EMPLOYMENT AGREEMENT
EXHIBIT 10.7
EMPLOYMENT
AGREEMENT
THIS
AGREEMENT, effective as of the __ day of July, 2003, by and between Bovie
Medical Corporation, a corporation, organized and existing under the laws of the
State of Delaware, or any successor thereof (hereinafter referred to as "the
Company') and Xxxxxxx Xxxxxxx (hereinafter referred to as "the Employee") and
approved by the Board of Directors on the __ day of July, 2003.
WITNESSETH:
WHEREAS,
the Company is a corporation existing and authorized to do business in the State
of Delaware (Bovie);
WHEREAS,
the
Company is desirous of securing Employee's
services and Employee is willing to provide such services.
NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
| 1) |
EMPLOYMENT
OF EMPLOYEE: The
Company hereby agrees to employ the Employee, and the Employee hereby
agrees to
accept said employment pursuant to the terms and conditions of this
Agreement. |
| 2) |
DUTIES:
The Employee shall render, as an employee, professional services as Chief
Financial Officer (“CFO”) of Bovie Medical Corporation, including but not
limited to preparation of all necessary and required financial
information, schedules statements and other financial data incident to day
to day operations as well as for governmental reporting and tax purposes;
and Employee shall perform such additional duties
as may be assigned to the Employee by the Board of Directors of the
Company. The Employee agrees to devote all of his time and efforts to the
performance of his duties, except for customary vacations and reasonable
absences due to illness or other incapacity as set forth herein, and to
perform all of his duties to the best of his professional ability and
comply with such reasonable policies, standards, and regulations of the
company as are from time to time the
Board of Directors of the Company. Nothing contained herein shall be
construed so as to prohibit or prevent the Employee from engaging in any
business activity as long as such activities do not conflict or interfere
with the adequate performance of his duties
hereunder. |
| 3) |
TERM:
The initial term of employment under this Agreement shall be effective as
of the 1st
day of _____, 2003 shall continue until, ____ 2005 or until terminated as
hereinafter provided. After_______, 2005 the term of this Agreement shall
be automatically extended for continuous terms of one year each unless the
Employer provides the Employee with written notice of termination within
six months of the year end date the Employer plans to
terminate. |
| 4) |
PLACE
OF EMPLOYMENT: It
is understood that the employee will permanently reside and work in the St
Petersburg, Florida area. |
| 5) |
COMPENSATION:
For all services rendered
to the Company, the Employee agrees to accept as total compensation a sum
computed as set forth in this section. |
| a) |
During
the employment of the Employee, the Employee shall receive the sum equal
to SEVENTY TWO THOUSAND FOUR HUNDRED FIFTY ($72,450) DOLLARS per year,
payable in weekly installments. |
| b) |
Bonuses:
Shall be determined from time to time by the Board of Directors at its
discretion. |
| 6) |
VACATION/SICK: The
Company agrees that the Employee shall be entitled to a vacation of two
weeks (ten working days), with full pay, during each year of Employee’s
employment. The scheduling of any vacation shall be coordinated with the
Company so that the staffing needs of the Company are met to the extent
reasonably possible. The Employee may be entitled to such
further
paid vacation as is approved in writing pursuant to the order of the Board
of Directors of the Company. |
| 7) |
REIMBURSEMENTS
OF BUSINESS EXPENSES: The
Company agrees to pay, either directly, or indirectly by payment to the
Employee, for all of the Employee's approved entertainment,
travel
and miscellaneous business expenses incurred by him during the course of
his employment. Employee shall be entitled, on each business related
travel to Coach Airline tickets
on Domestic
Travel and Business Class Airline tickets on International Travel and a
full size rental automobile. As a prerequisite to any payment or
reimbursement by the Company for business expenses, the Employee shall
submit receipts of all such expenses
to the Company; and the Company's obligation to effect payment or
reimbursement of such expenses shall be only to the extent of such
receipts. |
| 8) |
PROPERTY
DEFINED: The
Employee understands and agrees that Company files; customer files, legal
files, legal research files, form files, forms, examples, samples, and all
briefs and memoranda, and other work product are the sole and exclusive
property of the Company; and the same shall remain in the possession of
the Company and shall constitute the property of the Company irrespective
of who prepared the same. The Employee shall not remove, photocopy,
photograph or in any other
manner duplicate or remove said property of the
Company. |
| 9) |
DISPOSITION
OF PROPERTY UPON TERMINATION OF EMPLOYMENT:
|
In the
event the employment of the Employee with the Company is terminated,
the Employee
agrees and understands that all files and all customers of the Company are the
sole and exclusive property of the Company, and the Employee shall have no
right, title or interest in the same.
