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EXHIBIT 10.04
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
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Agreement dated as of January 2, 1997 by and between FRM Nexus,
Inc.
(formerly known as PSI Settlement Corp., 000 Xxxxx Xxxxxx, Xxx Xxxxxxxx, Xxx
Xxxx 00000 ("Company") and Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxxx, Xxx
Xxxx 00000 ("Executive").
WHEREAS, by Agreement made effective January 1, 1995 ("Employment
Agreement") Programming and Systems, Inc. agreed to employ Executive as its
chief executive officer and agreed to certain compensation arrangements, and
WHEREAS, Company assumed the obligations of the Company by resolution
of its Board of Directors adopted on October 7, 1995, and
WHEREAS, the parties wish to modify the Employment Agreement,
NOW, THEREFORE, in consideration of the promises contained herein, the
parties agree as follows:
1. Effective January 2, 1997 Executive shall resign as chief
operating officer of Company. However, Executive shall continue to be employed
by Company as an advisor/consultant to the new President and Chief Operating
Officer of Company and its subsidiary Medical Financial Corp. ("MFC").
Executive shall devote a substantial portion of his time to the business of
Company and shall, inter alia, consult with, advise, educate and assist the
management of Company in its operations. Executive shall assist new management
during the transition period and gradually devote less efforts to Company and
more to MFC, as Company's new management team determines.
2. All other terms of the Employment Agreement shall remain in
effect.
IN WITNESS WHEREOF, the parties have agreed as of the date first above written.
FRM NEXUS, INC.
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, President
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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EMPLOYMENT AGREEMENT
The Agreement made effective January 1, 1995 by and between PROGRAMMING
AND SYSTEMS, INC., a corporation organized under the laws of the State of New
York (the "Company") and Xxxxx Xxxxxx (the "Executive");
WHEREAS, the Company desires to retain the services of the Executive as
its chief executive officer, reporting to the Board of Directors of the
Company, and
WHEREAS, the Company desires to assure itself of the availability of
the Executive's services initially for a period of three years, and
WHEREAS, the Executive is agreeable to accepting employment by the
Company on the terms and conditions hereinafter set forth,
NOW, THEREFORE, it is mutually agreed as follows:
1. Term and Duties.
The Company agrees to employ the Executive as its chief executive
officer for a period commencing January 1, 1995 and ending December 31,
1997. In such capacity the Executive shall perform such duties,
appropriate and related to the function of such office, as the Board of
Directors of the Company shall from time to time direct.
The Executive hereby accepts such employment and agrees to devote a
substantial amount of his business time and attention thereto, but not
his full time, all on terms and conditions herein below set forth. In
the event the Executive shall cease to be an employee of the Company
prior to the scheduled expiration date of the term hereof as a result of
a breach by the Company in any of its obligations hereunder, the Company
shall pay the Executive all of the compensation herein provided for
until the earlier of such scheduled expiration date or his acceptance of
other comparable employment. For purposes hereof comparable employment
shall be deemed to mean employment in a chief executive capacity at a
level of compensation comparable to that provided for herein with a
company of a size and stature similar to that of the Company. The
Company acknowledges that the Executive shall be free to reject without
prejudice to his rights hereunder any offer of employment which in his
sole discretion does not constitute comparable employment as herein
defined.
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2. Compensation.
a. In consideration of the services to be rendered to the Company hereunder,
including any and all services which may be rendered to any subsidiaries of the
Company, the Company will pay or cause to be paid to the Executive a base salary
as follows:
For calendar year:
1995 - $110,000.00 per annum
1996 - $120,000.00 per annum
1997 - $130,000.00 per annum
b. The Executive shall receive an unaccountable expense allowance of $5,000.00
per annum.
c. In the event the Company enters into a new venture, program or business
activity (including without limitation an acquisition) the Company and the
Executive shall negotiate an appropriate incentive and/or bonus arrangement for
the Executive.
3. Situs of Employment.
The Executive's regular place of employment shall be at the principal offices
of the Company presently located in New Rochelle, New York.
4. Expenses.
All travel and other reasonable expenses incident to the rendering of services
by the Executive hereunder will be paid by the Company. The Company recognizes
that in rendering such services the Executive will be required to entertain
various persons and representative of the Company and organizations with which
it has or seeks to develop business relationships. The Company will reimburse
the Executive on presentation of expense accounts for any such entertainment
expenses in accordance with the usual account procedures of the Company. In
order to facilitate such entertainment the Company agrees to pay or reimburse
the Executive for one half the cost of maintaining a membership in a country
club to be selected by him. If any such expenses are paid in the first instance
by the Executive the Company will promptly reimburse him therefore on
presentation of receipts or other evidences.
The Company agrees to continue to provide the Executive with an automobile and
during the term of this agreement, and to replace said automobile with another
automobile of comparable quality approximately every two years.
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5. Service.
The Executive may, during the term of this Agreement, including renewals,
engage in other business activities including without limitation the ownership
and/or serving as chief executive officer of such businesses and continue to
utilize the Corporate premises for these purposes. During the term of this
Agreement the Executive shall be entitled to reasonable vacations.
6. Disability.
If the Executive fails because of illness or other incapacity for a period of
six consecutive months to render substantial time and services to the Company
of the character required hereunder, the Board of Directors of the Company may
determine that he has been disabled. In such event, the Executive will continue
to render such advisory and consultatory services as may reasonably be
requested of him and during the period of such disability shall receive
compensation hereunder at the rate of one half of the salary provided for
herein, during the unexpired term of this agreement and any renewals thereof.
7. Death.
If the Executive dies during the term of this Agreement the Company shall pay
to his widow if she survives him, or if the Executive dies without leaving a
spouse surviving him then to his Estate within 120 days after his death the
lump sum of $25,000 in addition to his accrued salary to the date of his death.
8. Medical Benefits.
The Executive shall receive full medical and dental benefits from the Company.
He may participate in the hospitalization, medical and insurance plans now in
force or in any other benefit plan or program which will be to the best
interests of the Executive and the Company and which will provide the Executive
with a benefit plan acceptable to him.
9. Automatic Renewal.
The term of this Agreement shall be automatically extended for consecutive
additional one year periods unless either party shall notify the other of his
or its intention not to renew the Agreement not less than 120 days prior to the
scheduled expiration date of this Agreement or any such renewal thereof. Any
such notice shall be in writing and sent to the other party by certified mail.
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10. Breach.
A breach of any provision of this Agreement shall not constitute a breach
of the entire Agreement. A waiver by the Company or by the Executive of a
breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach by either.
11. Successors and Assigns.
This Agreement shall be binding upon and enure to the benefit of any
successor of the Company (including any corporation which may acquire all
or substantially all of the Company's operations or assets and business or
with or into which the Company may be consolidated or merged), including
without limitation any company distributed to the shareholders of the
Company. Any successor shall be deemed substituted for the Company under
the terms hereof.
12. Amendment.
This Agreement may not be amended, modified or supplemented except by
subsequent written agreement.
13. Arbitration of Disputes.
Any controversy of claim arising out of or relating to this Agreement or
the breach thereof shall be settled by arbitration in the City of White
Plains, New York in accordance with the rules then obtaining of the
American Arbitration Association and judgment upon the award rendered may
be entered in any court having jurisdiction thereof.
IN WITNESS WHEREOF, the parties thereunto duly authorized have caused this
Agreement to be executed on the 23rd day of November, 1994.
PROGRAMMING AND SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Secretary
EXECUTIVE
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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