Exhibit 10.12
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EMPLOYMENT AGREEMENT
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AGREEMENT made as of this 4th day of May, 1998 (this "Agreement"),
between EURO BROKERS INC., a Delaware corporation ("Euro Brokers"), with offices
at Two World Trade Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Xxxxxx
Xxxxxxxxx ("Xxxxxxxxx"), residing at 000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000.
Insofar as Euro Brokers desires to secure the exclusive services of
Xxxxxxxxx, and Xxxxxxxxx desires to be employed exclusively by Euro Brokers, it
is hereby agreed, in consideration of the covenants and agreements herein
contained, as follows:
1. Employment, Acceptance and Term
Subject to the provisions hereof, Euro Brokers agrees to employ the
exclusive services of Xxxxxxxxx, and Xxxxxxxxx agrees to provide his services
exclusively to Euro Brokers, for a term commencing on the date hereof and ending
on April 30, 2000, which date (the "Initial Termination Date") shall also be the
date upon which this Agreement shall terminate (except for such provisions
hereof as shall expressly survive termination or expiration). Notwithstanding
the foregoing, this Agreement and the term of employment of Xxxxxxxxx hereunder
(the "Term") will automatically continue past the Initial Termination Date
unless and until terminated by Euro Brokers or Xxxxxxxxx on not less than three
(3) months prior written notice expiring on or after the Initial Termination
Date (a "Notice of Termination").
2. Duties and Authority
2.1 During the Term hereof, Xxxxxxxxx shall faithfully and
diligently devote Xxxxxxxxx'x full time, best efforts, skills and energies to
the business (the "Business") of Euro Brokers and its subsidiary and affiliated
companies, including its public parent company, Maxcor Financial Group Inc.
(collectively, the "Euro Brokers group companies"). Xxxxxxxxx'x initial position
shall be as Chief Financial Officer of Euro Brokers Investment Corporation.
Xxxxxxxxx agrees not to accept any other employment or render advisory services
during the Term, nor shall Xxxxxxxxx permit such personal business interests as
Xxxxxxxxx may have to interfere with the performance of Xxxxxxxxx'x duties
hereunder. Xxxxxxxxx agrees to faithfully and diligently perform, to the best of
Xxxxxxxxx'x abilities, such duties, consistent with his appointment hereunder,
as may from time to time be assigned to Xxxxxxxxx by the Chief Executive
Officer, Chief Operating Officer and/or Board of Directors of Euro Brokers
Investment Corporation (or any designee of the foregoing). Xxxxxxxxx agrees to
serve without additional compensation, if elected or appointed thereto, as a
director and/or officer of any of the Euro Brokers group companies and as a
member of any committees of the board of directors of any such corporations.
Xxxxxxxxx will duly, punctually and faithfully perform and observe all rules
that Euro Brokers may from time to time establish concerning the conduct of any
aspect of the Business in which Xxxxxxxxx is engaged.
2.2 Xxxxxxxxx grants Euro Brokers the right to obtain insurance on
Xxxxxxxxx'x life during the Term hereof for the benefit of Euro Brokers in such
amount as Euro Brokers shall deem appropriate and hereby agrees to execute all
such documents and perform all such acts as Euro Brokers shall reasonably
require in connection therewith.
EMPLOYMENT AGREEMENT: Xxxxxx Xxxxxxxxx
May 4, 1998
Page 2
3. Compensation
3.1 During the Term hereof, Euro Brokers shall pay Xxxxxxxxx
compensation at the rate of U.S. $150,000 per annum ("Base Salary"), payable
periodically in accordance with Euro Brokers' then-prevailing payroll
procedures.
3.2 In addition, during the Term Xxxxxxxxx shall be eligible to
receive such semi-annual bonus payments as the Chief Executive Officer of Euro
Brokers, in his or her sole discretion, may determine to award to Xxxxxxxxx.
Such bonuses are contingent upon Xxxxxxxxx performing all of Xxxxxxxxx'x
obligations under this Agreement, Xxxxxxxxx not having delivered a Notice of
Termination more than 45 days prior to the relevant bonus payment date and
Xxxxxxxxx'x continued employment by Euro Brokers on the relevant bonus payment
date.
3.3 All payments to Xxxxxxxxx under this Agreement shall be subject
to reduction by the amount of any applicable withholding and other items that
Euro Brokers may be required or authorized by applicable law to deduct.
4. Expenses
In addition to the compensation payable to Xxxxxxxxx pursuant to
Section 3 hereof, Euro Brokers shall pay or reimburse Xxxxxxxxx, upon submission
of proper vouchers in respect thereof, all reasonable and necessary
transportation, hotel, living and related expenses incurred by Xxxxxxxxx on
business trips and all other reasonable and necessary business and entertainment
expenses, provided that all such expenses shall have been incurred in accordance
with Euro Brokers' policies or procedures or approved in advance by the Chief
Operating Officer of Euro Brokers or his or her designee.
