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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (the Agreement) is made by and among Summit Brokerage
Services, Inc., (the Company) its subsidiaries, and any successor company,
currently at 00 Xxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 and Xxxxxxx Xxxxxx (Xxxxxx)
currently having an address at 000 Xxxxxxxx Xxxx, Xxxxxxxxx Xxxxx, XX 00000.
WITNESSETH
WHEREAS, the Company and Xxxxxx wish to set forth the terms and conditions upon
which Xxxxxx shall hereinafter be employed by the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other goods and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. TERM. Xxxxxx has been, and shall be, employed by the Company
for the period of January 1, 1998 through December 31, 2001,
unless sooner terminated in accordance with the terms of this
Agreement (such period referred to as the Term). There will be
two consecutive optional two-year terms. Each optional year
will need the approval of the Company and Xxxxxx. This
Agreement is conditioned upon the change of control of Summit
Brokerage Services, Inc.
2. POSITIONS. During the Term, Xxxxxx shall serve as the Chief
Executive Officer of Summit Brokerage Services, Inc. and shall
perform such duties as shall be delegated to him by the Board
of Directors of that company. Xxxxxx will be responsible for
all aspects of the company, including the broker-dealer, all
insurance activities, registered investment advisor
activities, and related company activities. Any interference
with Xxxxxx in carrying out such duties by any other employee
or officer or Board member or combination thereof who/which
knowingly may cause Xxxxxx or the Company to in any way to
violate any securities, insurance or investment advisory
regulations , rules or laws shall be a breach of this contract
and shall cause immediate payment of any and all compensation
and stock options to Xxxxxx. After such payment, Xxxxxx shall
render a written resignation resigning all positions with any
and all affiliated companies of Summit Brokerage Services,
Inc. or its successors.
3. COMPENSATION. In the year 2000, Xxxxxx shall receive an annual
salary of $155,000. This salary will be increased in the
second year and each year thereafter
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by $5,000 annually. Xxxxxx shall receive perquisites as may be
directed by the Board of Directors.
4. EXPENSES. During the Term, Xxxxxx shall be entitled to prompt
reimbursement of all business expenses in accordance with the
Company's policy for such reimbursement. In the event of
relocation the company will pay all such relocation expenses
inclusive of any Realtor's fees in the sale of Xxxxxx'x
current residence plus all closing costs on the purchase of a
new residence. Additionally all interim housing expenses
between such relocation and the location in a new residence.
5. STOCK OPTIONS. On the date hereof the Company grants to Xxxxxx
320,000 options, exercisable for shares of the Company's
common stock. Options will be granted each year thereafter at
a rate of 100,000 shares annually. The exercise price for all
options shall be $2.50. Exercise of the options may be done on
a cashless basis through the company or through any securities
broker dealer.
6. VESTING OF OPTIONS. The above options shall vest as granted.
Should a change of control of the Company take place during
the term, all options will automatically be 100% vested and
thereby exercisable. The expiration date of each option shall
be five years after the later of the end of the term or
Xxxxxx'x last year of employment with the firm.
7. CHANGE OF CONTROL. In the event Xxxxxx is terminated in
connection with a "change in control" of the Company, Xxxxxx
shall receive a lump sum payment equal to one year of his
compensation as described in #3 above, (at the annual rate,
inclusive of all increases through the end of the Term,) and
all options which were granted as described in #5 above. A
change in control shall mean any sale, merger, transfer stock
exchange or acquisition of the Company, in which Xxxxxx'x
position is either terminated or changed.
8. BENEFIT PLANS. Xxxxxx shall be entitled to participate in the
Company's benefit plans in the same manner and subject to the
same terms and conditions as the other senior executives of
the company.
9. TERMINATION. (A) The Company may terminate this Agreement at
any time for "Cause." For purposes of this Agreement, "Cause"
shall mean the following (i) if Xxxxxx has persistently and
willfully failed to devote substantially all of his working
time to the operations of the Company, after specific notice
has been given to Xxxxxx of such alleged failure and a 20 day
opportunity has been given but nothing has been accomplished
to cure such failure (ii) if Xxxxxx is indicted of any
criminal offense involving a violation of any federal or state
securities laws, embezzlement, fraud, wrongful taking of
property involving the Company or any subsidiary or its
customers. All options and bonuses if payable will be placed
in
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escrow and be null and void if convicted (iii) violation or
breach of this Agreement not corrected within 20 days after
notice of same.
(a) In the event this Agreement shall be terminated by
the Company for any reason other than pursuant to
Section 9(a), Xxxxxx shall be entitled to receive all
payments and benefits to which he was entitled
pursuant to this Agreement to the end of the term or
one year whichever is shorter.
(b) Should Xxxxxx be terminated as per (a) above, he
agrees to not compete with or be engaged in the same
business as the Company for the remainder of the Term
with the exception that he will be allowed to become
registered with a securities firm and be insurance
licensed as per regulatory requirements.
(c) For a period of three years following termination
from the Company Xxxxxx will not recruit or allow to
join a firm Xxxxxx is associated with any employees
or Independent Contractors from the Company.
10. AUTHORITY: NO CONFLICT. Xxxxxx and the Company each represent
and warrant that (A) each has the full power and authority to
enter into this Agreement and to perform each of their
obligations hereunder, and (B) the execution, delivery and
performance by Xxxxxx and the Company of this Agreement will
neither (i) violate conflict with, or result in any breach of
any contract or other Agreement by Xxxxxx or the Company nor
(ii) violate any law, statute, or other requirement of any
government body.
11. MISCELLANEOUS. This Agreement (i) contains the entire
understanding of the parties with respect to the subject
matter hereof and supercedes all prior agreements of the
parties, written or oral, of any nature whatsoever, (ii) shall
be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and (iii) shall be
governed by the laws of the state of Florida, without giving
effect to the conflicts of law provisions thereof.
Accepted and agreed to by the undersigned on this 16th day of May, 2000.
SUMMIT BROKERAGE SERVICES, INC.
/s/ Xxxxxxx X. Xxxxxx /s/
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Xxxxxxx X. Xxxxxx, President Witness
/s/ Xxxxxxx Xxxxxx /s/
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Xxxxxxx Xxxxxx, Witness
Chairman and CEO
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