EXHIBIT 10.3
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement") dated as of December 30, 2002,
by and between EMERGENT GROUP INC., a Nevada corporation having an office at 000
Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("Company"), and Xxxxx X. Xxxxx
("Xxxxx") residing at 00 Xxx Xxxx, Xxxxxx Xxxxxxx, Xxx Xxxx 00000.
W I T N E S S E T H:
WHEREAS, Company desires to engage the services of Xxxxx X. Xxxxx
("Xxxxx") and Xxxxx desires to provide the services to Company in connection
with Company's business; and
WHEREAS, both parties desire to clarify and specify the rights and
obligations which each have with respect to the other in connection with Xxxxx'x
services.
NOW, THEREFORE, in consideration of the agreements and covenants herein
set forth, the parties hereby agree as follows:
1. Employment
Xxxxx hereby agrees to be employed by Company as the Chief Executive
Officer of Company, and Xxxxx hereby agrees to render his services as Company's
Chief Executive Officer, for the Term (as hereinafter defined), all subject to
and on the terms and conditions herein set forth.
2. Duties and Responsibilities of Xxxxx
(a) Xxxxx will be the Chief Executive Officer of Company, subject
to the other provisions of this Section 2. As Chief Executive Officer
of the Company, Xxxxx will perform the duties he deems necessary, with
the understanding that he will devote only such time, as he deems
necessary to perform such duties. Although Xxxxx shall be required to
travel from time to time, Xxxxx'x primary office shall be based in the
New York City metropolitan area. Xxxxx shall not be required to
relocate from the New York, New York metropolitan area without Xxxxx'x
prior written consent, which consent may be withheld by Xxxxx in his
absolute discretion. Xxxxx shall also perform duties as he deems
appropriate for the Company's subsidiaries.
(b) Subject to Section 14, Xxxxx shall be elected to the Board of
Directors of the Company (the "Board") initially as Chairman, and
during the Term shall be nominated for re-election to the Board.
(c) During the term of this Agreement, Xxxxx will exercise such
authority, perform such executive duties and functions and discharge
such responsibilities as he deems appropriate as are customarily vested
in the chief executive officer of a public company, including, ultimate
authority with respect to among other matters, purchasing, pricing,
sales and the hiring, compensating and discharging of employees,
financing arrangements, all subject to the overall authority of the
Board of Directors of the Company consistent with the By-Laws of the
Company. As such, Xxxxx shall be primarily responsible for the
direction and management of the current and future affairs and business
of the Company. Xxxxx shall use his best efforts to maintain and
enhance the business and reputation of Company and shall perform such
other duties commensurate with his position as may, from time to time,
be designated to Xxxxx by the Board.
3. Non-Exclusivity of Service
The Company agrees that Xxxxx shall not be required to devote his full
business time, effort and attention to the business and efforts of the Company,
but rather shall only devote such time as Xxxxx, in good faith, deems to be
reasonably necessary for the performance of Xxxxx'x duties hereunder.
4. Compensation; Bonus
(a) In consideration for Xxxxx'x services to be performed under this
Agreement and as compensation therefor, Company shall pay to Xxxxx, commencing
as of the date set forth above, in addition to all other benefits provided for
in this Agreement, a base salary at the rate of One Hundred Seventy-Five
($175,000) Dollars per annum, (the "Xxxxx Base Salary") which Xxxxx Base Salary
may be increased in the sole discretion of the Board. All payments of Xxxxx Base
Salary shall be payable in semi-monthly installments or otherwise in accordance
with Company's policies.
(b) In addition to the Xxxxx Base Salary, in the event that Xxxxx
attains the milestones ("Milestones") that are established from time to time in
accordance with Schedule I annexed hereto, Xxxxx shall be entitled to an annual
bonus (the "Milestone Bonus") as indicated on Schedule I. The Milestone Bonus,
if any, shall be paid within thirty (30) days after the end of each fiscal year
end of the Company. Should this Agreement be terminated prior to the end of any
fiscal year for any reason other than that provided in paragraph 10(a), a
prorata portion of the Milestone Bonus shall be paid within 30 days of such
termination.
5. Benefits and Indemnification
Xxxxx shall be entitled to the following during and in respect of the
term of this Agreement:
(a) Company shall provide Xxxxx with hospitalization, medical and dental
insurance coverage and 401(k) benefits as is customary for other Most Senior
Officers of the Company.