5. Additional Benefits
Xxxxxxxxx shall be entitled to 15 days annual vacation, to be taken
at such time or times as shall be mutually agreed between Euro Brokers and
Xxxxxxxxx; provided, however, that vacation not taken shall not accrue from
year-to-year or be compensated for at the end of the Term. Xxxxxxxxx shall also
be entitled to participate in all medical, health, retirement, insurance,
hospitalization, disability and other plans which Euro Brokers may in its sole
discretion establish from time to time for the benefit of similarly-situated
employees, provided that Xxxxxxxxx is eligible by the terms thereof to
participate therein.
6. Termination of Employment
6.1 Notwithstanding anything to the contrary herein, Xxxxxxxxx'x
employment hereunder shall automatically terminate as follows, and Euro Brokers
shall have no obligations hereunder other than to pay sums due to Xxxxxxxxx (or
heirs of Xxxxxxxxx) as of the date of such termination: (i) upon Xxxxxxxxx'x
death; (ii) upon written notice given by Euro Brokers following Xxxxxxxxx'x
failure to perform the duties of the position for a period of 45 consecutive
days, or 60 days in the aggregate during any twelve-month period (except as may
EMPLOYMENT AGREEMENT: Xxxxxx Xxxxxxxxx
May 4, 1998
Page 3
be prohibited by federal, state or local disability laws); (iii) upon expiration
of a Notice of Termination given by either Euro Brokers or Xxxxxxxxx, for any
reason or no reason, in accordance with Section 1 of this Agreement; (iv) upon
termination of this Agreement by mutual consent of the parties; or (v) upon
prior written notice to Xxxxxxxxx of action taken by Euro Brokers to discharge
Xxxxxxxxx for Cause, which notice shall specify the reasons therefor.
6.2 "Cause" as used herein shall mean Xxxxxxxxx'x (i) breach of any
material term hereof that is not cured by Xxxxxxxxx promptly after written
notice thereof from Euro Brokers, (ii) failure to act in accordance with any
direction of the Chief Executive Officer, Chief Operating Officer or Board or
Directors of Euro Brokers Investment Corporation (or any designee of the
foregoing) where the direction is reasonable, lawful and not inconsistent with
Xxxxxxxxx'x position, (iii) commission of a felony, (iv) commission of any
material act of disloyalty against any of the Euro Brokers group companies, (v)
fraud, misappropriation or dishonesty in connection with Xxxxxxxxx'x employment
hereunder, (vi) alcohol or drug abuse, (vii) material failure to comply with the
applicable written internal policies or procedures of the Business or (ix)
violation of any material statute, rule or regulation governing the Business.
6.3 This Section 6 (including as it references Section 1 hereof)
sets forth the exclusive reasons and methods for terminating this Agreement and
Xxxxxxxxx'x employment hereunder.
7. Confidential Information; Other Employees
7.1 Xxxxxxxxx acknowledges that due to Xxxxxxxxx'x position and
duties with Euro Brokers, Xxxxxxxxx will have access to the trade secrets,
client lists, customer preferences, computer software programs, financial
models, technology practices and other proprietary and/or confidential
information (collectively, "Confidential Information") of or relating to the
Business and/or the Euro Brokers group companies. Accordingly, Xxxxxxxxx agrees
that Xxxxxxxxx shall not at any time (whether during or after the Term hereof)
use outside the scope of Xxxxxxxxx'x employment hereunder or disclose to anyone
any Confidential Information. At or prior to the end of the Term, Xxxxxxxxx
shall return to Euro Brokers all copies of any written (or otherwise stored,
including electronically) Confidential Information (including any notes,
extracts or other documents reflecting such information) in Xxxxxxxxx'x
possession.
7.2 Both during the Term hereof and during the twelve-month period
immediately following any end of the Term, Xxxxxxxxx agrees that Xxxxxxxxx shall
not in any manner, directly or indirectly, without Euro Brokers' prior written
consent, enter into any arrangement with or otherwise solicit, entice or
encourage any person who is, or within six months prior to the end of the Term
was, an employee of any of the Euro Brokers group companies (i) to terminate
such employee's employment with such Euro Brokers group company or (ii) to apply
for or accept employment with any business that is competitive with the
Business.
EMPLOYMENT AGREEMENT: Xxxxxx Xxxxxxxxx
May 4, 1998
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8. Certain Remedies
8.1 Xxxxxxxxx acknowledges that given Xxxxxxxxx'x special skills and
unique responsibilities with Euro Brokers and Xxxxxxxxx'x access to Confidential
Information, and given the vital importance to Euro Brokers of its human
resources and of preserving information and businesses developed at its expense,
that any breach or violation, or threatened breach or violation, by Xxxxxxxxx of
the provisions of the preceding Section 7 shall cause irreparable harm to Euro
Brokers, which harm cannot be fully redressed by the payment of damages to Euro
Brokers. Accordingly, Xxxxxxxxx agrees that Euro Brokers shall be entitled, in
addition to any other right and remedy it may have, at law or in equity, to an
injunction, without the posting of any bond or other security, enjoining or
restraining Xxxxxxxxx from any such breach or violation or threatened breach or
violation of said Section 7.
