EMPLOYMENT AGREEMENT
Exhibit
10.3
EMPLOYMENT
AGREEMENT dated as of the
31st day of
May, 2005, between Humana Trans Services Holding Corp. a
Delaware corporation, doing business at 0000 Xxx Xxxxx Xxxx, Xxxxx 0, Xxxxxxx,
Xxxxxxxx 00000 (hereinafter referred to as the “Company”) and Xxxxx
Xxxxxxx, residing at 00 Xxxx Xxxx, Xxxxxxxxx, XX 00000
(“Xxxxxxx”).
WITNESSETH:
WHEREAS,
the Company
has purchased the business plan, model, concept, intellectual property concept
of Xxxxxxx for AccountAbilities, Inc., and desires to formalize its relationship
with Xxxxxxx and Xxxxxxx wishes to formalize his relationship with the Company;
and
WHEREAS,
Xxxxxxx is willing to formalize his relationship with the Company on the terms
and subject to the conditions contained herein.
NOW,
THEREFORE, the parties have agreed to the following:
1. Employment. The
Company agrees to appoint Xxxxxxx as President of the Accounting Division
(AccountAbilities, Inc., or any such subsidiary of the Company doing
substantially the business to be conducted by said named subsidiary) of the
Company.
2. No
Breach of Obligations. Xxxxxxx represents and warrants to the
Company that he will use his best efforts to perform those duties attendant
to
the position for which he is hired and that his entry into this Agreement with
the Company does not constitute a breach of any agreement with any other person,
firm or corporation, nor does any prior agreement between Xxxxxxx and any
person, firm or corporation contain any restriction or impediment to the ability
of Xxxxxxx to perform those duties for which he was hired, or which may be
assigned to, or reasonably expected of him.
3. Services. During
the full term of this Agreement, Xxxxxxx shall perform to the best of his
abilities the following services and duties, in such manner and at such times
as
necessary to benefit the Company.
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4. Exclusivity. Xxxxxxx
agrees that during the term of this Agreement he will impart and devote the
necessary time, energy, skill and attention to the performance of his duties
hereunder. This paragraph shall not exclude Xxxxxxx from devoting
part of his time to other firms, as long as they are in non-competitive fields
of endeavor, or making investments in business ventures outside the general
area
of the Human Resources Industry.
5. Place
of Performance. Xxxxxxx agrees to perform his duties hereunder
and agrees to the extent that it has been determined necessary and advisable,
in
his discretion, to travel to any place in the United States, or to a foreign
country, where his presence is or may reasonably be required for the performance
of his duties hereunder.
6. Compensation. The
Company hereby agrees to compensate Xxxxxxx; and Xxxxxxx hereby accepts for
the
performance of the services of Chairman of the Company, as indicated
below:
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a.)
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Fees. Subject
to review and upward adjustment from time to time by the Board of
Directors, the Company shall pay to Xxxxxxx a salary of ONE HUNDRED
TWENTY
THOUSAND DOLLARS ($120,000.00), based on a annual period, for the
term of
this Agreement, which is to be SIX MONTHS, with a renewal period
as set
forth below, at a rate of TEN THOUSAND DOLLARS per month. The
base salary will increase to $150,000 a year once the Division has
three
months of profitability;
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b.)
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Vacation. Xxxxxxx
shall be entitled to a total of two (2) weeks vacation in a twelve-month
period, commencing with the execution date of this Agreement, or
as
determined by the Board of
Directors;
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c.)
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Stock
Grant. Xxxxxxx shall be issued TWO HUNDRED FIFTY THOUSAND
SHARES (250,000) of common stock of the
Company;
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d.)
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Bonus. Xxxxxxx
shall be entitled to participation in any special incentive compensation
plan approved by the Board of
Directors:
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e.)
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Insurance
and Medical Benefits. The Company shall provide Xxxxxxx
with Health and other benefit plans as approved by the Board of Directors
and equal to those available to its other executives, if offered
and in
existence; and
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f.)
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Other. Xxxxxxx
shall be entitled to any other benefits as approved by the Board
of
Directors for his position in the
Company.