(b) Xxxxx shall be entitled to 3 weeks paid vacation to be taken at
times mutually and reasonably agreed upon by Xxxxx and Company in addition to
all other holidays established as part of Company's standard practices.
(c) Xxxxx and BJH shall each be entitled to reimbursement for all
reasonable travel, reasonable entertainment and other reasonable expenses
incurred in connection with Company's business, provided that such expenses are
adequately documented and vouchered in accordance with Company's policies.
(d) The Company shall provide to Xxxxx to the full extent provided for
under the laws of the Company's state of incorporation and the Company's
Certificate of Incorporation and Bylaws, indemnification for any claim or
lawsuit which may be asserted against Xxxxx when acting in such capacity for the
Company and/or any subsidiary or affiliated business. The Company shall use
reasonable best efforts to include Xxxxx as an insured under all applicable
directors' and officers' liability insurance policies maintained by the Company,
and any other subsidiary or affiliated business.
6. "Intentionally Left Blank"
7. Term of Employment
The term of Xxxxx'x employment hereunder shall be from the date hereof
for a period of eighteen (18) months (the "Term"), unless terminated prior
thereto in accordance with Section 10 hereof. The Agreement shall be renewable
annually thereafter unless either party gives the other ninety days written
notice prior to the end of the Term.
Notwithstanding anything herein to the contrary, the employment of
Xxxxx shall commence effective December 30, 2002. However, Xxxxx shall not
assume the title or the responsibilities of Chief Executive Officer, Director or
Chairman of the Board of Directors until such time as the Company is current
with all filings under the Securities Exchange Act of 1934, as amended.
8. Confidentiality; Inventions; Product Development, Etc.
(a) Restrictions on Proprietary Information. Xxxxx acknowledges that
(i) because of his responsibilities at Company, Xxxxx will help develop and
create, and will be exposed to, Company's business strategies, information on
customers and clients and other valuable confidential, proprietary and trade
secret information of Company (as more fully defined below, "Proprietary
Information"), (ii) in such capacity Xxxxx will become familiar with procedures
and methods by which Company develops and conducts its business, (iii) Xxxxx
will have access to Company's clients, channels for developing clients, and
other Proprietary Information, (iv) it would be unfair to Company if Xxxxx were
to appropriate to himself or others the benefits of Company's resources expended
to develop such business relationships, (v) it would be unfair to Company if
Xxxxx were to appropriate to himself or others the benefits of the business
which are critical to the success and survival of Company, and personnel and
other Proprietary Information which Company has developed and continues to
develop in the conduct of its business, and (vi) it is therefore fair that
reasonable restrictions should be placed on certain of Xxxxx'x activities during
and after the term of this Agreement.
All Proprietary Information shall be the sole property of Company, and
Company shall be the sole owner of all patents, copyrights, and other rights in
connection therewith. Xxxxx hereby assigns to Company any rights he may have or
acquire in such Proprietary Information. At all times, both during the term of
this Agreement and after its termination for whatever reason, Xxxxx will keep in
strictest confidence and trust all Proprietary Information, and Xxxxx will not
use or disclose any Proprietary Information except as may be necessary in the
ordinary course of Xxxxx performing his duties hereunder, as determined by
Xxxxx. Except as required in his authorized duties on behalf of Company, Xxxxx
will not use, copy, publish, summarize, or remove from Company's premises
Proprietary Information, or remove from the premises any other property of the
Company. In the event of termination of this Agreement for any reason, Xxxxx
will deliver to Company all documents, notes, drawings, specifications, data,
and other materials of any nature pertaining to Xxxxx'x work with Company and/or
containing Proprietary Information, and Xxxxx will not take with him any of the
foregoing, any reproduction of any of the foregoing, or any Proprietary
Information that is embodied in a tangible medium of expression. Xxxxx agrees
that client or customer lists, business contracts and related items are the
property of Company.
