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EXHIBIT 6.7
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made this ___ day of January, 2001 by and between
ULTRASTRIP SYSTEMS, INC., a Florida corporation (the "Company"), and XXXXXX X.
XXXXXXX ("Executive").
In consideration of the mutual covenants and agreements herein contained, the
compensation to be paid hereunder and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. TERM OF EMPLOYMENT. The Company hereby employs Executive and Executive hereby
accepts employment with the Company for a period retroactively beginning on
December 21, 2000 and terminating, unless sooner terminated as provided herein,
on June 30, 2001. Upon the mutual execution of this Agreement, the parties are
entering into an employment agreement providing for Executive's full-time
employment beginning July 1, 2001 and running through June 30, 2004.
2. DUTIES OF EXECUTIVE. Executive is hereby hired and employed by the Company as
its Co-Chief Executive Officer. Working in conjunction with the Company's
President, Xxxxxx X. XxXxxxx, who serves as the Company's other Co-Chief
Executive Officer, Executive and XxXxxxx shall together perform the duties and
accept the responsibilities typical for the chief executive of an emerging
technology service company and Executive shall devote his efforts to rendering
services to the Company in such capacity. Executive shall not be required
without his consent to undertake responsibilities not commensurate with his
position.
3. EXCLUSIVITY. Executive is transitioning himself from a full-time to a
part-time medical practice while assuming the within-described part-time
employment with the Company. Accordingly, during the term hereof, Executive
shall devote such of his time to the business of the Company as he is able and
is reasonably required. The parties contemplate the devotion by Executive to the
Company to average between eight (8) and twenty (20) hours per week.
4. COMPENSATION OF EXECUTIVE.
(a) BASE SALARY. Executive shall be entitled to receive from the
Company a base salary ("Base Salary") of one hundred five thousand dollars
($105,000), payable in accordance with the normal payroll scheduling practices
of the Company.
(b) BONUS. Upon execution of this Agreement, the Company shall issue to
Executive one hundred thousand (100,000) shares of the Company's common stock as
a signing bonus, which shares shall have "piggyback" registration rights no more
restrictive than those granted to any other officer of the Company.
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(c) STOCK OPTION. Upon execution of this Agreement, Executive shall be
granted a non-statutory stock option to acquire five hundred thousand (500,000)
shares of the Company's common stock at an exercise price of three dollars
($3.00) per share, exercisable at any time through December 31, 2005.
5. REIMBURSEMENT OF EXECUTIVE EXPENSES. In the course of his employment
Executive shall be expected to incur various business expenses customarily
incurred by persons holding like positions, including, but not limited to,
traveling, entertainment and similar expenses, for the benefit of the Company.
Subject to the Company's policy regarding the reimbursement of such expenses,
the Company shall reimburse Executive for such expenses from time to time, at
Executive's request, and Executive shall account to the Company for such
expenses.
6. TERMINATION BY THE COMPANY.
(a) The Company shall have the right to terminate this Agreement under
the following circumstances:
(i) Upon the death of Executive;
(ii) Upon notice from the Company to Executive in the event of
an illness or other disability which has incapacitated him from performing a
material portion of his duties for twelve (12) consecutive weeks as determined
in good faith by the Board; or
(iii) For "good cause" upon notice from the Company.
Termination by the Company of Executive's employment for "good cause" shall be
limited to the following circumstances:
(A) Executive is convicted of, pleads guilty to or
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pleads NOLO CONTENDERE to a felony crime involving moral turpitude;
(B) Executive is found guilty of or pleads no contest
to fraud, conversion, embezzlement, falsifying records or reports or a similar
crime involving the Company's property;
(C) Executive willfully breaches this Agreement in a
material way, which breach remains uncured thirty (30) days after written notice
thereof shall have been sent to Executive;
(D) The voluntary resignation by Executive as an
employee of the Company (except pursuant to Section 7); or
(E) Insubordination or incompetence, as reasonably
determined by the Board after Executive has had the opportunity to address the
Board with respect to the matter.
(b) If this Agreement is terminated pursuant to Section 6(a) above,
Executive's rights and the Company's obligations hereunder shall forthwith
terminate except as expressly provided in this Agreement.
(c) If this Agreement is terminated pursuant to Section 6(a)(i) or (ii)
hereof, Executive or his estate shall be entitled to receive a cash payment
equal to the unpaid portion of Executive's Base Salary hereunder, payable within
thirty (30) days of the date of such termination. The Company may purchase
insurance to cover all or any part of its obligations set forth in this Section
6(c), and Executive agrees to take a physical examination to facilitate the
obtaining of such insurance. However, death and disability benefits are not
conditioned upon the Executive's insurability or the Company's obtaining
insurance.
(d) Whenever compensation is payable to Executive hereunder during a
time when he is partially or totally disabled and such disability (except for
the provisions hereof) would entitle him to disability income or to salary
continuation payments from the Company according to the terms of any plan now or
hereafter provided by the Company or according to any Company policy in effect
at the time of such disability, the compensation payable to him hereunder shall
be inclusive of any disability income or salary continuation and shall not be in
addition thereto. If disability income is payable directly to Executive by an
insurance company under an insurance policy paid for by the Company, the amounts
paid to him by said insurance company shall be considered to be part of the
payments to be made by the Company to him pursuant to this Section, and shall
not be in addition thereto.
