have or hereafter may have to the
laying of venue of any suit, action or proceeding brought in any such court and
further irrevocably waive any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Final
judgment against the Executive or the Company in any such suit shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment, a
certified or true copy of which shall be conclusive evidence of the fact and the
amount of any liability of the Executive or the Company therein described, or by
appropriate proceedings under any applicable treaty or otherwise.
10. Conflicts of Interest. While employed by the Company, the Executive
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shall not, except for Xxx Pharmaceutical, Inc., or its successors, or unless
approved by the Compensation
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Committee of the Board of Directors, directly or indirectly:
(a) participate as an individual in any way in the benefits of
transactions with any of the Company's suppliers or Customers, including,
without limitation, having a financial interest in the Company's suppliers or
Customers, or making loans to, or receiving loans, from, the Company's suppliers
or Customers;
(b) realize a personal gain or advantage from a transaction in which
the Company has an interest or use information obtained in connection with the
Executive's employment with the Company for the Executive's personal advantage
or gain; or
(c) accept any offer to serve as an officer, director, partner,
consultant, manager with, or to be employed in a technical capacity by, a person
or entity which does business with the Company.
11. Inventions, Ideas, Processes, and Designs. All inventions, ideas,
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processes, programs, software, and designs (including all improvements) (i)
conceived or made by the Executive during the course of his employment with the
Company (whether or not actually conceived during regular business hours) and
for a period of six months subsequent to the termination or expiration of such
employment with the Company and (ii) related to the business of the Company,
shall be disclosed in writing promptly to the Company and shall be the sole and
exclusive property of the Company. An invention, idea, process, program,
software, or design including an improvement) shall be deemed related to the
business of the Company if (a) it was made with the Company's equipment,
supplies, facilities, or Confidential Information, (b) results from work
performed by the Executive for the Company, or (c) pertains to the current
business or demonstrably anticipated research or development work of the
Company. The Executive shall cooperate with the Company and its attorneys in the
preparation of patent and copyright applications for such developments and, upon
request, shall promptly assign all such inventions, ideas, processes, and
designs to the Company. The decision to file for patent or copyright protection
or to maintain such development as a trade secret shall be in the sole
discretion of the Company, and the Executive shall be bound by such decision.
The Executive shall provide as a schedule to this Employment Agreement, a
complete list of all inventions, ideas, processes, and designs, if any, patented
or unpatented, copyrighted or non-copyrighted, including a brief description,
which he made or conceived prior to his employment with the Company and which
therefore are excluded from the scope of this Agreement.
12. Indebtedness. If, during the course of the Executive's employment
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under this Agreement, the Executive becomes indebted to the Company for any
reason, the Company may, if it so elects, set off any sum due to the Company
from the Executive and collect any remaining balance from the Executive unless
the Executive has entered into a written agreement with the Company.
13. Assignability. The rights and obligations of the Company under this
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Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Company, provided that such successor or assign shall acquire all
or substantially all of the securities or assets
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and business of the Company. The Executive's obligations hereunder may not be
assigned or alienated and any attempt to do so by the Executive will be void.
14. Severability.
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(a) The Executive expressly agrees that the character, duration and
geographical scope of the non-competition provisions set forth in this Agreement
are reasonable in light of the circumstances as they exist on the date hereof.
Should a decision, however, be made at a later date by a court of competent
jurisdiction that the character, duration or geographical scope of such
provisions is unreasonable, then it is the intention and the agreement of the
Executive and the Company that this Agreement shall be construed by the court in
such a manner as to impose only those restrictions on the Executive's conduct
that are reasonable in the light of the circumstances and as are necessary to
assure to the Company the benefits of this Agreement. If, in any judicial
proceeding, a court shall refuse to enforce all of the separate covenants deemed
included herein because taken together they are more extensive than necessary to
assure to the Company the intended benefits of this Agreement, it is expressly
understood and agreed by the parties hereto that the provisions of this
Agreement that, if eliminated, would permit the remaining separate provisions to
be enforced in such proceeding shall be deemed eliminated, for the purposes of
such proceeding, from this Agreement.
(b) If any provision of this Agreement otherwise is deemed to be
invalid or unenforceable or is prohibited by the laws of the state or
jurisdiction where it is to be performed, this Agreement shall be considered
divisible as to such provision and such provision shall be inoperative in such
state or jurisdiction and shall not be part of the consideration moving from
either of the parties to the other. The remaining provisions of this Agreement
shall be valid and binding and of like effect as though such provision were not
included.
15. Notices and Addresses. All notices, offers, acceptance and any other
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acts under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express
or similar receipted delivery, by facsimile delivery or, if mailed, postage
prepaid, by certified mail, return receipt requested, as follows:
To the Company: SFBC International, Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
With a Copy to: Xxxxxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxxxx, P.A.
0000 Xxxx Xxxxx Xxxxx Xxxx.
Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000
Facsimile (000) 000-0000
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To the Executive: Xx. Xxxxxx Xxxxxxx
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000
Facsimile: (000) 000-0000
or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted to, or from, as the case may be, the delivery in person or by
mailing.
16. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.
17. Attorney's Fees. In the event that there is any controversy or
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claim arising out of or relating to this Agreement, or to the interpretation,
breach or enforcement thereof, and any action or proceeding is commenced to
enforce the provisions of this Agreement, the prevailing party shall be entitled
to a reasonable attorney's fee, costs and expenses.
18. Governing Law. This Agreement and any dispute, disagreement, or
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issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, the obligations provided therein or performance
shall be governed or interpreted according to the internal laws of the State of
Florida without regard to choice of law considerations.
19. Entire Agreement. This Agreement constitutes the entire Agreement
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between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.
20. Additional Documents. The parties hereto shall execute such additional
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instruments as may be reasonably required by their counsel in order to carry out
the purpose and intent of this Agreement and to fulfill the obligations of the
parties hereunder.
21. Section and Paragraph Headings. The section and paragraph headings in
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this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
22. Arbitration. Except for a claim for equitable relief, any controversy,
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dispute or claim arising out of or relating to this Agreement, or its
interpretation, application, implementation, breach or enforcement which the
parties are unable to resolve by mutual agreement, shall be settled by
submission by either party of the controversy, claim or dispute to binding
arbitration in Miami-Dade County, Florida (unless the parties agree in writing
to a
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different location), before three arbitrators in accordance with the rules
of the American Arbitration Association then in effect. In any such arbitration
proceeding the parties agree to provide all discovery deemed necessary by the
arbitrators. The decision and award made by the arbitrators shall be final,
binding and conclusive on all parties hereto for all purposes, and judgment may
be entered thereon in any court having jurisdiction thereof.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date and year first above written.
SFBC International, Inc.
____________________________________ By:__________________________
Xxxx Xxxxxxx, M.D.,
President
____________________________________
Executive:
____________________________________ By:__________________________
Xxxxxx Xxxxxxx
____________________________________
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