EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and
effective as of Nov. 14th 1997 between RESIDENTIAL FINANCIAL SERVICES, INC.
(the "Corporation"), and XXXXX XXXXXXX an individual ("Xx. Xxxxxxx")
WHEREAS, The Corporation desires to retain the services of Xx. Xxxxxxx
as Set forth herein, Whereas the parties agree as follows:
1. Employment. Corporation hereby employs Xx. Xxxxxxx and Xx. Xxxxxxx
accepts such employment on the terms and conditions set forth herein.
1.1 Xx. Xxxxxxx covenants to perform in good faith his employment
duties as outlined herein, devoting all of his business time, energies and
abilities to the proper and efficient management of the business of the
Corporation, and for its benefit.
1.2 Xx. Xxxxxxx shall not, without the prior written consent of the
Corporation, directly or indirectly, during the term of this agreement and for
a period of five (5) years after termination of this agreement: (1) render
services of business, professional or commercial nature to any other person or
entity, whether for compensation or otherwise, similar or relating to the
business of the Corporation, or (ii) engage in any activity competitive with or
adverse to the Corporation's business or welfare, whether alone, as a partner
or member, or as an officer, director, employee or 1% or greater shareholder of
a corporation.
2. Term of Employment. Subject to the provisions set forth herein, the
term of Xx. Xxxxxxx'x employment hereunder shall continue for five (5) years.
3. Duties. Xx. Xxxxxxx shall be employed as President and perform all
duties as may be assigned by the Board of Directors.
The Corporation will assist Xx. Xxxxxxx in performance of his duties
through employment of appropriate staff of employees and professionals and
employment of sufficient working capital to reach the Corporation's business
objectives.
4. Compensation. For all services he may render to the Corporation
during the term of this Agreement, Xx. Xxxxxxx shall receive the following
compensation:
4.1 Xx. Xxxxxxx shall receive a salary at the rate of $75,000,00
per year payable in 52 equal weekly payments. Salaries may be increased
annually by 5% upon approval of the Board of Directors.
4.2 Xx. Xxxxxxx shall receive a 5% cash bonus on all Residential
Financial Services, Inc. pretax income as per the certified year end financial
statement.
4.3 Xx. Xxxxxxx will continue to act as broker or co-broker for the
company as if he were any other commissioned employee and will be entitled to
commissions in accordance with the company payment policy.
5. Benefits. During the term of this Agreement, Xx. Xxxxxxx shall be
entitled to the following executive benefits:
5.1 Xx. Xxxxxxx shall be entitled to two weeks vacation time per
year without reduction in salary.
5.2 Xx. Xxxxxxx shall be entitled to receive health insurance and
reasonable business expenses generally available to members of management.
6. Termination. The employment of Xx. Xxxxxxx may be terminated at any
time by:
6.1 Mutual agreement; or
6.2 Action of the Board of Directors, on thirty (30) days' prior
written notice, in the event of illness or disability of Xx. Xxxxxxx resulting
in failure to discharge his duties under this Agreement for ninety or more
consecutive days or for a total of one hundred eighty or more days in a period
of twelve consecutive months; or
6.3 Action of the Board of Directors, if it shall be established
that Xx. Xxxxxxx is in material default in the performance of his obligations,
services or duties hereunder (other than for illness or incapacity) or has
materially breached any
provision of this Agreement and any such default or breach has continued for
twenty (20) days after written notice of such non-performance or breach.
Termination of employment under this sub-paragraph shall not be utilized except
for a material default or breach which has resulted in a material damage to the
Corporation.
7. Indemnification.
The Corporation shall indemnify Xx. Xxxxxxx against expenses
(including attorneys' fees and costs of investigation), judgements, fines, and
amounts paid in settlement actually and reasonably incurred by Xx. Xxxxxxx in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, derivative, investigative, or
administrative by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation or an affiliate of the Corporation or a
participant in another corporation, partnership or other enterprise at the
request of the Corporation if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of the Corporation or
such other entity, and with respect to any criminal action or proceeding, had
no reasonable cause to believe that his conduct was unlawful. The Corporation
shall pay the foregoing expenses as incurred and Xx. Xxxxxxx shall repay any
such amounts upon the final determination that he was not entitled to such
indemnification, such determination to be by a court of competent
jurisdiction.
8. Miscellaneous.
8.1 The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver of any such provision, nor prevent
such party thereafter from enforcing such provision or any other provision of
this Agreement. The rights granted both parties herein are cumulative and the
election of one shall not constitute a waiver of such party's right to assert
all other legal remedies available under the circumstances.
8.2 Any notice to be given to the Corporation under the terms of
this Agreement shall be addressed to the Corporation, at the address of its
principal place of business, and any notice to be given to Xx. Xxxxxxx shall be
addressed to him at his home address last shown on the records of the
Corporation, or such other address as either party may hereafter designate in
writing to the other. Any notice shall be deemed duly given when mailed by
registered or certified mail, postage prepaid, as provided herein,
8.3 The provisions of the Agreement are severable, and if any
provision of this Agreement shall be held invalid or otherwise unenforceable,
in whole or in part, the remainder of the provisions, or enforceable parts
thereof, shall not be affected thereby.
8.4 The rights and obligations of the Corporation under this
Agreement shall inure to the benefit of and be binding upon the successors and
assignees of the Corporation.
8.5 This Agreement supersedes all prior agreements and
understandings between the parties hereto, oral or written, and may not be
notified or terminated orally. No modification, termination or attempted waiver
shall be valid unless in writing, signed by the party against whom such
modification, termination, or waiver is sought to be enforced.
8.6 The parties further specifically agree that any action sought
to enforce any of the terms and conditions of this agreement or to remedy any
default thereof shall be brought in the appropriate court in Dade County,
Florida. The parties specifically agree that appropriate courts in Dade County,
Florida constitute the proper venue to bring such action.
8.7 The parties agree that in the event it is necessary to enforce
any of the terms and conditions of this contract or to bring an action based
upon a default of
this agreement that the prevailing party will be entitled to seek and recover
all reasonable attorney's fees incurred therein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
XXXXX XXXXXXX RESIDENTIAL FINANCIAL SERVICES, INC.
By /s/ Xxxxx Xxxxxxx By /s/ Xxxxx Xxxxxx
------------------------------------ ----------------------------------
