[LETTERHEAD OF XXXXXXXX CAPITAL CORP. APPEARS HERE]
EMPLOYMENT CONTRACT
This Agreement is made at 0000 Xxxx Xxxxxxxxx, Xxx Xxxxxxx XX 00000, on July 1st
1996, by and between Xxxxxxxx Capital Corporation, a company with offices at
0000 Xxxx Xxxxxxxxx, Xxx Xxxxxxx XX 00000, herein after referred to as "The
Company" whose name will be changed to Dental Services of America, Inc., and
XXXXX SHYAM, an individual residing at 0000 X.X. 000xx Xx. #X000, XXXXX XXXXX,
XX 00000 herein after referred to as "The Executive".
WITNESSETH:
WHEREAS The Company and The Executive desire to effect an employment arrangement
under the terms and conditions contained in this Agreement;
WHEREAS The Executive desires to render services to The Company upon the terms
and conditions herein set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
promises made herein and for other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, The Company and The Executive
mutually agree as follows:
1. Employment: The Company employs The Executive who accepts such employment.
The Company and The Executive hereby revoke, terminate and void all prior
written or oral employment agreements or employment arrangements previously
made.
2. Term.
2.1 The term of this Agreement shall be for a period of Three (3) years
commencing on the date of this Agreement.
2.2 After this 3 year period, this Agreement shall continue from year to
year.
3. Compensation.
3.1 For all services rendered under this employment agreement by The
Executive, The Company shall pay The Executive a basic gross salary of
$48,000/= per year, payable in monthly installments of $4,000/= of
which 1/4 will be deferred during the first year, until the
beginning of the 2nd year. The deferred portion will then be paid each
month during the second year along with the second year salary of
$53,000/= which will be paid in full as earned. The third year salary
will be $58,000/= which will be paid in monthly installments.
3.2 The Executive may receive bonuses in addition to the compensation
stated above when and as determined by The Company's Board of
Directors.
3.3 The Company acknowledges and agrees to pay The Executive full Basic
Salary during the term of this agreement.
4. Duties and Responsibilities of The Executive. The Executive shall devote
substantially all of his business time and attention to the The Company. The
expenditure of reasonable time for charitable and professional activities
shall not constitute a breach of this Agreement if such activities do not
materially interfere with The Executive's performance of duties and
obligations, as solely determined by The Company. The Executive specifically
agrees to place all duties to The Company above all other activities and
will abandon or curtail outside activities if so directed by The Company if
in it's opinion there exists a conflict or other reasonable grounds for
abandoning or curtailing such activities.
5. Working Facilities and Expenses.
5.1 The Company will furnish The Executive with an office, a monthly
vehicle allowance if required, and technical and secretarial assistance
and other facilities and services suitable for the performance of The
Executive's duties and obligations under this Agreement.
5.2 In accordance with general corporate policies, The Company may
reimburse The Executive for reasonable expenses related to the
performance of duties including (but not limited to): automobile and
reasonable and necessary travel expenses and other bonafide out of
pocket disbursements.
6. Fringe Benefits: The Executive may be entitled to participate in any
Corporate plans or agreements regarding retirement, health, disability, life
insurance, and other related fringe benefits, in accordance with the terms
and conditions of each. The Executive will also be entitled to participate
in The Company's Stock Option Plans and other benefits provided by The
Company.
7. Vacations and Other Time-Off.
7.1 The Executive shall be entitled to an annual vacation, with full Basic
Salary, and at times approved by The Company.
7.2 The Executive shall be entitled to further additional time (with full
Basic Salary) for attendance at meetings, conventions, seminars and/or
post-graduate courses reasonably related to the performance of duties
that will be approved by The Company.
8. Termination.
8.1 Termination For Cause: The Company may terminate The Executive and all of
The Company's obligations be giving notice of such termination with
reasonable specificity of the details of cause. For purposes of this
agreement, the board of directors of The Company, acting in its
reasonable discretion shall determine if The Company has cause to
terminate The Executive.
8.2 Termination Without Cause: The Company may terminate The Executive
without cause on 30 days notice by giving The Executive written notice of
such termination.
8.3 Effect of Termination: On termination for cause of The Executive's
employment, neither The Executive nor the executive's beneficiary shall
have any further rights under this agreement or any claims against The
Company except the right to receive any unpaid portion of the salary and
reimbursement for any expenses which shall not have been here to for been
reimbursed to the termination date. Upon termination without cause, The
Company shall continue to pay The Executive basic salary for the
remaining term of this agreement.
9. Covenant not to Compete.
9.1 The Executive recognizes that the services to be performed by him are
special unique and extraordinary. Both parties confirm that it is
reasonably necessary for the protection of The Company that The Executive
hereby agrees that he shall not directly or indirectly during the term of
this agreement and for 24 months after the termination date that he shall
not indirectly during anytime provide any information on the products,
advice, counseling, or technical assistance to anyone regarding the
products or service of The Company in any state of the US or any other
country in which The Company is engaged in or expected to engage in
business.
9.2 The Executive will not directly or indirectly on behalf of himself or
anyone else during the term solicit any customers of The Company.
9.3 Injunction: Duration and scope of Limitation. In the event of any actual
or threatened breach by The Executive of section 9.1 and 9.2 above, The
Company shall be entitled to an injunction restraining The Executive
from the prohibited conduct. Not withstanding any other provisions of
this agreement, if a court of competent jurisdiction should hold that
the duration and/or scope (geographic or otherwise) of the covenants
contained in this agreement are unreasonable, then, to the extent
permitted by law, the court may prescribe a duration and/or scope
(geographic or otherwise) that is reasonable and judicially enforceable.
Nothing herein stated shall be construed as prohibiting The Company or
any third party from pursuing any other remedies available to it for
such breach or threatened breach, including the recovery of damages from
The Executive.
10. Miscellaneous:
10.1 This Agreement may be amended, altered or changed only through a
written document signed by The Executive and The Company.
10.2 This Agreement supersedes, cancels, nullifies and voids any previous
Employment Agreement (written or oral) between The Company and The
Executive.
10.3 All provisions of this Agreement are severable and no provision hereof
shall be affected by the invalidity of any other such provision.
10.4 This agreement shall be governed and construed in accordance to the
laws of the State Of Florida.
IN WITNESS WHEREOF, the Parties hereto have executed this agreement as of the
date set forth above.
XXXXXXXX CAPITAL CORP.
XXXXXXX XXXXXXX XXXXXX XXXXXX
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Witness Officer
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxx
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Signature Signature
The Executive
PAULO XXXXXXXXX XXXXX SHYAM
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Witness The Executive
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxx Shyam
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Signature Signature
