EMPLOYMENT AGREEMENT
THIS AGREEMENT dated as of January 1, 2002, by and between Western
Pathology Consultants, Inc. (WPCI), a Nebraska corporation, (Employer) and
Xxxxxxx X. Xxxxxxxxx (Employee).
1. Employment. Employer employs Employee and Employee hereby accepts such
employment under the terms and conditions set forth.
2. Term. This Agreement shall continue until terminated as provided herein.
3. Regular Compensation. In consideration of such services to be rendered by
Employee to Employer, Employer shall pay to Employee an annual base salary
of $95,000 to commence on January 1, 2002. Such salary shall be determined
annually, by the Board of Directors of Employer and be set forth in their
minutes. It is also understood, that during the time period that the
Company is not in a strong enough fiscal position to afford the contracted
base, the Employee will work at 75% of the base until such time as the
Company can afford to pay Employee at the full base, determined by the
Board of Directors. The shortfall of pay shall be paid out as a bonus or in
the form of stock at a point in time approved by the Board of Directors.
4. Bonus. Employer shall pay Employee a bonus of $500 per month for each month
budgeted Operating Income is met. These Bonuses shall be paid out by the
25th of the month following the end of the month being evaluated. In
addition, Employer shall pay Employee a quarterly bonus of $2,000 per
quarter for every $10,000 over the budgeted Net Income Before Taxes (NIBT),
paid out by the 25th of the month following the end of the quarter being
evaluated. This bonus is not prorated but is based on each $10,000
increment, i.e. up to $19,999 over the budgeted NIBT earns $2,000 in bonus,
but, $20,000 over the budgeted NIBT earns $4,000 in bonus.
5. Fringe Benefits. Employee shall be entitled to various fringe benefits as
established by Employer.
6. Employee Covenants. Employee will give his best skill and effort at all
times for the business and benefit of Employer. All income from business
similar to or related to Employer's shall be turned over to Employer.
Employee acknowledges that Employee's employment does not confer upon
Employee any ownership interest in products of employment produced by
Employee.
7. Vacation. Employee shall be entitled to four weeks vacation time annually.
8. Severance Pay. If Employer terminates Employee without cause, Employee
shall be paid one half of the annual base salary as severance pay and all
options shall become fully vested.
9. Termination. Employer and Employee shall each have the right to terminate
this agreement with three months notice. In the event Employee violates any
of the terms of this agreement or through willful inattention to the
economic or ethical welfare of the Employer, Employer shall have the option
of terminating this agreement on written notice to Employee. The decision
to terminate will be made by the board of directors of WorkPlace Compliance
except that if Employee is a member of such board, he shall have no vote on
the matter. In the event of termination of this agreement, Employee will
not after termination solicit or contact any person or entity who or which
was a customer of Employer during the period of time Employee was employed
by Employer for any purpose in competition with Employer's line of products
and services during the Employee's tenure for a period of 36 (thirty six)
months following termination of employment. In the event of termination of
this agreement, Employee agrees to pay Employer 25% of any revenues
received by Employee for any services provided by Employee to clients of
Employer for a period of 3 (three) years.
10. Miscellaneous. This agreement is and shall be personal to the parties
hereto and may not be assigned by Employee in any event and assigned by
Employer only with the express written consent of Employee. This agreement
can not be changed or terminated orally.
/s/ Xxxxxxx X. Xxxxxxxxx March 3, 2002
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Xxxxxxx X. Xxxxxxxxx, Employee Date
Western Pathology Consultants, Inc.
by /s/ Xxxxxx X. Xxxx March 3, 2002
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Xxxxxx X. Xxxx, VP Finance & Admin/CFO Date
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