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7. Representation
and Warranties of Xxxxxxx. By virtue of his execution hereof, and
in order to induce the Company to enter into this Agreement, Xxxxxxx hereby
represents and warrants, as follows:
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a.)
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Xxxxxxx
is not presently actively engaged in any business, employment or
venture,
which is, or may be, in direct conflict with the business of the
Company;
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b.)
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Xxxxxxx
has full power and authority to enter this Agreement with the Company
and
to perform in the time and manner contemplated;
and
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c.)
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Xxxxxxx’x
compliance with the terms and conditions of this Agreement, in the
time
and the manner contemplated herein, will not conflict with any instrument
or agreement pertaining to the transaction contemplated herein, and
will
not conflict in, result in a breach of, or constitute a default under
any
instrument to which he is a party;
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d.)
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Xxxxxxx
represents that he shall devote his best efforts to the success of
the
Company.
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8. Representation
and Warranties of the Company. By virtue of the execution of this
Agreement, the Company hereby represents and warrants to Xxxxxxx as
follows:
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a.)
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The
Company and Xxxxxxx agree that Xxxxxxx shall receive reimbursement
for all
reasonable expenses incurred by Xxxxxxx in connection with the performance
of his duties hereunder subject to compliance with the Company’s
procedures; and the Company shall pay to Xxxxxxx directly, or reimburse
Xxxxxxx for all other reasonable necessary and proven expenses and
disbursements incurred by Xxxxxxx for and on behalf of the Company
in the
performance of Xxxxxxx’x duties during the term of this Agreement;
and
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b.)
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The
Company shall indemnify Xxxxxxx against any and all claims arising
out of
this Agreement, other than a breach of fiduciary duty or fraudulent
actions of Xxxxxxx.
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9. Proprietary
Rights. Xxxxxxx shall at no time before or after the termination
of his employment hereunder use or divulge or make known to anyone without
the
express written consent of the Board of Directors of the Company (except to
those duly authorized by the Company to have access thereto), any marketing
systems, programs or methods, customer or client lists, computer program
configurations, secrets, processes or technical, or other information of the
Company, or any accounts, customer or client lists, transactions or business
affairs of the Company. All ideas, marketing systems, computer
programs, configurations, system or procedures, program or methods,
formulae,
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inventions,
discoveries, improvements, secrets or processes, whether or not patentable
or
copyrightable, made or developed by Xxxxxxx during the term of this Agreement,
or within three (3) years after its expiration or termination, and relating
to
the business of the Company, shall be the exclusive right of the Company,
whether or not any claim of Xxxxxxx to compensation under Paragraph 6 hereof
has
been, or will be satisfied, and Xxxxxxx agrees to provide the Company at its
request to perfect, enforce and maintain the Company’s right to such
property. At the conclusion of his employment by the Company, Xxxxxxx
shall forthwith surrender to the Company all letters, brochures, agreements
and
documents of every character relating to the business affairs and properties
of
the Company then in his possession and shall not, without the Company’s prior
written consent retain or disclose any copies thereof.
10. Competition.
a.) During
the term of this Agreement, or upon the termination of his employment, whichever
event shall occur earlier, and for a period of twenty-four (24) consecutive
months thereafter, Xxxxxxx shall not, without the prior written consent of
the
Company engage, either as a Consultant, Agent, Proprietor, Officer, Director,
Partner or majority stockholder in the business directly related to that of
the
Company.
b.) Xxxxxxx
further covenants that during the stated term of this agreement, and for the
twelve (12) month period thereafter, whichever shall occur earlier, he will
not
solicit any clients or customers known by him to be clients or customers of
the
Company for competitive business. The foregoing restrictions shall
not apply to a termination of Xxxxxxx’x employment by the Company without cause,
or a termination of the employment by Xxxxxxx because of a breach of the
Agreement by the Company or sale of the Company to an unrelated
party.
