Exhibit
10.1
EMPLOYMENT AGREEMENT
Employment agreement, dated as of October 1, 1997 by and
between STAFF BUILDERS INC., a New York Corporation ("Staff
Builders" or the "Corporation"), and Xxxxxxx Xxx who resides at 0
Xxxxxxxx Xx., Xxxxxxxxxx, Xxx Xxxx 00000 ("Executive").
WHEREAS, Staff Builders wishes to secure the services of the
Executive on the terms and conditions set forth below;
AND WHEREAS, the Executive is willing to accept employment
with Staff Builders on such terms and Conditions
NOW, THEREFORE, in consideration of their mutual promises
and other adequate consideration, Staff Builders an the Executive
do hereby agree as follows:
1. EMPLOYMENT. Staff Builders will employ the Executive as
Sr. Vice President - Corporate Support Services, in accordance with
the terms and provisions of this Agreement.
2. DUTIES. The Executive shall be responsible for the
management of the Corporation's billing, collection and corporate
support services. The Executive shall report directly to the
Executive Vice President of the Corporation or such other officer
of the Corporation as the Board of Directors may from time to time
designate. The Executive shall devote her full business time,
attention and skill to the performance of her duties hereunder and
to the advancement of the business and interests of Staff Builders.
3. TERM This Agreement shall be effective upon execution by
Staff Builders and the Executive, and shall remain in effect until
November 30, 2000, unless terminated earlier pursuant to the terms
hereof.
4. COMPENSATION.
(a) Salary. The Executive shall be paid a salary
of $145,000 per annum during the term hereof, payable in weekly
installments. The Executive's salary will be increased to $155,000
on January 1, 1998 and will be increased by Staff Builders on each
of January 1, 1999. January 1, 2000 by no less than 5%.
(b) Benefits. The Executive shall be eligible to
receive and participate in all health, medical or other insurance
benefits which Staff Builders provides or makes available to its
employees.
(c) Expenses. Staff Builders shall reimburse the
Executive for all reasonable and necessary expenses upon submission
by the Executive of receipts, accounts or such other documents
reasonably requested by Staff Builders.
(d) Vacation. The Executive shall be entitled to
three weeks of paid vacation during each twelve month period of
employment during the term.
(e) Deferred Compensation. The Executive is
entitled to participate in the Deferred Compensation Program as
described in the plan documents.
5. TERMINATION: RIGHTS AND OBLIGATIONS UPON
TERMINATION.
(a) If the Executive dies during the Term, then the
Executive's employment under this Agreement shall terminate. In
such event, the Executive's estate shall be entitled only to
compensation and expenses accrued and unpaid as at the date of the
Executive's death.
(b) If, as a result of the Executive's incapacity
due to physical or mental illness, whether or. not job related, the
Executive is absent from her duties hereunder for 90 consecutive
days, or an aggregate of 120 days during the Term, the Executive's
employment hereunder and this Agreement shall terminate. In such
event, the Executive shall be entitled only to compensation and
expenses accrued and unpaid as at the date of termination of the
Executive's employment.
(c) The Corporation shall have the right to
terminate the Executive's employment under this Agreement for
Cause. For purposes of the Agreement, the Corporation shall have
"Cause" to terminate the Executive's employment if (i) the
Executive assigns, pledges, or otherwise disposes of her rights and
obligations under this Agreement, or attempts to do the same
without the prior written consent of the Corporation; or (ii) the
Executive fails to fulfill her obligations under this Agreement,
has breached any of the terms or conditions hereof, has engaged in
willful misconduct or has acted in bad faith; or (iii) the
Executive has breached Section 7 of this Agreement; or (iv) the
Executive has committed a felony or perpetrated a fraud against the
Corporation. If the Corporation terminates this Agreement for
Cause, the Corporation's obligations hereunder shall cease, except
for the Corporation's obligation to pay the Executive the
compensation and expenses accrued and unpaid as of the date of
termination in accordance with the provisions hereof.
(d) In the event that at any time after a Change of
Control (as defined below) but prior to the end of twelve (12)
months after such Change of Control, the Executive is discharged
for any reason other than for Cause (as defined below) or resigns
for any reason (other than due to termination for Cause), the
Executive shall begin to receive within thirty (30) days after such
discharge or resignation a severance payment of one year's salary
at the same rate of pay in effect at the date of the Change of
Control to be paid in weekly installments for the one year period
following such discharge or resignation. A "Change of Control"
shall be deemed to occur when a person, corporation, partnership,
association or entity (x) acquires a majority of the outstanding
voting securities of Staff Builders, Inc., a Delaware corporation
("SBD") or (y) acquires securities of the bearing a majority of
voting power with respect to election of directors of SBD or (z)
acquires all or substantially all of SBD's assets.
(e) Notwithstanding anything to the contrary
contained herein, all payments owed to the Executive upon
termination of this Agreement shall be subject to offset by the
Corporation for amounts owed to the Corporation by the Executive
hereunder or otherwise.
(f) The obligations of the Corporation and the
Executive pursuant to this Section 5 shall survive the termination
of this Agreement.