(b) Definition of Proprietary Information. "Proprietary Information"
means all information and any idea in whatever form, tangible or intangible,
whether disclosed to or learned by Xxxxx, pertaining in any manner to the
business of Company (or any of its affiliates) including, without limitation:
(i) client lists, client prospects, and business development information; (ii)
company lists, profiles and reports; (iii) training and research materials and
methodologies; (iv) structure, operations, pricing, financial and personnel
information; (v) information systems design and procedures; (vi) computer
technology designs, hardware configuration systems, and software designs and
implementations; (vii) information databases, interactive procedures,
navigation, functionality, web site design,, tests, analysis and studies
developed by or for the benefit of Company; (viii) plans, designs, inventions,
formulas, research and technology developed by or for the benefit of Company;
(ix) business information and business secrets of Company and its clients; (x)
trade secrets of Company; (xi) plans, prospects, policies, practices, and
procedures of Company which are not generally known in the industry; (xii)
licenses and agreements of any nature; and (xiii) all other proprietary and
confidential information of every nature and source. Proprietary Information
does not include information which: (A) is or becomes generally available to the
public through no breach of this Agreement or any other agreement to which
Company or Xxxxx is a party; (B) was received from a third party free to
disclose such information without restriction; (C) is approved for release in
writing by the Board, subject to whatever conditions are imposed by the Board;
or (D) is required by law or regulation to be disclosed, but only to the extent
necessary and only for the purpose required. The foregoing definition of
Proprietary Information shall not be deemed to include an idea developed by
Xxxxx in the exercise of his own mental faculties unless specifically and
exclusively developed for the use of the Company.
(c) Third-Party Information. Xxxxx acknowledges that Company has
received and in the future will receive from third parties their confidential
information subject to a duty on Company's part to maintain the confidentiality
of this information and to use it only for certain limited purposes. Xxxxx
agrees that he owes Company and these third parties, during and after the term
of this Agreement, a duty to hold all such confidential information in the
strictest confidence and not to disclose or use it, except as necessary to
perform any obligations hereunder and as is consistent with Company's agreement
with third parties.
(d) Inventions. Xxxxx will promptly disclose to Company (or any persons
designated by it) all processes, formulas, data, computer programs, software and
documentation, know-how, improvements, discoveries, developments, designs,
algorithms, inventions, techniques, strategies and new products, whether or not
patentable or registrable under copyright or similar statutes, made or conceived
or reduced to practice or learned by Xxxxx, either alone or jointly with others,
during the period of his employment that are related to or useful in the
business of Company, result from tasks assigned to Xxxxx by Company, or result
from the use of premises owned, leased, or contracted for by Company (all such
processes, formulas, data, computer programs, software and documentation,
know-how, improvements, discoveries, developments, designs, algorithms,
inventions, techniques, strategies and new products are hereinafter referred to
as "Inventions"). Xxxxx will also promptly disclose to Company, and Company
hereby agrees to receive all such disclosures in confidence, all other
processes, formulas, data, computer programs, software and documentation,
know-how, improvements, discoveries, developments, designs, algorithms,
inventions, techniques, strategies and new products, whether or not patentable
or registrable under copyright or similar statutes, made or conceived or reduced
to practice or learned by Xxxxx, either alone or jointly with others, during the
period of his employment for the purpose of determining whether they constitute
"Inventions", as defined above.
Xxxxx agrees that all Inventions shall be the sole property of Company,
and Company shall be the sole owner of all patents, copyrights, and other rights
in connection therewith. Xxxxx hereby assigns to Company any rights he or it may
have or acquire in such Inventions. Xxxxx also hereby waives all claims to moral
rights in any Invention. Xxxxx further agrees as to all such Inventions to
assist Company as may be reasonably required (but at Company's expense) to
obtain and from time to time enforce patents, copyrights, and other rights and
protections relating to said Inventions in any and all countries, and to that
end Xxxxx will execute all documents for use in applying for and obtaining such
patents, copyrights, and other rights and protections on and enforcing such
Inventions, as Company may desire, together with any assignments thereof to
Company or persons designated by it. Xxxxx'x obligation to assist Company in
obtaining and enforcing patents, copyrights, and other rights and protections
relating to such Inventions in any and all countries shall continue beyond the
termination of this Agreement, but Company shall compensate Xxxxx at a
reasonable rate after the termination hereof for time actually spent by Xxxxx at
Company's request on such assistance, provided: that such assistance shall not
interfere with Xxxxx'x subsequent employment. In the event Company is unable,
after reasonable effort, to secure Xxxxx'x signature on any document or
documents needed to apply for or prosecute any patent, copyright, or other right
of protection relating to an Invention, for any reason whatsoever, Xxxxx hereby
irrevocably designates and appoints Company and its duly authorized officers and
agents as his agent and attorney-in-fact, to act for and in his or its behalf
and stead to execute and file any such application or applications and to do all
other lawfully permitted acts to further the prosecution and issuance of
patents, copyrights, or similar protections thereon with the same legal force
and effect as if executed by Xxxxx. The foregoing definition of Inventions shall
not be deemed to include an idea developed by Xxxxx in the exercise of his own
mental faculties unless specifically and exclusively developed for the use of
the Company.