10) TERMINATION
OF EMPLOYMENT: The
employment of the Employee may be terminated as follows:
| a) |
By
the death of the Employee and the Employee's estate shall be paid the
basic annual compensation due the Employee pro-rated through the date of
termination. |
| b) |
By
the Employee at any time upon at least thirty (30) days prior written
notice to the Company; and the Company shall be obligated to pay the
Employee the basic annual compensation due him pro-rated to the effective
date of termination. |
| c) |
By
the Company, without cause, with the majority approval of the Board of
Directors of the Company at any time upon at least thirty (30) days prior
written notice to the Employee; and the Company shall be obligated to pay
to the Employee, commencing form the date of termination, a severance
allowance of 52 equal weekly payments of salary, benefits and bonuses
which were in effect immediately prior to such
termination. |
| d) |
By
the Company, if during the term of this Employment Agreement the Employee
violates the provisions of Paragraph 12 hereof or is found guilty in a
court of law of any crime of moral
turpitude. |
| e) |
Employee
agrees that the precise value of the covenants in this Section 11 are so
difficult to evaluate that no accurate measure of liquidated damages could
possibly be established and that, in the event of a breach or threatened
temporary and permanent injunctive relief restraining Employee from such
breach or threatened breach. In the event that any covenants made in this
Section shall be more restrictive than permitted by applicable law, it
shall be limited to the extent which is so
permitted. |
11)
NON
COMPETITION AND PRESERVATION OF NON- TRADE SECRET PROTECTIVE BUSINESS
INTERESTS: Upon the
termination of Employee's employment relationship with Employer and for twelve
(12) months thereafter, irrespective of the time, manner, or method of such
termination, the Employee shall not, without the express written consent of the
Employer, directly or indirectly, consult with, render services to, or otherwise
participate or attempt to participate in any manner in a business which competes
with the Employer within the geographic areas where the Employer and/or the
Employee conducted business during the twenty-four (24) month period directly
preceding his/her termination of employment with the Employer,
and/or:
a) Shall
not use or disclose any Confidential Information to any person or entity without
the written authorization of the Employer. Confidential Information includes,
but is not limited to, information concerning Employer's customers; pricing
information and methods; training and operational procedures; advertising,
marketing, and sales information; financial information; and other data,
concepts, strategies, methods, procedures or other confidential information that
is not a Trade Secret as defined by Florida Statute Section
688.002;
b) Shall
not solicit, directly or indirectly, any
existing
or potential client or customer with whom the Employer has or may have a
substantial relationship. A potential client or customer is defined as
any
person or
entity that the Employer, or Employee actively solicited during the twenty-four
(24) month period directly preceding the Employee's termination of employment
with the Employer;
c) Shall
not hire,
recruit or attempt to recruit any person employed by the Employer at the time of
the Employee's termination of employment with the Employer fore any person or
business entity which competes or plans to compete with the
Employer.
d) Shall
not adversely affect
the Employer's customer goodwill associated with (1) an ongoing business by way
of trade name, trademark, service xxxx, trade dress and the like-, (2) a
specific geographic location; or (3) a specific marketing, or trade area;
and/or
e) Shall
not use extraordinary or specialized training received from the
Employer.
f) This
Non-Competition and Protection of Non-Trade Secret Protectible Business Interest
provision is expressly intended to benefit the Employer, its successors and
assigns (the Third Party Beneficiaries) and the Employer and the Third Party
Beneficiaries are expressly authorized to enforce this provision.
