EMPLOYMENT AGREEMENT
Exhibit
10.1
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 XXXXXXX XXXXXXXX (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 $12,250.00 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 $12,250.00 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 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 subpara-graphs 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: |
Xxxxxxx
Xxxxxxxx |
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__________________________
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__________________________
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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.
| Witnesees: |
L.I.M.S.
(USA), INC., a Florida corporation |
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| /s/ |
By:
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/s/ | |
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| As to “Company” |
“Company”
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| Witnesees: | |||
| /s/ | /s/ | ||
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As to
“Employee” |
Xxxxxxx
Xxxxxxxx
“Employee”
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