EMPLOYMENT AGREEMENT
Exhibit
10.2
THIS
EMPLOYMENT AGREEMENT, made and entered into this _____ day of
Nov 1st, 1993,
by and between L.I.M.S. (USA) INC., a
Florida corporation (hereinafter called “Company”) and DINU TOIBA
(hereinafter
called “Employee”).
W I T N
E S S E T H:
WHEREAS,
the parties desire to execute an agreement to contain the
terms of the employment of the Employee by the Company;
NOW,
THEREFORE, in consideration of the sum of Ten Dollars ($10.00)
and other good and valuable consideration to each party in hand paid by the
other, receipt whereof is hereby acknowledged, the parties
agree as follows:
1. Employment
Term. The
Employee has been employed by the Company since November 29, 1990. Beginning
January 1, 1991, the Employee
has worked on a full-time basis at the compensation levels described
below. The employment term shall continue until terminated
pursuant to the provisions of this agreement.
2. Compensation. The
Company agrees to pay to Employee and Employee
agrees to accept from Company in full payment for the work performed
by him under the terms of this agreement, the monthly salary
of $9,600.00 payable in equal monthly installments, on the last day
of each calendar month. The compensation shall be modified
annually as follows. The salary for calendar year 1993 shall be $9,600.00 per
month (the “Base Salary”). Thereafter, the compensation
shall be increased over the Base Salary by a percentage
equal to the percentage increase of the Index (hereinafter defined)
from January 1, 1993 to January 1 of the current calendar year.
Irrespective of the Index the compensation shall never be lower than the Base
Salary.
“Index”
shall mean the index figure for “all items” in the table
entitled “Consumer Price Index, U.S. Average” published monthly
by the Bureau of Labor Statistics of the U.S. Department of Labor.
In the event such index is discontinued or unavailable,
Employer
and Company shall agree on a comparable substitute index or submit the question
to binding arbitration.
Employee
shall also receive a family medical insurance package to be
chosen and paid for by the Company, as part of his compensation
package.
3. Full-Time
Performance. The
Employee’s position shall be Vice President of the Company. Employee shall
dedicate his full time efforts and energies to the Company and shall execute
and engage all of
his activities in the area of computer software solely through
the Company. Employee shall perform such duties as may be determined
and assigned said Employee from time to time by the officers
and/or Board of Directors of the Company. The Employee shall
devote full time and effort to the performance of his duties as
assigned him by the officers and Board of Directors of the Company.
4. Termination
of Employment. The
Company may, at any time, terminate
this agreement for good cause, which shall include but not be
limited to:
| (a) |
Misfeasance or
malfeasance in connection with the employment
provided for herein; |
| (b) |
Fraud,
embezzlement or
other criminal acts; |
| (c) |
Active
attempts to secure employment or positions with
others prior to resignation or prior to receipt of
notice of termination; provided, however, that
Employee shall have the right to seek other employment
or positions for a period of thirty (30) days
immediately prior to the expiration of this agreement;
and |
| (d) |
Failure to
comply with
the provisions of Paragraph 4
hereof. |
Notwithstanding
the foregoing, this agreement may be terminated by the Company without cause on
six months prior written notice.
5. Expense
Reimbursement. While
Employee is in the Company’s
employ, upon submission of proper proof by the Employee, Company will reimburse
him for all reasonable expenditures paid or incurred
by him at the request of the Company.
6. Damages.
Nothing herein contained shall be construed to prevent
the Company or Employee from seeking and recovering from the
other damages sustained by either or both of them as a result of his
or its breach of this agreement, and if such damages are
legally
recoverable, Employee or Company shall also pay the other for its
or his court costs and reasonable attorneys’ fees necessarily
incurred by it or him in recovering such damages.
7. Restrictive
Covenants.
Employee agrees that upon termination
of his employment with Company for any reason, he shall not
directly or indirectly engage in any business, enterprise or employment,
whether as owner, operator, stockholder, director, financial
backer, creditor, consultant, partner, agent, employee, or
otherwise, involving the manufacture, development or sale of computer
software which is competitive to the Company (or to Laboratory
Information and Management Systems Ltd., an Israeli corporation
which is the parent of the Company, or to L.I.M.S. International
BV which is an affiliate of the Company, or to any other
affiliate of the Company) anywhere in the world, for a period of two
(2) years after termination of his employment. Employee has taken
special notice of this provision and deems it reasonable. The
Employee further recognizes and acknowledges that it will be difficult,
if not impossible, to compute the amount of loss or damage
to the Company for violation of this restrictive covenant, and, accordingly,
the Company is without adequate legal remedy in the
event of the Employee’s breach of the covenant, and shall be entitled
to injunctive relief in any court of competent jurisdiction to
enforce the provisions of this restrictive covenant.
