Exhibit 10.35
Preferred Employers Holdings, Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
January 22,1999
Xxxxxxxxx X. Xxxx, Xx.
0000 00xx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Dear Alexander:
This letter sets forth the terms of our agreement (the "AGREEMENT") with
respect to your consulting arrangement with Preferred Employers Holdings, Inc.
(the "COMPANY").
1. ENGAGEMENT. The Company hereby engages you as a consultant to the
Company and you hereby accept such engagement upon the terms and conditions
hereinafter set forth.
2. TERM. The term of this Agreement is for a three year period
beginning on January 22, 1999 and ending January 21, 2002 (such period, as may
be extended as hereinafter provided, called the "TERM"). The Company may extend
the Term for one year periods, commencing on January 22, 2002 and each January
22 thereafter, by delivering to you written notice of such extension sixty days
prior to the end of the then current term. Your engagement hereunder may be
terminated by either the Company or you at any time, with or without cause, upon
written advice to the other party.
3. DUTIES. You shall render such consulting services, from time to
time, as the Company and you may mutually agree upon, and you shall use your
best talents, efforts and abilities for the performance of such duties. Your
consulting services shall include, among other things, introducing the Company
to potential business relationships.
4. COMPENSATION; EXPENSE REIMBURSEMENT. (a) As full compensation for
the services rendered by you pursuant to this Agreement, the Company shall grant
to you, pursuant to the Company's 1996 Stock Option Plan (the "PLAN"), options
to purchase 100,000 shares of the Company's common stock, at an exercise price
equal to the closing sale price of the stock on the date of grant. The options
shall vest equally over a period of three years.
(b) The Company shall reimburse you, from time to time, for all
reasonable out-of-pocket expenses incurred by you in connection with your duties
hereunder; provided, however, that you shall obtain the prior written consent of
the Company for any single item of expense in excess of $2,500.
5. TRADE SECRETS; CONFIDENTIALITY. (a) You acknowledge that as a
consultant to the Company you will have access to valuable trade secrets and
confidential, non-public information of the Company including, without
limitation, product and sales information, technologies, strategies, customer
lists, business methods and processes, marketing, promotional, pricing,
financial information and data relating to employees and consultants
(individually and collectively,
Xxxxxxxxx X. Xxxx, Xx.
January 22, 1999
Page 2
"CONFIDENTIAL INFORMATION"). Confidential Information shall not include
information in your possession prior to the date of your initial engagement with
the Company, or information required to be disclosed pursuant to applicable
laws. You agree that during your engagement with the Company and at all times
thereafter, you will not use or disclose any Confidential Information or
otherwise make any Confidential Information available to any person except as
otherwise directed in writing by the Company.
(b) The Company shall be entitled to an injunction restraining you
from the breach of any provisions of this paragraph 5. Nothing contained herein
shall be construed to prohibit the Company from pursuing any other remedies for
any breach or a threatened breach of this Agreement. The provisions of this
paragraph 5 shall survive the termination of this Agreement.
6. MISCELLANEOUS. If any provision of this Agreement, or portion
thereof, shall be held invalid or unenforceable by a court of competent
jurisdiction, such invalidity or unenforceability shall attach only to such
provision or portion thereof, and this Agreement shall be carried out as if any
such invalid or unenforceable provision or portion thereof were not contained
herein. In addition, any such invalid or unenforceable provision or portion
thereof shall be deemed, without further action on the part of the parties
hereto, modified, amended or limited to the extent necessary to render the same
valid and enforceable; such modification, amendment or limitation to apply in
the particular jurisdiction where such adjudication is made.
7. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
of the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, arrangements or understandings, whether oral or
written, of any party hereto with respect to the subject matter contained
herein.
8. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
9. WAIVER. The waiver by the Company of a breach of any provision of
this Agreement by you shall not operate or be construed as a waiver of any
subsequent or other breach by you. Any such waiver must be in writing.
10. GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Florida, without regard to the
conflicts of laws rules thereof.
11. INDEPENDENT CONTRACTOR. In rendering services pursuant to this
Agreement, you shall act as an independent contractor, and not as an employee,
agent, partner or joint venturer of the Company.
Xxxxxxxxx X. Xxxx, Xx.
January 22, 1999
Page 3
If the foregoing correctly sets forth your understanding of our
agreement, please so indicate by signing and returning to us a copy of this
Agreement.
Very truly yours,
PREFERRED EMPLOYERS HOLDINGS, INC.
By: /s/ Xxx Xxxxxx
-------------------------------------
Xxx Xxxxxx
Chairman and Chief Executive Officer
Accepted and agreed to on
the 28th day of January, 1999
/s/ Xxxxxxxxx X. Xxxx, Xx.
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Xxxxxxxxx X. Xxxx, Xx.