(e) Records of Invention Ideas. Xxxxx agrees to maintain adequate and
current written records on the development in connection with his employment of
all technology, ideas, and inventions, collectively referred to in this
Agreement as "Invention Ideas," and to disclose promptly to Company all
Invention Ideas and relevant records, which records will remain the sole
property of Company.
(f) Assignment. Subject to Section 8(g), Xxxxx agrees to assign to
Company, without further consideration, his entire right, title, and interest
(throughout the United States and in all foreign countries), free and clear of
all liens and encumbrances, in and to each Invention Idea, which shall be the
sole property of Company, and, to the maximum extent permitted by applicable
law, shall be deemed works made for hire. In the event any Invention Idea shall
be deemed by Company to be patentable or otherwise registrable, Xxxxx will
assist Company (at its expense) in obtaining letters patent or other applicable
registrations thereon and Xxxxx will execute all documents and do all other
things (including testifying at Company's expense) necessary or proper to obtain
letters patent or other applicable registrations thereon and to vest Company
with full title thereto. Should Company be unable for any reason to secure
Xxxxx'x or BJH's signature on any document necessary to apply for, prosecute,
obtain or enforce any patent, copyright, or other right or protection relating
to any Invention Idea, whether due to Xxxxx'x mental or physical incapacity or
any other cause, Xxxxx hereby irrevocably designates and appoints Company and
each of its duly authorized officers and agents as their agent and
attorney-in-fact, to act for and in his behalf and stead, to execute and file
any such document, and to do all other lawfully permitted acts to further the
prosecution, issuance, and enforcement of patents, copyrights, or other rights
or protections with the same force and effect as if executed and delivered by
him. The power-of-attorney granted pursuant to this section 8(f) is coupled with
an interest and is irrevocable.
(g) License for Other Inventions. Except as Company may otherwise
agree, if, in the course of this Agreement, Xxxxx incorporates into Company
property an Invention Idea owned by Xxxxx or in which Xxxxx has an interest,
Company is granted a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license to make, modify, use and sell his Invention Idea as part of
and in connection with Company property.
(h) Patent and Copyright Registration. Xxxxx agrees to assist Company,
or its designee, at Company's expense, in every proper way to secure Company's
rights in the Invention Ideas and any copyrights, patents, mask work rights or
other intellectual property rights relating thereto in any and all countries,
including the disclosure to Company of all pertinent information and data with
respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments which Company shall deem necessary in
order to apply for and obtain such rights and in order to assign and convey to
Company, its successors, assignees, and nominees the sole and exclusive rights,
title and interest in and to such Invention Ideas, and any copyrights, patents,
mask work rights or other intellectual property rights relating thereto. Xxxxx
further agrees that the obligation to execute or cause to be executed, when it
is in his power to do so, any such instrument or papers shall continue after the
termination of this Agreement.
9. Non-Competition; Non-Solicitation
(a) Xxxxx hereby agrees and covenants that during the Term hereof and
for a period of six (6) months thereafter that he will not directly or
indirectly engage in or become interested (whether as an owner, principal,
agent, stockholder, member, partner, trustee, venturer, lender or other
investor, director, officer, employee, consultant or through the agency of any
corporation, limited liability company, partnership, association or agent or
otherwise) in any business enterprise which is engaged in the current business
of the Company during the Term, it being agreed that the current business of the
Company is the rental of surgical equipment to healthcare providers on a per
procedure basis; provided, however, that ownership of not more than 15% of the
outstanding securities of any class of any entity that are listed on a national
securities exchange or traded in the over-the-counter market shall not be
considered a breach of this Section 9.
(b) Xxxxx agrees and covenants that during the Term hereof and for a period of
six (6) months immediately thereafter, he and his agents will not (without first
obtaining the written permission of Company) directly or indirectly participate
in the solicitation of any business of any type conducted by Company during the
period of this Agreement from any person or entity which was a client or
customer of Company during the period of this Agreement, or was a prospective
customer of Company from which Xxxxx solicited business or for which a proposal
for submission was prepared during the period.
