Exhibit 10.1
EMPLOYMENT CONTRACT
THIS EMPLOYMENT CONTRACT ("Contract") is made effective the
20th day of December, 1999 ("Effective Date"), by and between FIRST AID SELECT,
INC., a Florida corporation ("Employer") and XXXXXX X.
XXXXXXX ("Employee").
1. Employment. The Employer employs the Employee as the Chief Executive
Officer of Employer and the Employee accepts such employment, upon the terms and
conditions set forth in this Contract.
2. Term. The Employee's employment with the Employer shall commence the
day after the closing of the Share Purchase Agreement between Xxx Xxxx-Xxxxxx,
Inc., Employee and Xxxxx Xxxxxx (the "Share Agreement"), and shall continue for
a period of 60 months or until otherwise terminated as provided in this Contract
("Term").
3. Compensation. The Employer shall pay the Employee an annualized Base
Compensation of $100,000, commencing January 1, 2000. The Employee shall be
eligible for a one time $25,000 increase in his Base Compensation as of January
1 of the year subsequent to which the Employer's net income after tax exceeds
$250,000.
In addition to Employer's Base Compensation, the Employer shall pay to
Employee (i) an annual bonus of $25,000, payable on December 31 of each year in
which Employee's Base Compensation is less than $125,000; and (ii) an annual
bonus equal to 50% of Employee's Base Compensation for the prior year, payable
30 days after submission of the financial statements to the Employer's Board of
Directors, provided that the Employer meets or exceeds all goals for the prior
year set forth in such business plan, as attached hereto as Exhibit A, and which
may be amended from time to time by the Employer's Board of Directors .
4. Duties and Responsibilities. The Employee shall faithfully discharge
the duties that may be reasonably assigned to him by the Employer and which are
generally commensurate with those of a chief executive officer. The Employee
shall devote all of the Employee's business time and attention to the discharge
of his assigned duties and shall use his best efforts for the success of the
Employer's business.
The Employee shall not, during the Term, except with the written
consent of the Employer, engage in any activities, whether alone, or as an
agent, consultant, partner, member, share holder, owner, employee, officer,
director, manager, contractor or otherwise, if such activities (i) materially
interfere with the Employee's performance of his assigned duties, or (ii)
involve any activity competitive with and adverse to Employer's business.
5. Fringe Benefits. The Employee shall be entitled to participate
during the Term in any plans or agreements maintained by the Employer, or
affiliated entities to the extent the Employee is entitled to participate in
such, relating to retirement, health and life insurance and other related
benefits for its employees, all in accordance with their terms and conditions
and subject to Employee's insurability at standard rates.
In addition, Employer shall pay to or reimburse the Employee up to $500
for an automobile allowance.
6. Stock Options.
6.1 Definitions. Unless the context otherwise requires, the
following terms shall have the following meanings in this Section 6:
A. "Cause" means (i) the conviction of any crime, (ii)
significant intentional destructive act committed by
the Employee against the Employer or its employees,
(iii) an act of moral turpitude or condition by the
Employee while an employee of the Employer which has
a significant detrimental effect on the business or
reputation of the Employer, or (iv) a consistent
failure of the Employee to perform his reasonably
assigned duties as an employee of the Employer which
has a detrimental effect on the business or
reputation of the Employer. A determination of Cause
shall be made by the Board in good faith after
written notice by the Employer to the Employee
stating the current problems with the Employee and
giving the Employee a reasonable period of time to
correct such if, in the Board's opinion, such is
correctable.
B. "Change of Control" means the (i) transfer or other
act or action in which a majority of the Shares are
transferred to a new owner or owners in a single
transaction or a series of transactions occurring
within any 12 month period or (ii) the merger or
consolidation of the Employer with any other entity,
or (iii) the sale of substantially all of the assets
of the Employer.
C. "Date of Grant" means January 1, 2000.
D. "Option Expiration Date" means January 1, 2010.
E. "Option Exercise Period" means the period, up to the
Option Expiration Date, during which the option
granted hereby is exercisable.
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F. "Shares" means the shares of the common capital stock
of the Employer.
6.2 Grant of Option. The Employer hereby grants to the
Employee, effective as the Date of Grant, an option (the "Option") to purchase
150,000 Shares pursuant to the terms of this Agreement.
In the event of a change in outstanding Shares by reason of a
Share dividend, recapitalization, stock split, combination or exchange of
shares, or the like, the maximum number of Shares subject to Option shall be
appropriately adjusted by the Employer (disregarding any fractional Shares
resulting therefrom).
6.3 Option Price. The exercise price of the Option shall be
$1.50 for each Share issued pursuant to the Option.
6.4 Duration. Subject to the limitations set forth below, the
Option shall expire on the Option Expiration Date. The Option shall in no event
be exercisable after the Option Expiration Date.
6.5 Limitations on Exercise. The Option may be exercised
during the Option Exercise Period only as follows:
Cumulative Number
of Shares Available
From and After (Date of Grant) For Purchase
------------------------------ ------------
(Date of Grant) 0%
December 31, 2000 10%
December 31, 2001 30%
December 31, 2002 50%
December 31, 2003 75%
December 31, 2004 100%
Notwithstanding the above Schedule, the cumulative number of
Shares available for purchase by the Employee upon a Change of
Control shall be 100%
Employee may purchase all or any part of the Shares available for purchase at
any time on or after the date on which such Shares become available for purchase
and on or before the Option Expiration Date.
6.6 Termination of Employment.
A. In the event the Employee ceases to be employed by the
Employer, the Option shall terminate as follows:
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1. If Employee's termination of employment is due to his
death or disability, the Option (to the extent
exercisable at the time of Employee's termination of
employment) shall be exercisable for a period of one
year following such termination of employment, but
thereafter shall terminate and shall be canceled.