13)
PRESERVATION
OF TRADE SECRETS: Upon the
termination of the Employee's employment relationship 'with the Employer the
Employee shall not, directly or indirectly, use or disclose any trade secret, as
that term is defined by Florida Statute Section 688.002, of the Employer or
allow any such trade secret to be disclosed to or used by any person or entity,
for any reason or purpose whatsoever. In addition, the Employee will not accept
any employment or other business relationship which would, by the nature of the
position, involve the inevitable disclosure of any trade secret.
This
Non-Disclosure of Trade Secrets provision is expressly intended to benefit the
Employer and third party beneficiaries and the Employer and the third party
beneficiaries are expressly authorized to enforce this provision.
14)
INDEMNIFICATION: The
employee shall be indemnified from liability in connection with his acting as an
officer of the Company or any subsidiary of the Company including but not
limited to indemnification for legal expenses and out-of-pocket disbursements in
connection with defense of any claim or lawsuit against him based upon acts or
omissions by him during the period that he was an officer and director of the
corporation. However, the foregoing indemnification as to certain acts shall not
apply in the event it is determined by a court of competent jurisdiction that
the employee, during his tenure as an officer, had (a) breached his duty of
loyalty to the corporation or the stockholders; (b) acted not in good faith or
had intentionally conducted the corporation or the stockholders; (c) paid.
unlawful dividends or made unlawful stock repurchases or redemptions; (d)
engaged in a transaction in which he had received an improper personal benefit
against the
interests
of the corporation or its shareholders.
15)
NOTICES: Any
notice required or permitted to be given pursuant to the provisions of this
shall be sufficient if in writing, and if personally delivered tot he party to
be notified or if sent by registered or certified mail to said party at the
following addresses:
If to the
Company: Bovie Medical Corporation 0000 00xx Xxxxxx
Xxxxx Xx. Xxxxxxxxxx, XX 00000
If to the
Employee: Xxxxxxx Xxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxx XX
Xxxxxxxxx, XX
00000
16)
BY
LAWS; MISCELLANEOUS. This
Agreement is made subject to and with reference
to the By Laws of the Company, which are incorporated herein by reference and
which the Employee accepts as binding upon him.
17)
SEVERABILTY: In the
event any portion of this Agreement is held to be invalid or unenforceable, the
invalid or unenforceable portion or provision shall not
affect an
other provision hereof and this Agreement shall be construed and enforced as if
the invalid provision had not
been
included.
18)
BINDING
EFFECT: This
Agreement shall inure to the benefit of and shall be binding upon the Company
and upon any person, firm or corporation with which the Company may be merged or
consolidated or which may acquire all or substantially all of the Company's
assets through sale, lease, liquidation or otherwise. The rights and
benefits of Employee are personal to him and no such rights or benefits shall be
subject to assignment or transfer by Employee.
19)
GOVERNING
LAW: This
Agreement shall be construed and interpreted in accordance with the laws of the
State of Florida.
20)
ENTIRE
AGREEMENT: This Agreement
constitutes the entire agreement between the parties and supersedes and replaces
any prior agreement; and there are no other agreements between the parties
except as set forth herein.
21)
AMENDMENT
AND MODIFICATION: All
terms, conditions and provisions of this Agreement shall remain in full force
and effect unless modified, changed, altered or amended, in writing, executed by
both parties.
IN
WITNESS WHEREOF,
the
parties hereto have set their hands and seals effective on the day and year
first above written.
Bovie
Medical Corporation
/s/Xxxxxxx
Xxxxxxx
Xxxxxxx
X. Xxxxxxx, Employee
/s/Xxxxxx
Xxxxxxxx
Makrides, President & CEO
/s/Xxxxx
Citronowicz
Xxxxx
Citronowicz, Vice President & COO
Signed
Sealed and delivered in the presence of:
Witness________________________
Witness________________________