(c) Xxxxx agrees and covenants that during the Term and for a period of six (6)
months following this Agreement he will not (without first obtaining the written
permission of Company) directly or indirectly recruit for employment, or induce
or seek to cause such person to terminate his or her employment with Company,
any person who then is an employee of Company or who was an employee of Company
during the preceding six (6) months; provided, however that the provisions of
this Section 9 shall not apply to Xxxxx Xxxxxx or Xxxx Xxxx.
10. Termination
(a) Termination by the Company with Cause. Notwithstanding the terms of
this Agreement, Company may terminate this Agreement for cause ("Cause") in the
event (i) of Xxxxx'x commission of an act involving fraud, embezzlement, or
theft against the property or personnel of Company, (ii) Xxxxx shall be
convicted of, or plead nolo contendere to a felony or engages in other criminal
conduct that could reasonably be expected to have a material adverse affect on
the business, assets, properties, prospects, results of operations or financial
condition of Company, or (iii) of the breach by Xxxxx of the restrictive
covenants set forth in Sections 8 and 9 hereof. In the event this Agreement is
terminated pursuant to this Section 10(a), Xxxxx'x Base Salary and any unearned
Milestone Bonus and all benefits under Section 5(a) (b) and (c) hereof shall
terminate immediately upon such discharge, and Company shall have no further
obligations to Xxxxx except for payment and reimbursement for any monies due
which right to payment or reimbursement accrued prior to such termination.
(b) Death or Disability. The Company may terminate this Agreement upon
the disability or death of Xxxxx by giving written notice to Xxxxx. In the case
of disability, such termination will become effective immediately upon the
giving of such notice unless otherwise specified by the Company. For purposes of
this Section 10(b), "disability" shall mean that for a period of more than three
consecutive months in any 12-month period Xxxxx is unable to perform the
essential functions of his position because of physical, mental or emotional
incapacity resulting from injury, sickness or disease. Upon any such
termination, the Company shall be relieved of all its obligations under this
Agreement, except for payment of the Xxxxx Base Salary and Milestone Bonus
earned and unpaid through the effective date of termination. Nothing in this
provision is intended to violate state or federal laws.
(c) Termination by Xxxxx. Xxxxx may terminate this Agreement at any
time by giving thirty (30) days' prior written notice to the Company. The
Company shall be relieved of all of its obligations under this Agreement, except
for payment of the Xxxxx Base Salary and Milestone Bonus earned and unpaid
through the effective date of termination and those obligations in paragraph
5(d).
(d) Termination by the Company Without Cause. The Company may
terminate this Agreement without cause at any time by giving written notice to
Xxxxx. Such termination will become effective immediately upon the giving of
such notice unless otherwise specified by the Company. Upon any such termination
pursuant to this Section 10 (d), the Company shall be relieved of all of its
obligations under this Agreement, except for (i) payment of the Base Salary and
Milestone Bonus earned and unpaid through the effective date of termination,
(ii) reasonably incurred expenses through the termination date and (iii) payment
of an additional amount equal to fifty percent (50%) of the then current annual
Xxxxx Base Salary.
11. Violation of Other Agreements and Authority
(a) Xxxxx represents and warrants to Company that he is legally able to
enter into this Agreement; that he is not prohibited by the terms of any
agreement, understanding or policy from entering into this Agreement; that the
terms hereof will not and do not violate or contravene the terms of any
agreement, understanding or policy to which Xxxxx is or may be a party, or by
which Xxxxx may be bound; that Xxxxx is under no physical or mental disability
that would materially interfere with the performance of his duties under this
Agreement. Xxxxx agrees that, as it is a material inducement to Company that
Xxxxx make the foregoing representations and warranties and that they be true in
all material respects.
(b) Authority Relative to this Agreement. The Company has the requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated by this Agreement. The Board of
Directors of the Company has duly authorized the execution and delivery of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated on its part by this Agreement, and no other corporate proceedings
on the part of the Company are necessary to authorize this Agreement or for the
Company to consummate the transactions contemplated by it. The Company has duly
validly executed and delivered this Agreement and it is a valid and binding
Agreement of the Company, enforceable against the Company in accordance with its
terms, subject to bankruptcy or insolvency laws affecting creditors' rights
generally and to general principles of equity.
12. Specific Performance; Damages
In the event of a breach of the provisions of Sections 8 and 9 hereof,
Xxxxx agrees that the injury which could be suffered by Company would be of a
character which could not be fully compensated for solely by a recovery of
monetary damages. Accordingly, Xxxxx agrees that in the event of a breach of
Sections 8 and 9 hereof, in addition to and not in lieu of any damages sustained
by Company and any other remedies which Company may pursue hereunder or under
any applicable law, Company shall have the right to seek equitable relief,
including issuance of a temporary or permanent injunction, by any court of
competent jurisdiction against the commission or continuance of any such breach
or threatened breach.