2. If Employee's termination of employment is for any
reason other than death, disability or Cause, the
Option (to the extent exercisable at the time of
Employee's termination of employment) shall be
exercisable for a period of three months following
such termination of employment, but thereafter shall
terminate and shall be canceled.
3. If Employee's termination of employment is for Cause,
the unvested portion of the Option, whether
exercisable or not, shall terminate and be canceled
upon such termination of employment.
B. If Employee dies following termination of Employee's
employment but during the period in which the Option continues
to be exercisable in accordance with this Section, the Option
shall continue to be exercisable (to the extent exercisable by
Employee at the time of death) by Employee's estate or by the
person who acquires the right to exercise the Option by
bequest or inheritance, for a period of one year following the
date of Employee's death (but in no event after the Option
Expiration Date).
6.7 Non-Transferability. The Option may not be transferred by
Employee other than by will or the laws of descent and distribution. The Option
shall be exercisable during the lifetime of Employee only by him or his legal
representative.
6.8 Withholding of Taxes. The Employer shall have the right to
deduct from any payment of cash to Employee an amount equal to the federal,
state and local income taxes and other amounts required by law to be withheld
with respect to any Option. In addition, if Employee is entitled to receive
Shares upon exercise of the Option, the Employer shall have the right to require
Employee, prior to the delivery of the Shares, to pay to the Employer the amount
of any federal, state or local income taxes or other amounts which the Employer
is required by law to withhold.
6.9 Voting Trust Agreement. Employee's shares acquired
pursuant to exercise of the Option shall be subject to the Voting Trust
Agreement between Employee, Xxx Xxxx-Xxxxxx, Inc., and other shareholders, dated
as of the date hereof, as such agreement may be amended from time to time.
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6.10 Compliance with Florida Securities Laws. The Option may
not be exercised unless, at the time of such exercise, the Shares to which the
exercise relates (i) are exempt securities under the Florida securities laws, or
(ii) are the subject matter of an exempt transaction under such laws, or (iii)
are registered by description, by coordination, or by qualification under such
laws, or (iv) are the subject matter of a transaction which has been registered
by description under such laws. The Employer shall use reasonable efforts to
satisfy the foregoing condition.
6.11. Non-Alienation of Benefits. No benefit payable under
this Contract may be anticipated, alienated, sold, transferred, assigned,
pledged, garnished or encumbered by the Employee, and any attempt to do so will
be void.
6.12 No Guarantee of Employment. The Employee expressly
acknowledges that neither the grant of the Option nor the exercise thereof nor
any other provisions of this Contract constitutes a guarantee of employment by
the Employer.
7. Vacation. The Employee shall be entitled to three weeks for time off
for vacation, to be taken in accordance with the Employer's policies in effect
from time to time.
8. Expenses. The Employee may be reimbursed for the Employee's
reasonable business expenses for the benefit of the Employer in accordance with
the general policies of the Employer as adopted from time to time. The Employee
shall provide the Employer with any documentation for such expenses as the
Employer may require for federal income tax deduction purposes.
9. Termination. This Contract shall be terminated upon the happening of
any of the following events:
A. Whenever the Employer and the Employee shall mutually agree in
writing to a termination;
B. Upon the death of the Employee;
C. Immediately upon notice by the Employee to the Employer upon
the Employer's breach of any of the material terms or
provisions of this Contract or by the Employer for Cause; or
D. Notwithstanding any of the above provisions, immediately upon
written notice by the Employer to the Employee of his
termination of employment without cause. In such event, within
30 days of termination, the Employer shall pay the Employee a
severance amount equal to one-half of the Employee's then
current annualized Base Compensation.
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10. Files. All records contained in the Employer's files are the
property of the Employer, and the Employee shall not remove or copy such records
upon the termination of the Employee's employment.
11. Governing Law. This Contract shall be governed by the laws of the
State of Florida and shall be construed in accordance therewith without
reference to its conflict of law provision. The parties intend to and hereby
confer jurisdiction to enforce this Agreement upon the courts of and for
Florida.
12. Severability. In the event that any word, phrase, clause, sentence
or other provision in this Contract shall violate any applicable statute,
ordinance or rule of law in any jurisdiction which governs this Contract, such
provisions shall be ineffective to the extent of such violation without
invalidating any other provision in this Contract.
13. Notice. All notices, requests, demands and other communications
required or permitted to be given under this Contract shall be in writing and
shall be deemed to have been given (a) when delivered personally, (b) the third
business day after being deposited in the U.S. mail, certified, postage prepaid,
return receipt requested, or (c) on the first business day after being sent by a
nationally recognized overnight express courier service, to a party addressed as
follows:
If to Employee:
---------------
Xxxxxx X. Xxxxxxx
00000 Xxxxxx Xxxxx
Xxxxx Xxxxxxx, Xxxxxxx 00000
If to Employer:
---------------
President
First Aid Select, Inc.
00000 XX 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
14. Amendments, No Waiver. This Contract may not be amended, altered,
modified or extended except by written agreement signed by each of the parties.
No provision may be waived except by an agreement in writing signed by the
waiving party. A waiver of any term or provision shall not be construed as a
waiver of any other term or provision.
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IN WITNESS WHEREOF, the parties have signed this Contract as of the day
and year first above written.
EMPLOYER
FIRST AID SELECT, INC.
By ___________________________________
Xxxxx Xxxxxx, Chairman
EMPLOYEE
______________________________________
Xxxxxx X. Xxxxxxx
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