Exhibit 10.1(b)
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 1st day of July, 1998 between
International Sports Wagering Inc., a Delaware corporation (the
"Corporation"), and Xxxxx Xxxxxx ("Employee").
W I T N E S S E T H:
WHEREAS, the Employee is the founder of the Corporation;
WHEREAS, the Corporation is in the business of developing,
producing, marketing, licensing and servicing computerized sports
wagering systems;
WHEREAS, the Corporation desires to employ Employee as its
Chairman of the Board and Employee desires to serve the Corporation
in such capacity; and
WHEREAS, the Corporation desires to provide certain benefits to
the Employee upon termination of this Agreement, as herein
provided.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. EMPLOYMENT. Subject to the terms and conditions herein
contained, the Corporation hereby employs Employee as its Chairman
of the Board and Employee hereby agrees to serve the Corporation in
such capacity.
2. DUTIES.
(a) Employee agrees, during the Term (as hereinafter
defined), to devote his full business attention and best efforts to
the business of the Corporation and to perform such duties of an
executive and administrative nature as the Board of Directors of
the Corporation, acting reasonably, shall assign or direct,
consistent with his status and position as Chairman of the Board,
including, without limitation, such duties as would typically be
performed by persons holding similar positions in other companies.
(b) Employee shall conduct himself at all times in a manner
consistent with his position with the Corporation.
3. TERM
(a) The term of Employee's employment (the "Term") shall
commence as of July 1, 1998, and shall terminate on June 30, 1999,
subject to earlier termination only (i) in the event of Employee's
death; (ii) at the option of the Corporation, in the event of
disability (as hereinafter defined) for 90 consecutive working days
or an aggregate of 120 working days during any consecutive six
month period during the Term; (iii) for cause; or (iv) as provided
in Sections 5.2 and 7.
(b) For the purpose of this Agreement, "disability" shall
mean any injury or any physical or mental condition or illness
which shall render Employee unable to perform his duties in
accordance with this Agreement.
4. COMPENSATION AND BENEFITS. As compensation for all duties
to be rendered by Employee to the Corporation in all capacities,
the Corporation shall pay to Employee during the Term a minimum of
the following, payable in accordance with the standard payroll
practice of the Corporation:
4.1 The Employee shall receive a base salary of not less than
$165,000 per annum.
4.2 In addition, Employee shall be entitled to receive (a)
such salary increases, bonuses or other incentive compensation as
may be approved by the Board of Directors; (b) three weeks vacation
during each year of the Term; (c) such health insurance as the
Corporation may from time to time provide to all other executive
employees; (d) such life insurance as the Corporation may provide
to all other executive employees; (e) such other fringe benefits as
the Corporation may provide to its employees; and (f) at the
Corporation's expense, the use of a leased automobile plus all
expenses of operating such automobile, including but not limited to
insurance and maintenance costs.
4.3 Notwithstanding the provisions of Section 4.2, in lieu of
participating in the health insurance program provided by the
Corporation for the benefit of all of its employees, the Employee
may elect to participate in other health insurance (and/or
Medicare) and in such case the Corporation shall pay or reimburse
the Employee, upon presentation of invoices therefor, for (i) any
deductible or co-payments required to be paid by the Employee, (ii)
any health or hospitalization costs not reimbursed to the Employee
by such other health insurance (and/or Medicare) and (iii) the
premiums for the Employee's existing life insurance policies in
amount of $200,000; provided that the aggregate payment or
reimbursement per annum to which the Employee shall be entitled for
all of the foregoing benefits set forth in this Section 4.3 shall
be $8,400.
5. REQUIRED RELOCATION.
5.1 During the Term, the Corporation shall not require the
Employee to relocate outside of the New York City/New Jersey
metropolitan area (the "Area").
5.2 In the event that prior to the end of the Term of this
Agreement, the Corporation requires the Employee to relocate
outside the Area and the Employee elects in his discretion, not to
do so, the Employee may voluntarily leave the employ of the
Corporation and in such event the Corporation shall pay to the
Employee (i) his base salary until the end of the Term; (ii) all
benefits provided in Section 4.2, 4.3 and 8; and (iii) the
Severance Benefits provided in Section 6.
5.3 Notwithstanding the foregoing, the Employee may be
required to travel away from his home for reasonable periods of
time in fulfillment of his responsibilities for the Corporation.
6. SEVERANCE BENEFITS.
Upon expiration of the Term of this Agreement on June 30, 1999
or earlier if as a result of the death or disability of the
Employee, or as provided in Section 5.2 or as a result of a Change
of Control, other than for cause, the Corporation shall pay to the
Employee (or the Employee's estate (if the Agreement is terminated
as a result of the Employee's death), the following:
(a) The Employee's base salary, as provided in Section 4.1,
for a period of one year, payable in accordance with the standard
payroll practice of the Corporation; and
(b) For a period of one year, the benefits provided in
Section 4.2(c), (d), (e) and (f), Section 4.3 and Section 8.