11. Term
and Termination.
a.) This
Agreement shall be deemed to be effective as of the date indicated above and
shall continue in full force and effect until the last day of November 2005,
unless sooner terminated as hereunder set forth. This Agreement shall
be renewed for an additional period of one (1) year, unless the Board of
Directors determines not to renew this Agreement, Xxxxxxx notifies the Board
of
Directors of his desire not to renew the Agreement, or the Company reaches a new
agreement with Xxxxxxx, or either party
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notified
the other at a minimum of thirty (30) days prior to the termination of the
Agreement.
b.) Termination
by the Company for Cause.
1) The
Company may terminate Xxxxxxx’x employment for Cause. Upon such
termination, the Company shall have no further obligations to Xxxxxxx, except
for compensation, or other benefits due, buy not yet paid.
2) “Cause”
shall mean: (i) Xxxxxxx’x willful and continued failure substantially
to perform his duties with the Company (other than as a result of Xxxxxxx’x
incapacity due to illness or injury), if Xxxxxxx is not then acting in the
best
interests of the Company, as determined by the Board of Directors, or (ii)
Xxxxxxx’x willful engagement in misconduct which is materially injurious to the
Company, monetary or otherwise.
3) Termination
for Cause shall be effectuated only if the Company has delivered to Xxxxxxx
a
copy of “Notice of Termination”, which gives Xxxxxxx at least fifteen (15)
business days prior notice detailing what conduct Xxxxxxx was guilty and
specifying the particulars thereof in detail.
12. Date
of Termination. “Date of Termination” shall mean the date on
which a “Notice of Termination” is given.
13. Successors;
Binding Agreement.
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a.)
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The
Company shall require any purchaser of all the business of the Company,
by
agreement or form and substance satisfactory to RS, to assume and
agree to
perform this Agreement in the same manner and to the same extent
that the
Company would be required to perform, if no such purchase had taken
place. As used in this Agreement, “Company” shall mean the
Company as hereinafter defined, and any successor to its business,
or
assets, which executes becomes bound by all the terms and provisions
of
this Agreement by operation of law.
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b.)
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This
Agreement shall inure to the benefit of and to be enforceable by
Xxxxxxx’x
personal or legal representative, executors, administrators, successors,
heirs, distributees, devisees and legates. If Xxxxxxx should
die while any amount would still be payable to him hereunder if Xxxxxxx
had continued to live, all such amounts, unless otherwise provided
herein,
shall be paid in accordance with the terms of this Agreement with
the
terms of the Agreement to Xxxxxxx’x devisee, legatee or other designee, or
if there be no designee, to his
estate.
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14. Governing
Law. This Agreement is being delivered in the State of New York
and shall be construed and enforced in accordance with the Laws of the State
of
New York, irrespective of the state of incorporation of the Company and the
place of domicile of Xxxxxxx. Xxxxxxx consents to the jurisdiction of
the courts of the State of New York.
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15. Prohibition
Against Assignment. Except as herein above otherwise expressly
provided, Xxxxxxx agrees on behalf of himself and of his executors and
administrators, heirs, legates, distributes, and any other person, or persons
claiming benefits under him by virtue of this Agreement and the rights,
interests and benefits hereunder, shall not be assigned, transferred, pledged
or
hypothecated in any way by Xxxxxxx or any executor, administrator, heir,
legatee, distribute or other persons claiming under Xxxxxxx by virtue of the
Agreement and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge or hypothecation,
or other dispositions of this Agreement of such rights, interests and benefits
contrary to the foregoing provisions, or the levy of any attachment or similar
process thereupon shall be null and void and without effect.
16. Final
Agreement. This Agreement represents the Final Agreement between
the parties and supercedes all previously executed Agreements and all verbal
representations made by any of the parties or their agents or their
employees.
17. Changes. The
parties agree that no changes will be made to this executed Agreement except
in
writing, initialed by both parties and attached to this document.
IN
WITNESS WHEREOF, the parties have
executed this Agreement as of the 31st day of
May
2005.
Dated
as
of the date first indicated above and is agreed to by:
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/s/
Xxxxx X.
Xxxxxxx, V.P.
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/s/
Xxxxx
Xxxxxxx
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Name:
Xxxxx X.
Xxxxxxx
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Name:
Xxxxx
Xxxxxxx
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Title:
Vice
President
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