6. NOTICES. Any written notice permitted or required under
this Agreement shall be deemed sufficient when hand delivered or
posted by certified or registered mail, postage prepaid, and
addressed to:
if to Staff Builders:
Staff Builders, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx X000
Xxxx Xxxxxxx, Xxx Xxxx 00000
Attention: Executive Vice President
or
if to the Executive:
Xxxxxxx Xxx
0 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx II 721
Either party may, in accordance with the provisions of this
Section, give written notice of a change of address, in which event
all such notices and requests shall thereafter be given as above
provided at such changed address.
7. CONFIDENTIALITY OBLIGATIONS: NON-COMPETITION BY
EXECUTIVE
(a) The Executive acknowledges that in the course
of performing her duties hereunder, she will be made privy to
confidential and proprietary information. The Executive covenants
and agrees that during the term of this Agreement and at any time
after the termination of this Agreement, she will not directly or
indirectly, for her own account or as an employee, officer,
director, partner, joint venturer, shareholder, investor, or
otherwise, disclose to others or use for her own benefit or cause
or induce others to do the same, any proprietary or confidential
information or trade secrets of Staff Builders, including but not
limited to, any matters concerning the business of Staff Builders,
including its billing, collections or administrative operations,
plans, procedures or methods of operations, any Staff Builders'
lists of clients or business contacts, other work product or
records of Staff Builders, other than in the performance of her
duties hereunder.
(b) The Executive agrees that, during the term hereof
and for one (1) year following the termination hereof, she will
not, within the United States (A) compete, directly or indirectly,
for her own account or as an employee, officer, director, partner,
joint venturer, shareholder, investor, or otherwise, with the home
health care or supplemental staffing business conducted by Staff
Builders or (B) be employed by, work for, advise, consult with,
serve or assist in any way, directly or indirectly, any person or
entity whose business is home health care or supplemental staffing;
or (C) directly or indirectly solicit, recruit or hire any employee
of Staff Builders to leave the employ of Staff Builders; or (D)
solicit any client or customer of Staff Builders to terminate or
modify its business relationship with Staff Builders.
(c) The foregoing restrictions on the Executive set
forth in this Section 7 shall be operative for the benefit of Staff
Builders and of any business owned or controlled by Staff Builders,
or any successor or assign of any of the foregoing.
(d) Executive acknowledges that the restricted period of
time and geographical area specified in this Section 7 is
reasonable, in view of the nature of the business in which Staff
Builders is engaged and the Executive's knowledge of Staff
Builders' business. Notwithstanding anything herein to the
contrary, if the period of time or the geographical area specified
in this Section 7 should be determined to be unreasonable in a
judicial proceeding, then the period of time and territory of the
restriction shall be reduced so that this Agreement may be enforced
in such area and during such period of time as shall be determined
to be reasonable.
(e) The parties acknowledge that any breach of this
Section 7 will cause Staff Builders irreparable harm for which
there is no adequate remedy at law, and as a result of this, Staff
Builders shall be entitled to the issuance of an injunction,
restraining order or other equitable relief in favor of Staff
Builders restraining Executive from committing or continuing any
such violation. Any right to obtain an injunction, restraining
order or other equitable relief hereunder shall not be deemed a
waiver of any night to assert any other remedy Staff Builders may
have at law or in equity.
(f) For purposes of this Section 7, the term "Staff
Builders" shall refer to the Corporation and all of its parents,
subsidiaries and affiliated corporations.
8. JURISDICTION.. The Executive consents to the jurisdiction
of the Supreme Court of the State of New York or of any Federal
Court in the City of New York for a determination of any dispute as
to any matters whatsoever arising out of or in any way connected
with this Agreement and authorizes the service of process on her
registered mail sent to him at his address shown on the records of
Staff Builders.
9. HANDBOOKGROUP INSURANCE PROGRAM BOOKLET. The Executive
acknowledges receipt of Staff Builders Employee Handbook and Group
Insurance Program booklet (together, the "Handbook"). The terms of
the Handbook are incorporated herein by reference.
10. STOCK OPTIONS. The Executive will be granted stock
options to purchase 10,000 shares of SBLI which will be issued and
will vest in accordance with the terms of an Option Agreement
between the Executive and the Corporation.
11. BINDING EFFECT. This agreement shall bind and inure to
the benefit of Staff Builders, its successors and assigns and shall
inure to the benefit of, and be binding upon, the Executive, his
heirs, executors and legal representatives.
12. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall in no way affect the validity or
enforceability of any other provision, or any part thereof.
13. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement between the parties hereto pertaining to the subject
matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations, and discussions, whether
oral or written, of the parties.
15. MODIFICATION, TERMINATION OR WAIVER. This Agreement may
only be amended or modified by a written instrument executed by the
parties hereto. The failure of any party at any time to require
performance of any provision of this Agreement shall in no manner
affect the right of such party at a later time to enforce the same.
IN WITNESS WHEREOF, Staff Builders and the Executive have
executed this Employment Agreement as of the date first above
written.
STAFF BUILDERS, INC.
By: /s/ Xxxxx Xxxxxxxx
/s/ Xxxxxxx Xxx
Xxxxxxx Xxx
