EMPLOYMENT AGREEMENT
Exhibit
10.1
THIS
EMPLOYMENT AGREEMENT
(the
“Agreement”), made and entered into as of the ____
day of
June
2007,
by and
between:
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(i)
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XXXXX
X. PRYGELSKI,
an individual of Coral Springs, Florida (the “Employee”)
and
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(ii)
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21ST
CENTURY HOLDING COMPANY,
a
Florida corporation with offices and place of business in Lauderdale
Lakes, Florida (the “Company”).
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PRELIMINARY
STATEMENT
WHEREAS,
the
Company is engaged in the insurance business and desires to employ Employee
and
to secure for the Company the benefit of Employee’s experience, efforts and
abilities in connection with the business of the Company, all as provided
herein; and
WHEREAS,
the
Company has and will continue to expend substantial resources in connection
with
the aforementioned endeavors; and
WHEREAS,
the
Company desires to engage Employee as Chief Financial Officer of the Company
to
perform accounting and management functions and other services in connection
with the business of the Company, and
NOW,
THEREFORE,
in
consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Employment.
Effective as of June ____, 2007, the Company employs Employee, and Employee
hereby accepts employment by Company, and agrees to serve the Company, upon
the
terms and conditions set forth in this Agreement.
2. Term
of Employment.
The
Employee shall be employed for a period of three (3) year(s) from the date
set
forth in Paragraph 1 herein (the period of employment may be referred to as
the
“Term of Employment”).
3. Duties
of Employee.
So long
as employed hereunder, Employee agrees to devote Employee’s full business time
and energy to the business and affairs of the Company, to perform Employee’s
duties hereunder effectively, diligently and to the best of Employee’s ability
and to use Employee’s best efforts, skill and abilities to promote the Company’s
interests. Employee’s duties shall include, but are not limited to, sales and
management functions for the Company, as well as providing any other services
as
may be determined by the Company from time to time in the Company’s reasonable
discretion.
Note:
It
is understood that it is the Employee’s responsibility to produce the Company’s
quarterly and annual financials accurately and on time and if that does not
occur, the Company’s Board of Directors may change the Employee’s title, duties
and/or description, however, this contract will be otherwise
unaffected.
4. Compensation.
For all
services to be rendered by Employee to the Company during the Term of
Employment, the Company agrees to compensate Employee and Employee agrees to
accept from Employer, the following compensation:
(a) Base
Salary.
The
Company agrees to pay Employee an annual salary of ONE HUNDRED SIXTY THOUSAND
DOLLARS ($160,000.00) per year payable biweekly, in the following
amount:
SIXTY-ONE
HUNDRED FIFTY-THREE DOLLARS and 85/100 ($6,153.85)
biweekly
(b) After
the
execution of this Agreement, Employee shall receive 20,000 stock options to
purchase the Company’s common stock pursuant to the 1998 Stock Option Plan of
21st Century Holding Company, with the xxxxx xxxxx set at 2% over the fair
market value on the effective date of this Agreement, vesting 20% per year
and
expiring six (6) years from the grant date.
(c) Medical
Insurance.
In
addition to the Employee’s salary and bonus, as set forth above, and so long as
Employee is employed by the Company, the Company agrees to provide and pay
the
premium cost for medical insurance coverage for the Employee commensurate with
the coverage provided by the Company for other similarly situated
employees.
(d) Vacation/Personal
Time.
Employee shall be entitled to reasonable vacations and/or personal time off
during each year of the Term, the time and duration thereof to be determined
by
mutual agreement between Employee and the Company.
5. Termination.
Employee’s employment with the Company may be terminated by the Company if any
of the following shall occur:
(a) Employee
shall be discharged for “good cause” which shall mean that:
(i) there
has
been continued neglect on the part of the Employee in the performance of
Employee’s duties under this Agreement with notice and an opportunity to cure:
or
(ii) Employee
shall have committed a material breach of any term or condition of this
Agreement; or
(iii) Employee
is convicted of a felony or of any crime involving moral turpitude which is
committed by Employee during the term of this Agreement.
| (iv) |
Employee
continued to neglect Employee Handbook Policies and
Procedures.
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If
Employee’s employment with the Company shall be terminated as provided in this
Section 5(a), the Employee shall be entitled to Employee’s base weekly salary
(as provided in Section 4(a) above) prorated only through the date of the
termination of employment.
(b) Termination
by the Company Without Cause. If during the Term of this Agreement the
Employee’s employment is terminated by the Company without cause, the Company
will make a lump sum payment to the Employee in an amount equal one (1) year’s
base salary or the base salary through the balance of the Term remaining on
this
Agreement, whichever is a lesser amount. Additionally, the Company will
accelerate all unvested stock options held by the Employee at the time of
termination.
| (c) |
Change
of Control.
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(i) For
the
purposes of this Agreement, a “Change of Control” shall be deemed to have taken
place if: (1) any person, including a “group” as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, becomes the owner or beneficial
owner of Company securities, after the date of this Agreement, having 20% or
more of the combined voting power of the then outstanding securities of the
Company that may be cast for the election of directors of the Company (other
than as a result of an issuance of securities initiated by the Company, or
open
market purchases approved by the Board, as long as the majority of the Board
approving the purchases is the majority at the time the purchases are made),
or
(2) the persons who were directors of the Company before such transactions
shall
cease to constitute a majority of the Board, or any successor to the Company,
as
the direct or indirect result of or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing
transactions.