7. TERMINATION BY EXECUTIVE. Executive shall have the right to terminate his
employment under this Agreement upon thirty (30) days' notice to the Company
given within sixty (60) days following the occurrence of any of the following
events:
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(a) Executive is not appointed or retained as Co-Chief Executive
Officer of the Company; or
(b) The Company materially reduces Executive's duties and
responsibilities hereunder. Executive's duties and responsibilities shall not
be deemed materially reduced for purposes hereof solely by virtue of the fact
that the Company is (or substantially all of its assets are) sold to, or is
combined with, another entity.
8. CONSEQUENCES OF BREACH BY THE COMPANY.
(a) If this Agreement is terminated pursuant to Section 7 hereof, or if
the Company shall terminate Executive's employment under this Agreement for any
reason other than as set forth in Section 6(a), Executive shall receive a cash
payment equal to the unpaid portion of Executive's Base Salary hereunder,
payable within thirty (30) days of the date of such termination.
(b) If any benefit under the preceding subsection is finally determined
by the Internal Revenue Service to be an "Excess Parachute Payment" under
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the
Company shall pay Executive an additional amount such that (x) the excess of
all Excess Parachute Payments (including payments under this sentence) over the
sum of excise tax thereon under Section 4999 of the Code and income tax thereon
under Subtitle A of the Code and under applicable state law is equal to (y) the
excess of all Excess Parachute Payments (excluding payments under this
sentence) over income tax thereon under Subtitle A of the Code and under
applicable state law.
9. REMEDIES. The Company recognizes that because of Executive's special talents
and stature, in the event of termination by the Company hereunder (except under
Section 6(a)), or in the event of termination by Executive under Section 7,
before the end of the agreed term, the Company acknowledges and agrees that the
provisions of this Agreement regarding further payments of Base Salary
constitute fair and reasonable provisions for the consequences of such
termination, do not constitute a penalty, and such payments and benefits shall
not be limited to or reduced by amounts Executive might earn or be able to earn
from any other employment or ventures during the remainder of the agreed term of
this Agreement.
10. COVENANT NOT TO COMPETE; DISCLOSURE OF INFORMATION. Executive agrees to
receive confidential and proprietary information of the Company in strict
confidence, and not to disclose such information to others except as authorized
in writing by the President of the Company or as required by law. Confidential
and proprietary information shall mean information not generally known to the
public that is created by or disclosed to Executive as a consequence of his
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employment by the Company. Additionally, for a two (2) year period following the
termination pursuant to Section 6(a)(iii) or expiration hereof, Executive shall
not engage in any activities substantially similar to or in competition with the
business of the Company as conducted upon execution of this Agreement.
11. NOTICES AND DEMANDS. Any notice or demand which, by any provision of this
Agreement or any agreement, document or instrument executed pursuant hereto,
except as otherwise provided therein, is required or provided to be given shall
be deemed to have been sufficiently given or served for all purposes if sent by
certified or registered mail, postage and charges prepaid, to the following
addresses: if to the Company, Attention: Xxxxxx X. XxXxxxx, 0000 X.X. Xxxxxx
Xxxxxxx, Xxxxxx, Xxxxxxx 00000, or at any other address designated by the
Company to Executive in writing, and if to Executive, 00 X.X. Xxxxxx Xxxxx
Xxxxx, Xxxxxx, Xxxxxxx 00000, or at any other address designated by Executive to
the Company in writing.
12. SEVERABILITY. In case any covenant, condition, term or provision contained
in this Agreement shall be held to be invalid, illegal or unenforceable in any
respect, in whole or in part, by judgment, order or decree of any court or other
judicial tribunal of competent jurisdiction, from which judgment, order or
decree no further appeal or petition for review is available, the validity of
the remaining covenants, conditions, terms and provisions contained in this
Agreement, and the validity of the remaining part of any term or provision held
to be partially invalid, illegal or unenforceable, shall in no way be affected,
prejudiced or disturbed thereby.
13. WAIVER OR MODIFICATION. No waiver or modification of this Agreement or of
any covenant, condition or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith. Furthermore, no
evidence of any waiver or modification shall be offered or received in evidence
in any proceeding, arbitration or litigation between the parties arising out of
or affecting this Agreement, or the rights or obligations of any party
hereunder, unless such waiver or modification is in writing and duly executed as
aforesaid. The provisions of this Section may not be waived except as herein
set forth.
14. COMPLETE AGREEMENT. Except for the fulltime employment agreement referenced
in Section 1 above, this Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter of this Agreement and
supersedes any and all previous agreements between the parties, whether written
or oral, with respect to such subject matter.
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15. APPLICABLE LAW, BINDING EFFECT AND VENUE. This Agreement shall be construed
and regulated under and by the laws of the State of Florida, and shall inure to
the benefit of and be binding upon the parties hereto and their heirs, personal
representatives, successors and assigns. Venue for any action related to or
arising out of this Agreement shall lie in Xxxxxx County, Florida.
IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as
of the date first written above with the intent to be legally bound.
ULTRASTRIP SYSTEMS, INC.
By: /s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx, President
/s/ XXXXXX X. XXXXXXX
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XXXXXX X. XXXXXXX
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