EMPLOYMENT AGREEMENT
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THIS AGREEMENT is made and entered into this _______ day of
______________, 1998, by and between United States Financial Group,
Incorporated, having its principal place of business at 000 Xxxx Xxxxxx, Xxx
Xxxx, XX 00000, hereinafter referred to as the "Employer", and Xxxx X. Xxxxx,
hereinafter referred to as the "Employee."
1. Employment. The Employer hereby agrees to employ the Employee in the
capacity of an officer of the Employer as is determined from time to
time by the Board of Directors of United States Financial Group,
Incorporated, upon the terms and conditions set out herein.
2. Term. The term of this Agreement shall commence on the first day upon
completion of the Initial Public Offering of the Company, and shall
terminate five years from such date. This Agreement shall
automatically renew each year thereafter, unless either party gives
sixty (60) days written notice to the other party of his intent not
to renew for an additional period.
3. Compensation. The Employer shall pay the Employee, as compensation
for the services rendered by the Employee, a salary of $250,000 per
year, payable every two weeks. Salary payments shall be subject to
withholding and other applicable taxes. Employee shall be paid a
bonus, as determined by the Board of Directors or the Compensation
Committee thereof, for strategic acquisitions or mergers in which
Employee participates, and a stock bonus, as determined by the Board
of Directors or the Compensation Committee thereof, for profitable
operations of the Company. Employer shall provide Employee with the
present Company medical plan.
4. Expenses. The Company will provide Employee with a suitable
automobile or shall, in lieu of being furnished with a Company
automobile, receive a monthly automobile allowance of not less than
$550.00. The Company shall also reimburse Employee for all reasonable
and necessary expenses incurred in carrying out his duties under this
Agreement. Employee shall present to the Company from time to time an
itemized account of such expenses in any form required by the
Corporation. Such expenses shall be subject to review by the Audit
Committee of the Board of Directors.
5. Duties. The Employee shall perform, for the Employer, the duties set
out in the attached Exhibit "A" or such other similar duties as
defined by the Board of Directors.
6. Extent of Services. The Employee shall devote his entire time,
attention, and energies to the Employer's business and shall not,
during the term of this Agreement, be engaged in any other business
activity, whether or not such business activity is pursued for gain,
profit, or other pecuniary advantage. The Employee further agrees
that he will perform all of the duties assigned to him to the best of
his ability and in a manner satisfactory to the Employer, that he
will truthfully and accurately maintain all records, preserve all
such records, and make all such reports as the Employer may require;
that he will fully account for all money and all of the property of
the Employer of which he may have custody and will pay over and
deliver the same whenever and however he may be directed to do so.
7. Notices. Any notice required or desired to be given under this
Agreement shall be given in writing, sent by certified mail, return
receipt requested, to his residence in the case of the Employee, or
to its principal place of business, in the case of the Employer.
8. Waiver of Breach. The waiver by the employer of a breach of any
provision of this Agreement by the Employee shall not operate or be
construed as a waiver of any subsequent breach by the Employee. No
waiver shall be valid unless in writing and signed by the Employer.
9. Assignment. The Employee acknowledges that the services to be
rendered by him are unique and personal. Accordingly, the Employee
may not assign any of his rights or delegate any of his duties or
obligations under this Agreement. The rights and obligations of the
Employer under this Agreement shall inure to the benefit of and shall
be binding upon the successors and assigns of the Employer.
10. Death during Employment. If the Employee dies during the term of
employment, the Employer shall pay to the estate of the Employee one
full month of compensation which would otherwise be payable to the
Employee if the Employee were alive. In addition, the Employer shall
allow the Estate of the Employee to maintain the ownership of any
interest the Employee had in any and all distributorships.
11. Vacations. The Employee shall be entitled each year to vacation and
personal leave suitable and appropriate to his position. During this
time his compensation shall be paid in full.
12. Termination by Employee. The Employee may not terminate this
Agreement without cause. This Agreement and the employment of the
Employee may be terminated by either party with stated cause upon 30
days' written notice given by either party to the other within 12
months from the date of commencement of employment hereunder, or upon
90 days' written notice with stated cause thereafter. Termination for
cause shall include, but not necessarily be limited to (i) Employee's
failure, refusal or inability to perform satisfactorily the services
required of him by the Board of Directors; (ii) Employee's commitment
of an offense of moral turpitude or offense under federal, state or
local laws; and (iii) commission by Employee of an act of disloyalty
against the Corporation or the violation by Employee of any provision
of this Agreement.
13. Entire Agreement. This Agreement contains the entire understanding of
the parties. It may be changed only by an Agreement in writing,
signed by the parties hereto.
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14. Governing Law. This agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance
with the laws of the State of New York. The parties herein waive
trial by jury and agree to submit to the personal jurisdiction and
venue of a court of subject matter jurisdiction located in New York
County, State of New York. In the event that litigation results from
or arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party's reasonable
attorney's fees, court costs, and all other expenses, whether or not
taxable by the court as costs, in addition to any other relief to
which the prevailing party may be entitled. In such event, no action
shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date the
cause(s) of action actually accrued regardless of whether damages
were otherwise as of said time calculable.
15. Indemnity. The Employer shall indemnify the Employee and hold him
harmless for any acts or decisions made by him in good faith while
performing services for the Employer and will use its best efforts to
obtain coverage for the Employee under any insurance policy now in
force or hereinafter obtained during the term of this Agreement
covering the other officers, and/or employees of the Employer against
lawsuits. Employer shall pay all expenses, including attorney's fees,
actually and necessarily incurred by the Employee in connection with
any appeal thereon, including the cost of court settlements.
16. Working Facilities. The Employee shall be provided such facilities
and services as are suitable to his position and appropriate for the
performance of his duties.
17. Contractual Procedures. Unless specifically disallowed by law, should
litigation arise hereunder, service of process therefor may be
obtained through certified mail, return receipt requested; the
parties hereto waiving any and all rights they may have to object to
the method by which service was perfected.
United States Financial Group, Incorporated.
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By: Xxxx X. Xxxxx
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Its:
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EXHIBIT "A"
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Duties of Employee
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