EMPLOYMENT AGREEMENT
AGREEMENT, dated as of this 1st day of June, 1997, between Xxxx Technology
Group, Ltd., having an office at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("BTG") and Xxxx Xxxx, residing at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, (the "Employee"). As used herein, BTG shall be deemed to
include all affiliated companies of BTG. The parties agree as follows:
1. EMPLOYMENT: BTG hereby hires Employee as Corporate Controller,
Treasurer and Chief Accounting Officer. Employee hereby accepts such
employment subject to the terms and conditions of this agreement.
Employee agrees that during the term of this agreement, Employee shall
work exclusively for BTG and shall not work as an employee, agent, or
representative for any other person, firm or entity, or work as
independent contractor for hire. Provided, however, that Employee may
pursue other business interests during non-business hours, provided
that they do not interfere with his duties as Treasurer and chief
accounting officer of BTG.
2. TERM: This agreement shall commence as of the date hereof and, shall
terminate on December 31, 1998, unless sooner terminated in accordance
with the terms hereof. Provided, however, this agreement shall continue
is full force and effect on a month to month basis unless terminated in
writing by either party hereto.
3. COMPENSATION: Commencing July 1, 1997, Employee shall be paid an
annual salary of eighty thousand ($80,000) dollars. In addition,
Employee shall be entitled to participate in any BTG bonus plan that is
applicable to all executive employees. Employee shall be entitled to
participate in the company's group long-term disability insurance
program so long as the same is in effect and Employee pays his
participation amount as determined from time to time by BTG.
4. EXPENSE REIMBURSEMENT: Employee shall be entitled to reimbursement
of ordinary and necessary business expenses incurred in the course of
employment. All expenses in excess of $100 per week for which
reimbursement is sought must submitted on a BTG Expense Reimbursement
Form and be approved in advance by an officer of BTG.
5. VACATION AND PERSONAL DAYS: Employee shall be entitled to two weeks
paid vacation annually during the term of employment. Vacation time
shall accrue and may be taken in accordance with the rules and
regulations set forth in the BTG Employee Manual. In addition to
vacation days, Employee shall be entitled to personal days and sick
days pursuant to the Xxxx Technology Group Ltd. Employee Manual.
6. NON-DISCLOSURE/NON-COMPETITION: Employee recognizes that BTG and its
affiliated companies are engaged in an extremely competitive business,
the operation and success of which is dependent upon the protection of
customer lists, economic relationships and certain trade secrets, and
Employee acknowledges the highly sensitive and competitive nature of
such business.
A. Employee hereby agrees that for a period of twelve months
after the termination of Employee's employment with BTG, where such
termination is either initiated by BTG for cause, or is initiated by
Employee without cause, Employee shall not:
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(1) work for any client of BTG or any entity, which
operates in direct competition with BTG as an employee,
consultant or independent contractor without the express
written consent of BTG.
(2) ask or suggest to any employee of BTG or any of
its affiliated companies that such employee should terminate
his/her employment with BTG or such affiliated company.
B. Employee hereby agrees that he will not disclose to any
person, party, corporation or other entity any information relating to
the operation or financial condition of BTG which is not already in the
public domain, or communicate to any person or entity the name(s) or
identities of any person or entity to which BTG sells products or
services, unless required by the order of a court.
7. MISCELLANEOUS: Employee represents and warrants to BTG that there is
no employment contract existing or alleged to exist between Employee
and any former employer.
8. TERMINATION: This agreement may be terminated by BTG at any time for
cause. As used herein, "termination for cause" shall include, but not
be limited to: (a) any conduct which is detrimental to the business or
business reputation of BTG; or (b) the use of illegal drugs or the
excessive consumption of alcohol, or (c) excessive lateness or absence
from work; or (d) the failure to follow rules and regulations
established by BTG and which are generally applicable to all employees.
9. GOVERNING LAW: This Agreement shall be construed in accordance with
the laws of the State of New York governing contracts executed and
performed therein, and shall be binding upon and inure to the benefit
of the parties, respective heirs, executors, administrators,
successors, and assigns. The parties agree that New York, New York
shall be the proper place of jurisdiction for the determination of any
disputes arising from this agreement, and the parties consent to
jurisdiction of the Courts of the State of New York.
10. UNENFORCEABLE PROVISION: In the event that any provision of this
agreement is held to be void or unenforceable, the balance of the
agreement shall survive and shall be construed as if the voided
provision contained herein was omitted from the inception; provided
that no party is deprived of the intended benefit of this agreement.
11. CHANGES/MODIFICATIONS: It is understood and agreed that there shall
be no change or modification of this Agreement unless reduced to
writing and signed by the parties hereto.
12. NO WAIVER: No waiver or any breach of this Agreement shall be
construed as a continuing waiver or consent to any subsequent breach
hereof.
13. XXXX TECHNOLOGY GROUP, LTD. RULES: Employee agrees to abide by all
rules and regulations of the XXXX TECHNOLOGY GROUP, LTD as may from
time to time be set forth in the XXXX TECHNOLOGY GROUP, LTD. Employee
Manual.
14. ATTORNEY'S FEES: If any litigation arises out of the breach by
Employee of any term or provision of this agreement, Employee shall be
liable for all reasonable attorney's fees incurred in connection with
any action for damages or the enforcement of any provision of this
agreement brought by BTG and/or the XXXX TECHNOLOGY GROUP, LTD in which
BTG and/or XXXX TECHNOLOGY GROUP, LTD is successful in whole or in
part. If any litigation arises out of the breach by BTG of any term or
provision of this agreement, BTG shall be liable for all reasonable
attorney's fees incurred in connection with any action for damages or
the
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enforcement of any provision of this agreement brought by Employee in
which Employee is successful in whole or in part.
15. NOTICES: All notices under this agreement shall be in writing and
shall be served by mailing postage prepaid, certified mail, return
receipt requested to the address of the party first above written.
16. INDEMNIFICATION: BTG shall indemnify and hold Employee harmless to
the fullest extent permitted by law for any action taken in good faith
and not involving gross negligence or intentional misconduct by
Employee.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this agreement as of the date first above written.
XXXX TECHNOLOGY GROUP, LTD.
By: __________________,
Xxxx X. Xxxx
__________________
Xxxx Xxxx
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