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(ii) The
Company and Employee hereby agree that, if Employee is employed with the Company
on the date on which a Change of Control occurs (the “Change of Control Date”),
and if during the remaining term hereof after the Change of Control Date
Employee’s employment is terminated by the Company (or subsidiary), the Company
will make a lump sum payment to the Employee in an amount equal one (1) year’s
base salary or the base salary through the balance of the Term remaining on
this
Agreement, whichever is a lesser amount. Additionally, the Company will
accelerate all unvested stock options held by the Employee at the time of
termination.
6. Resignation.
If the
Employee voluntarily resigns his employment with the Company with less than
2
weeks advanced notice, the Employee’s compensation shall be reduced one day for
each day the advanced notice is less than two weeks. Also, the Employee agrees
to reimburse the Company, if necessary to comply with this
provision.
7. Non-Solicitation
of Company Employees Agreement.
Employee
agrees that for the period that Employee is employed by the Company and for
a
period of two (2) years if Employee resigns or is terminated from the Company,
Employee will not, for any reason, solicit or hire, whether for himself or
on
behalf of another company, any of the Company’s current employees. Employees of
the Company will be considered “current” for the period of their employment with
the Company and for a period of six (6) months after their resignation or
termination from the Company.
8. Confidentiality
Agreement.
The
Employee recognizes, acknowledges and agrees that the documents, lists, files,
records, data and other information developed and acquired by the Company,
including all information developed and acquired by the Employee in the course
of Employee’s employment with the Company as it may exist from time to time, are
considered confidential, and include, but are not limited to, all information
relating to the Company’s projects, proposed projects or applications (the
“Confidential Information”).
(a) Prohibited
Acts.
The
Employee understands and agrees that all such Confidential Information is to
be
preserved and protected, is not to be disclosed or made available, directly
or
indirectly, to third persons for purposes unrelated to the objectives of the
Company, without prior authorization of an executive officer of the Company,
and
is not to be used, directly or indirectly, for any purpose unrelated to the
objectives of the Company without prior written authorization of an executive
officer of the Company.
(b) Continuing
Obligations.
The
Employee understands and agrees that Employee’s obligations under this
Agreement, specifically including the obligations to preserve and protect and
not to disclose (or make available to third persons) or use for purposes
unrelated to the objectives of the Company, without prior written authorization
of an executive officer of the Company, Confidential Information, continue
indefinitely and do not, under any circumstances or for any reason (specifically
including wrongful discharge), cease upon termination of employment; and that,
in the event of termination of the Employee’s employment for any reason
(specifically including wrongful discharge), such Confidential Information
shall
remain the sole property of the Company and shall be left in its entirety in
the
undisputed possession and control of the Company after such
termination.
9. Enforcement
of Covenants.
In
addition to all other remedies available at law or in equity, the covenants
contained in Sections 7 and 8 hereof shall be enforceable by decree of specific
performance and/or injunctive relief and shall be construed as separate
covenants covering competition in the geographical territory set forth, and
if
any court shall finally determine that the restraints provided for therein
are
too broad as to the area, activity or time covered, then the area, activity
or
time covered, as the case may be, may be reduced by such court to whatever
extent the court deems reasonable and such covenants shall be enforced as to
such reduced area, activity or time.
10. Notices.
All
notices, demands and other communications which may or are required to be given
to or made by either party to the other in connection with this Agreement shall
be in writing, shall be given by hand delivery or by United States Certified
or
Registered mail, return receipt requested, postage prepaid, and shall be deemed
to have been given or made when received by the addressee, addressed to the
respective parties as follows:
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| If to Employee: | XXXXX X. PRYGELSKI | |
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00000
X.X. 00 Xxxxx
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Xxxxx
Xxxxxxx, XX 00000
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If
to Company:
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0000
Xxxx Xxxxxxx Xxxx Xxxx., Xxxxx 000
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Xxxxxxxxxx
Xxxxx, Xxxxxxx 00000
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Attn:
Xxxxxx X. Xxxxxx, CEO
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11. Miscellaneous:
(a) This
Agreement has been executed in and shall be governed and construed in accordance
with the laws of the State of Florida.
(b) Unless
otherwise provided herein, all rights, powers, and privileges conferred
hereunder upon the parties shall be cumulative and not restrictive of those
given by law.
(c) No
failure of any party hereto to exercise any power given such party hereunder
or
to insist upon strict compliance by the other party with its obligations
hereunder, and no customary practice of the parties at variance with the terms
hereof, shall constitute a waiver of a party’s right to demand exact compliance
with the terms hereof.
(d) Time
is
of the essence in complying with the terms, conditions and provisions of this
Agreement.
(e) This
Agreement contains the entire agreement of the parties hereto pertaining to
the
subject matter hereof, and no representation, inducements, promises or
agreements between the parties not contained herein shall be of any force or
effect.
(f) This
Agreement is binding upon and shall inure to the benefit of the Company, its
successors and assigns and the Employee and his respective heirs, personal
representatives, successors and assigns.
(g) Any
amendment to this Agreement shall not be binding upon the parties to this
Agreement unless such amendment is in writing and due executed by all the
parties hereto.
(h) In
the
event any litigation or controversy arises out of or in connection with this
Agreement between the parties hereto, the prevailing party in such litigation
or
controversy shall be entitled to recover from the other party or parties all
reasonable attorney’s fees, expenses and suit costs, including those associated
with any appellate or post-judgment collection proceeding.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed as of the day, month
and year first above written.
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XXXXX X. PRYGELSKI (the
“Employee”)
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a
Florida corporation
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| By: | ||
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Name: Xxxxxx
X. Xxxxxx
Title: Chief
Executive Officer
(the
“Company”)
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