8.2 Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under all applicable
laws. However, in the event that any such provision or portion thereof shall be
held by an arbitrator or court of competent jurisdiction to be invalid, illegal
or unenforceable, all other provisions of this Agreement shall remain in full
force and effect, and not be affected by such invalidity, illegality or
unenforceability of the Invalid Provision or any modification thereof or
substitution therefor.
8.3 Should Euro Brokers or Xxxxxxxxx be required to engage legal
counsel and/or to institute any action, arbitration or proceeding (including
seeking an injunction) to enforce or prevent the breach or threatened breach of
any of the provisions of this Agreement and/or to seek any other remedy at law
or in equity, then the prevailing party in such action, arbitration or
proceeding (or, if there is no single prevailing party, the party that prevails
with respect to the preponderance of the issues in dispute) shall be entitled to
recover from the other party all costs and expenses incurred thereby, including,
but not limited to, reasonable attorneys' fees, expenses and all other costs.
8.4 This Section 8, Section 7 above and Sections 9, 10 and 15 below
shall survive the Term, the cessation of Xxxxxxxxx'x employment with Euro
Brokers and any termination of this Agreement.
9. Representations and Warranties of Xxxxxxxxx
Xxxxxxxxx represents and warrants that Xxxxxxxxx is free to enter
into this Agreement and to perform the duties required hereunder, and that there
are no employment contracts, restrictive covenants or other restrictions that
would be breached by or prevent the performance of Xxxxxxxxx'x duties hereunder.
10. Inventions, Discoveries, Etc.
10.1 Xxxxxxxxx shall promptly and fully disclose to Euro Brokers and
with all necessary detail for a complete understanding of the same, all
developments, knowhow,
EMPLOYMENT AGREEMENT: Xxxxxx Xxxxxxxxx
May 4, 1998
Page 5
discoveries, inventions, improvements, concepts, ideas, writings, formulae,
processes and methods (whether copyrightable, patentable or otherwise) made,
received, conceived, acquired or written during working hours or otherwise by
Xxxxxxxxx (whether or not at the request or upon the suggestion of Euro Brokers)
during the Term, solely or jointly with others, in or relating to any activities
of any of the Euro Brokers group companies or any of their respective customers
known to Xxxxxxxxx as a consequence of Xxxxxxxxx'x employment (collectively
referred to as the "Subject Matter").
10.2 Xxxxxxxxx hereby assigns and transfers, and agrees to assign
and transfer, to Euro Brokers, all Xxxxxxxxx'x right, title and interest in and
to the Subject Matter, and Xxxxxxxxx further agrees to deliver to Euro Brokers
any and all drawings, notes, specifications and data relating to the Subject
Matter and to execute, acknowledge and deliver all such further papers,
including applications for copyrights and patents for any thereof in any and all
countries, and to vest title thereto in Euro Brokers. Xxxxxxxxx shall assist
Euro Brokers in obtaining such copyrights or patents during the Term and any
time thereafter and to testify in any prosecution or litigation involving any of
the Subject Matter.
11. Notices
All notices hereunder shall be in writing and delivered by hand or
sent by registered mail or overnight courier, addressed to such party at its
address referred to above, or at such other address as such party may from time
to time designate by notice to the other party. Any such notice shall be deemed
to have been given on the date delivered by hand, the business day after deposit
with an overnight courier, or on the fifth day following the mailing thereof.
12. Waivers
The failure of either party to insist in any one or more instances
upon strict performance of any of the terms or conditions of this Agreement
shall not be construed as a waiver of any right granted hereunder or of the
future performance of any such term or condition. No waiver of any term or
condition of, or consent, authorization or notice under, this Agreement shall be
made except by a written instrument, specifically referring to this Agreement,
executed by the party (in the case of Euro Brokers, by either its Chief
Executive Officer or Chief Operating Officer) charged with the waiver or
providing the consent, authorization or notice. No waiver of any breach of any
provision of this Agreement shall be deemed to constitute a waiver of any other
breach of such provision or a waiver of any breach of any other provision of
this Agreement.
13. Agreement Complete; Amendments; Counterparts
This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof, and there are no oral agreements or
understandings with respect to or affecting this Agreement. This Agreement may
not be amended, supplemented, canceled or discharged except by a written
instrument specifically referring to this Agreement and
EMPLOYMENT AGREEMENT: Xxxxxx Xxxxxxxxx
May 4, 1998
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executed by each of the parties hereto. This Agreement may be executed in two or
more counterparts, all of which, taken together, shall constitute one and the
same instrument.
14. Assignment
Xxxxxxxxx acknowledges that the services to be rendered by Xxxxxxxxx
are personal in nature and, accordingly, agrees not to assign any of Xxxxxxxxx'x
rights or delegate any of Xxxxxxxxx'x duties or obligations under this Agreement
(and any such assignment or delegation shall be null and void). The rights and
obligations of Euro Brokers under this Agreement shall inure to the benefit of,
and shall be binding upon, any successor or assign of Euro Brokers.
15. Governing Law and Exclusive Jurisdiction
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without reference to its principles of
conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
EURO BROKERS INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chief Operating Officer
Agreed and Accepted:
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