13. Stock Issuance Agreement
Simultaneously herewith, the Company acknowledges that it is entering
into that certain Stock Issuance Agreement dated December 30, 2002 with BJH
Management, LLC ("BJH") pursuant to which BJH is acquiring 11,502,970 shares of
common stock, par value $.001 per share, of the Company.
14. Resignation as a Director of the Board
Upon termination of this Agreement, for cause, Xxxxx shall immediately
resign as a director of the Board of Company unless otherwise agreed to in
writing by Company and Xxxxx.
15. Notices
Any and all notices, demands or requests required or permitted to be
given under this Agreement shall be given in writing and sent, by registered or
certified U.S. mail, return receipt requested, by hand, or by overnight courier,
addressed to the parties hereto at their addresses set forth above or such other
addresses as they may from time-to-time designate by written notice, given in
accordance with the terms of this Section, together with copies thereof as
follows:
In the case of Company, with a copy to:
Xxxxxx Xxxxx, P.C.
000 Xxxxx Xxxx Xxxx, Xxxxx 00
Xxxxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx, Esq.
In the case of Xxxxx, with a copy to:
Xxxxxx Xxxxxxx, Esq.
Otterbourg, Steindler, Houston & Xxxxx, P.C.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Notice given as provided in this Section shall be deemed effective: (i) on the
date hand delivered, (ii) on the first business day following the sending
thereof by overnight courier, and (iii) on the third calendar day (or, if it is
not a business day, then the next succeeding business day thereafter) after the
depositing thereof into the exclusive custody of the U.S. Postal Service.
16. Waivers
No waiver by any party of any default with respect to any provision,
condition or requirement hereof shall be deemed to be a waiver of any other
provision, condition or requirement hereof; nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the exercise of
any such right accruing to it thereafter.
17. Preservation of Intent
Should any provision of this Agreement be determined by a court having
jurisdiction in the premises to be illegal or in conflict with any laws of any
state or jurisdiction or otherwise unenforceable, Company and Xxxxx agree that
such provision shall be modified to the extent legally possible so that the
intent of this Agreement may be legally carried out.
18. Entire Agreement
This Agreement sets forth the entire and only agreement or
understanding between the parties relating to the subject matter hereof and
supersedes and cancels all previous agreements, negotiations, letters of intent,
correspondence, commitments and representations in respect thereof among them,
and no party shall be bound by any conditions, definitions, warranties or
representations with respect to the subject matter of this Agreement except as
provided in this Agreement.
19. "Intentionally Left Blank"
20. Inurement; Assignment
The rights and obligations of Company under this Agreement shall inure
to the benefit of and shall be binding upon any successor of Company or to the
business of Company, subject to the provisions hereof. Neither this Agreement
nor any rights or obligations of Xxxxx hereunder shall be transferable or
assignable by Xxxxx.
21. Amendment
This Agreement may not be amended in any respect except by an
instrument in writing signed by the parties hereto.
22. Headings
The headings in this Agreement are solely for convenience of reference
and shall be given no effect in the construction or interpretation of this
Agreement.
23. Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which when taken together shall
constitute one and the same instrument.
24. Governing Law
This Agreement shall be governed by, construed and enforced in accordance with
the internal laws of the State of New York, without giving reference to
principles of conflict of laws. Each of the parties hereto irrevocably consents
to the venue and exclusive jurisdiction of the federal and state courts located
in the State of New York, County of New York. The parties hereby knowingly,
irrevocably, voluntarily and intentionally waive any right they may have to a
trial by jury in respect of any action, proceeding or counterclaim based on this
employment Agreement or the transactions contemplated in it, or any course of
conduct, course of dealing, statements (whether verbal or written) or actions of
any party to it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
Xxxxx X. Xxxxx
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
EMERGENT GROUP INC.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Chief Executive
Officer
SCHEDULE I
MILESTONES BONUSES
A) Milestone Bonuses will be based on the following:
Profit before Management Bonuses of at Least Bonus
$1,035,000 $50,000
$1,150,000 $75,000
over $1,150,000 $75,000 plus 6%
of the pretax
profit over
$1,150,000