7. CHANGE OF CONTROL:
7.1 In the event of a "Change of Control" (as hereafter
defined) during the Term the Employee shall be entitled, at his
option, which option shall be exercised by giving not less than 60
days' prior written notice to the Corporation, to terminate this
Agreement. Whether the Employee terminates this Agreement, or this
Agreement is terminated by the Corporation, after a Change in
Control, for any reason whatsoever other than for cause, the
Employee shall be entitled to the following:
(a) If the termination is during the Term, the Employee shall
be entitled to continued payment of his base salary and benefits as
provided in Sections 4.1, 4.2, 4.3 and 8 until June 30, 1999.
(b) The Employee shall be entitled to the Severance Benefits
provided in Section 6.
(c) "Change of Control" shall mean, if any person, or any two
or more persons acting a group, and all affiliates of such person
or persons, who prior to such time beneficially owned (as defined
in Rule 13d-3 under the Securities and Exchange Act of 1934 (the
"Exchange Act") less than 50% of the then outstanding Common Stock
of the Corporation, shall acquire additional shares of Common Stock
in one or more transactions or series of transactions, such that
following such transaction or transactions, such person or group
and affiliates beneficially own 50% or more of the Common Stock
outstanding.
8. REIMBURSEMENT OF EXPENSES. The Corporation shall reimburse
Employee for all reasonable business expenses paid or incurred by
him on behalf of the Corporation, including, but not limited to,
travel and entertainment expenses, that he shall incur during the
Term in connection with the performance of his duties hereunder;
provided that he submits, in a timely manner, receipts or other
expense records in such detail as may be required by the
Corporation.
9. NO CONFLICTING COMMITMENTS.
Employee represents and warrants that he has no commitments or
obligations of any kind whatsoever inconsistent with this Agreement
which would impair, infringe upon or limit his ability to enter
into this Agreement or to perform the services required of him
hereunder.
10. PROPRIETARY INFORMATION. Prior to the execution of this
Employment Agreement, Employee has signed a Proprietary Information
Agreement the terms of which shall continue in full force and
effect.
11. ENTIRE AGREEMENT. This Agreement embodies the entire
understanding and agreement of the parties hereto in relation to
the subject matter hereof, and no promise, condition, representa-
tion or warranty, express or implied, not herein set forth shall
bind any party hereto. None of the terms and conditions of this
Agreement may be changed, modified, waived or cancelled orally or
otherwise except in a writing signed by both the parties hereto,
specifying such change, modification, waiver or cancellation. A
waiver at any time of compliance with any of the terms and condi-
tions of this Agreement shall not be considered a modification,
cancellation or waiver of such terms and conditions of any pre-
ceding or succeeding breach thereof unless expressly so stated.
12. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
legal representatives, successors and assigns.
13. GOVERNING LAW. This Agreement shall be governed by the
internal laws of the State of New Jersey without regard to
principles of conflicts of law.
14. NOTICES. Any notice or other communication required or
desired to be given shall be in writing and shall be sent by
registered or certified mail return receipt requested or by express
mail. Each such notice shall be deemed given at the time it is
mailed in any post office maintained by the United States to the
following respective addresses, which either party may change as to
such party upon ten (10) days' notice to the other.
To the Corporation:
International Sports Wagering Inc.
000 Xxxxx Xxxxx Xxxx (Xxxxx 0X)
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
Attn: President
With a copy to:
Xxxxxxx X. Xxxxxxx, Esq.
Xxxxx Xxxx Xxxxx Constant & Xxxxxxxx
00 Xxxxxxxxxxx Xxxxx (00xx Xxxxx)
Xxx Xxxx, Xxx Xxxx 00000
To Employee:
Xx. Xxxxx Xxxxxx
00 Xxxxxxx Xxxx
Xxxxx, XX 00000
15. EXTRAORDINARY RELIEF. Employee acknowledges and agrees
that irreparable damage will result to the Corporation in the event
of a breach of the Proprietary Information Agreement. Accordingly,
Employee agrees that the Corporation shall be entitled to enforce
its rights under said Proprietary Information Agreement, in the
event of a breach or threatened breach thereof, in the court of
equity, and shall be entitled to a decree of specific performance
or appropriate injunctive relief. Such remedies shall be
cumulative and not exclusive and shall be in addition to any other
rights or remedies available to the Corporation.
16. INVALIDITY. Any provision of this Agreement found to be
prohibited by law shall be ineffective as written without
invalidating the remainder of this Agreement and shall be deemed
amended to the fullest extent allowable by applicable law to
effectuate the purposes of said provision.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
INTERNATIONAL SPORTS WAGERING INC.
By:
President
EMPLOYEE:
___________________________________
Xxxxx Xxxxxx
