EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of October
14, 2003 (the "Effective Date") by and between CTD HOLDINGS, INC., a Florida
corporation (the "Company"), and C.E. XXXX XXXXXXXX (the "Employee").
RECITALS:
This Agreement is intended to provide for the employment of Employee by
the Company from and after the date hereof, all on the terms and conditions
herein set forth.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Employment.
1.1. Subject to Section 3 below, the Company hereby employs Employee for a
term beginning on October 14, 2003, and ending December 31, 2004 (the
"Employment Term"), commencing on the Effective Date, to serve as the
President of the Company and to perform such services and duties as
are consistent with such position and as may be directed by the
Company's Board of Directors. Employee hereby accepts such employment.
Employee shall not engage in any venture or activity that materially
interferes with Employee's performance of his duties hereunder. The
Employee agrees to be present and to work such hours and at such times
as are reasonably requested by the Company. Employee's offices shall
be located in Gainesville, Florida.
1.2. Employee may extend the term of this Agreement at the end of each
elapsed year by giving written notice of such extension not less than
sixty (60) days prior to the first anniversary of this Agreement and
each anniversary thereafter that the term of this Agreement is to be
extended. Immediately following the exercise this election to extend,
the remaining term of this Agreement will be one (1) years plus the
period remaining in the year notice of the extension is given.
2. Compensation and Benefits.
During the Employment Term, the Company shall pay Employee the
compensation and other amounts set forth below.
2.1. Salary.
The Company shall pay Employee a salary of Three Thousand Dollars
($3,000) per month through December 31, 2003. Beginning January 1,
2004, Xx. Xxxxxxxx'x salary shall be increased to Eight Thousand
Dollars ($8,000) per month, $3,000 of which shall be paid in cash and
$5,000 of which shall be paid by the transfer of shares of the
Company's common stock valued as of the closing of the market on the
last trading day of each month during 2004. The common shares issued
shall be registered monthly on Form S-8 by the Company. The Employee's
Salary shall be payable according to the Company's regular payroll
practices and subject to such deductions as may be required by law.
2.2. Benefits.
Employee shall receive: (i) the employee benefits and perquisites
provided by the Company to its executiveofficers from time-to-time,
including two (2) weeks' paid vacation during each calendar year; (ii)
twenty (20) paid time off days per year and (iii) reimbursement for
reasonable and necessary out-of-pocket expenses incurred in the
performance of his duties hereunder, including, but not limited to,
travel and entertainment expenses (such expenses shall be reimbursed
by the Company, from time to time, upon presentation of appropriate
receipts therefor).
2.3. The Company shall provide Employee health insurance of a type
acceptable to Employee, the premium for which shall not exceed
$4,800.00 annually.
2.4. The parties acknowledge that this Agreement is a continuation of an
ongoing employment relationship and that in the course of such
relationship. As an inducement to enter into this contract, and to
continue Employee's employment by the Company, the Company shall pay
the accrued salary by the issuance of shares of the Company's common
stock at a rate of $0.05 per share reflecting the value of the common
shares on October 14, 2003. The Company agrees to register said common
shares as soon as practicable in accordance with state and federal
securities laws.
3. Termination.
The Employee's employment pursuant to this Agreement shall be
terminated by the first to occur of the following events.
3.1. The death of Employee.
3.2. The Complete Disability of Employee. "Complete Disability" as used
herein shall mean the inability of Employee, due to illness, accident
or any other physical or mental incapacity, to perform the services
provided for in this Agreement for an aggregate of 120 days within any
period of twelve (12) consecutive months during the term hereof.
3.3. The discharge of Employee by the Company for Cause. "Cause" as used
herein shall mean:
3.3.1. conviction of a felony or a crime involving moral turpitude;
3.3.2. acts of fraud by Employee against the Company or its affiliates,
or in connection with the performance of his duties hereunder, as
determined by the Company after investigation, notice of the
charge to Employee and after allowing Employee an opportunity to
explain the conduct in question;
3.3.3. the Employee's willful and material failure or refusal to perform
Employee's duties and obligations under this Agreement, (a
"Default"); provided, however, that in the case of this
subsection; termination for "Cause" shall occur only if the
Company has given written notice of the Default to Employee and
Employee has failed to cure the Default in question during a
period of seven (7) days after the date of Employee's receipt of
such notice.