8. Disclosure
of Information.
Employee recognizes and acknowledges
that the list of names and addresses of Company’s customers
and Company’s sources of leads and its methods of obtaining
new business, the development of the Company’s products, programs,
processes, documents, formulae, and its methods of marketing,
management or of doing business, are valuable, special and
unique assets of Company. Employee agrees that he will not, during
or after the term of this agreement, disclose to any person, firm, corporation,
association or entity any information concerning the
foregoing.
9. Irreparable
Harm - Injunction.
Employee recognizes that a
violation by him of any of the covenants contained in Sections 8
3
and 9
hereof may cause irreparable harm and damage to Company, the amount
of which may be almost impossible to ascertain, and for that reason
Employee recognizes that Company may be entitled to an injunction
out of any court of competent jurisdiction restraining any
violation of any or all of the said covenants by Employee, his employees,
associates, partners,
or agents, either directly or indirectly,
and such right to injunction may be cumulative to and in
addition to whatever other remedies Company may have; provided, however,
that Employee shall have reasonable notice and opportunity to defend in any
proceedings instituted pursuant to this Section 10.
10. Vacation.
Employee shall be entitled to an aggregate of 20 paid working days of vacation
during each calendar year of the term hereof. Any vacation days not taken
during a calendar year may be
carried forward and applied to the following year.
11. Sick
Leave.
Employee shall be entitled to an aggregate of 20
paid working days of sick leave during each calendar year of the
term hereof. Any sick leave days not taken during a calendar year
may be carried forward and applied to the following calendar year.
12. Severance
Pay. Upon
the termination of this agreement, the
Employee shall be entitled to receive a lump sum severance payment
equal to 150% of his monthly salary immediately prior to termination
multiplied by the number of years of employment of the Employee
by the Company since January 1, 1993.
13. Severability. This
agreement shall be governed by the laws of
the State of Florida, and the invalidity of any one or more of the words,
phrases, sentences, clauses, sections, subparagraphs, or
subdivisions contained in this agreement shall not affect the enforceability of
the remaining portions of this agreement or any part
thereof, all of which are inserted conditionally on their being
valid, in law, and in the event that one or more of the words, phrases,
sentences, clauses, sections, subdivisions or subparagraphs
contained herein shall be invalid, this instrument shall be
construed as if such invalid word or words, phrase or
4
phrases,
sentence or sentences, clause or clauses, section or sections,
subdivision or subdivisions, subparagraph or subparagraphs
had not been inserted, and if such invalidity shall be caused
by the length of time or the size of any area set forth in any part hereof,
such period of time or such area, or both, shall be
considered to be reduced to a period or area which would cure such
invalidity.
14. Waiver.
Failure to insist upon strict compliance with any of
the terms, covenants or conditions hereof shall not be deemed a
waiver of such terms, covenants or conditions, nor shall any waiver or
relinquishment of such right or power hereunder, at any time
or times, be deemed a waiver or relinquishment of such right or
power at any other time or times.
15. Benefit. Except
as otherwise herein expressly provided, this agreement shall inure to the
benefit of and be binding upon the
Company, its successors and assigns, including, but not limited to, any
corporation which may acquire all or substantially all of the
Company’s assets and business, or with which the Company may be
consolidated
or merged, and Employee, his heirs, executors, administrators
and legal representatives, provided that the employment
obligations of Employee hereunder shall not be delegated.
16. Entire
Agreement. This
agreement contains the entire agreement between the parties hereto, and the
same shall not be modified
or altered except by another written agreement executed by each of
the parties hereto.
17. Notices. Any
notice required or permitted to be given under
this agreement shall be sufficient if in writing, and shall be
deemed served if deposited in the United States Mail, certified, return
receipt requested, and addressed as follows:
5
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To the
Company: |
L.I.M.S.
(USA), INC. |
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00000
X.X. 00xx Xxxxx |
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Xxxxx
Xxxxx, Xxxxxxx 00000 |
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To the
Employee: |
Dinu
Toiba |
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| ___________________________ | ||
| ___________________________ |
18. Captions. The
captions of this agreement are inserted for the purpose of convenient reference
and in no way define, limit or prescribe the scope or intent of this
agreement.
IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the
day and year first above written.
| Witnessee: |
L.I.M.S.
(USA), INC., a Florida corporation |
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/s/
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By:
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/s/
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As to
“Company” |
“Company”
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| Witnesses: | |||
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/s/
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/s/
Dinu
Toiba |
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As to
“Employee” |
Dinu
Toiba
“Employee”
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