3.4. Upon any termination pursuant to Section 3.1, the Company shall be
released from all obligations hereunder (except for the obligation to
pay any compensation and benefits described in Section 2 hereof which
are accrued and unpaid as of the date of termination).
3.5. Employee shall not be required to pay any Company related expense for
later reimbursement by the Company. The Company will approve and pay
Company related expenses in advance.
4. Successors.
This Agreement is personal to Employee and may not be assigned by
Employee. This Agreement is not assignable by the Company except in
connection with the sale of all or substantially all of the Company's
assets or stock or upon a merger or any similar transaction. Subject
to the foregoing, this Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.
5. Miscellaneous.
5.1. Modification and Waiver.
Any term or condition of this Agreement may be waived at any time by
the party hereto that is entitled to the benefit thereof; provided,
however, that any such waiver shall be in writing and signed by the
waiving party, and no such waiver of any breach or default hereunder
is to be implied from the omission of the other party to take any
action on account thereof. A waiver on one occasion shall not be
deemed to be a waiver of the same or of any other breach on a future
occasion. This Agreement may be modified or amended only by a writing
signed by both parties hereto.
5.2. Governing Law.
This Agreement shall be construed in accordance with, and all actions
arising under or in connection therewith shall be governed by, the
internal laws of the State of Florida. The parties hereto agree that
any claim or dispute arising under or in connection with this
Agreement shall be submitted for adjudication exclusively in courts of
Alachua County, Florida, and both parties hereto expressly agrees to
be bound by such selection of jurisdiction and venue for purposes of
such adjudication. In any action arising out of or in connection with
this agreement, the prevailing party shall be entitled to recover its
reasonable attorney's fees incurred.
5.3. Tax Withholding.
The Company may withhold from any amounts payable under this Agreement
such taxes as shall be required to be withheld pursuant to any
applicable law or regulation.
5.4. Section Captions.
Section and other captions contained in this Agreement are for
reference purposes only and are in no way intended to describe,
interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.
5.5. Severability.
Every provision of this Agreement is intended to be severable. If any
term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.
5.6. Integrated Agreement.
This Agreement constitutes the entire understanding and agreement
among the parties hereto with respect to the subject matter hereof,
and supersedes any other employment agreements executed before the
date hereof. Except with respect to the Investment Agreement and the
transactions contemplated thereby, there are no agreements,
understandings, restrictions, representations, or warranties among the
parties other than those set forth herein or herein provided for.
5.7. Interpretation.
No provision of this Agreement is to be interpreted for or against any
party because that party or that party's legal representative drafted
such provision. For purposes of this Agreement: "herein," "hereby,"
"hereunder," "herewith," "hereafter," and "hereinafter" refer to this
Agreement in its entirety, and not to any particular section or
subsection. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of
which shall constitute one and the same instrument.
5.8. Notices.
All notices, requests, demands, or other communications required or
permitted hereunder shall be in writing and shall be deemed to have
been duly given upon receipt if delivered in person or by Federal
Express (or similar overnight courier service) to the parties at the
following addresses:
If to Employee: C.E. Xxxx Xxxxxxxx
00000 XX 00xx Xxxxxx
Xxxx Xxxxxxx, XX 00000
If to the Company: CTD Holdings, Inc.
00000 XX 00xx Xxxxxx
Xxxx Xxxxxxx, XX 00000
5.9. Any party may change the address to which notices, requests, demands
or other communications to such party shall be delivered or mailed by
giving notice thereof to the other parties hereto in the manner
provided herein. Any notice may be given on behalf of a party by its
counsel.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the Effective Date.
COMPANY:
CTD HOLDINGS, INC.
By: /s/ C.E. Xxxx Xxxxxxxx
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C.E. Xxxx Xxxxxxxx
President/Chief Executive Officer
EMPLOYEE:
/s/ C.E. Xxxx Xxxxxxxx
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C.E. XXXX XXXXXXXX