EXHIBIT 10.6
OCUREST LABORATORIES, INC.
0000 XXX XXXXXXXXX * SUITE 800 * XXXX XXXXX XXXXXXX, XX 00000
Tel (000) 000-0000
Fax (000) 000-0000
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made as of the 1st day of
December, 1993 by and between Ocurest Laboratories, Inc., a Florida corporation
(hereinafter called the "Company") and Xxxx Xxxxxxx (hereinafter called the
("Employee").
WHEREAS, the Company believes it is in the Company's best interest to
employ the Employee, and the Employee desires to be employed by the Company; and
WHEREAS, the Company and the Employee, desire to set forth the terms
and conditions on which the Employee shall be employed by and provide his
services to the Company;
NOW, THEREFORE for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged the parties hereby agree as follows:
1. EMPLOYMENT: The Company hereby employs the Employee in its
business as Vice President--Finance & Investor Relations and the Employee hereby
accepts such employment, all upon the terms and conditions hereinafter set
forth.
2. TERM: Unless sooner terminated pursuant to the provisions of this
Agreement, the initial term of employment under this Agreement shall be for a
period of three years, commencing January 1, 1994 (the "Initial Term"). Such
period of employment shall be extended automatically for successive one-year
terms of employment after the Initial Term unless either the Company or the
Employee notifies the other in writing at least ninety (90) days prior to the
end of the current term that it or he will not renew such Employment Period for
another term, in which case such Employment Period will expire at the end of the
current term. Any such notice of termination shall be irrevocable unless
otherwise subsequently agreed upon in writing by the parties. All references
herein to the "Employment Period" shall refer to both the Initial Term and such
successive terms.
3. BASE SALARY: The Employee shall be entitled to receive a base
salary during the Employment Period at the rate of Thirty Three Thousand Dollars
($33,000) per annum starting January 1, 1994 (the "Base Salary"); provided,
however, the Base Salary shall be increased to Fifty Five Thousand Dollars
($55,000) per annum in
the month Ocurest shipments commence in any portion of the State of Florida and
Sixty Six Thousand Dollars ($66,000) in the seventh month following the start of
Ocurest shipments in the designated Florida area. Such salary shall be payable
in accordance with the normal payroll policies of the Company, and shall be
subject to all appropriate withholding taxes; provided, however, such salary
shall be payable no less frequently than monthly and no later than the fifteenth
(15th) day of each such month. The annual salary set forth in this Paragraph
shall be subject to review and upward adjustment from time to time, at the sole
discretion of the Company. An adjustment to the amount of Base Salary, if any,
shall not otherwise be deemed a modification, amendment or waiver of this
Agreement except as to the Base Salary amount.
4. INCENTIVE COMPENSATION: In addition to the Base Salary, the
Employee shall be eligible to receive incentive compensation pursuant to an
incentive compensation plan to be established by the Company on terms
satisfactory to and approved by the Board of Directors at its discretion.
5. DUTIES: During the Employment Period the Employee shall report to
the Executive Vice President of the Company and shall furnish all manner of
services in connection with his position as Vice President--Finance & Investor
Relations as would be expected from a person holding a similar position in a
similar Company. The Employee shall have direct responsibility for managing the
Company's financial affairs and investor relations, in addition to other
administrative duties that may be assigned the Employee from time to time. The
Employee shall devote his full time, energy and skill to the service of the
Company and the promotion of its interests, and shall use his best efforts in
the performance of his services hereunder.
6. CONFIDENTIALITY: In the course of the Employee's employment
hereafter, the Company may disclose or make known to the Employee, and the
Employee may be given access to or may become acquainted with, including
confidential information, trade secrets or both, including but not limited to
marketing techniques, pricing, customer lists and information relating to
potential customers (collectively "Information"), as well as financial records,
document, reports, correspondence, lists, other written records, and the like
relating to the foregoing (collectively, the "Materials"). During the Employment
Period and at all times thereafter, the Employee shall not in any manner,
directly or indirectly, divulge, disclose or communicate to any person or firm,
except to or for the Company's benefit, any of the information or Materials
which he may have acquired in the course of his employment by the Company.
Promptly upon termination of the Employment Period, or otherwise upon request of
the Company, the Materials and all copies thereof in the custody or control of
the Employee shall be delivered to the Executive Vice President or his designee.
-2-
7. DEATH OR INCAPACITY: In the event of the permanent incapacity of
the Employee, defined as ninety (90) days continuous incapacity or one hundred
twenty (120) days of intermittent incapacity in any twelve (12) month period, as
determined by the Company at its sole discretion, or the death of the Employee
during the Employment Period, the Employee's employment hereunder shall
terminate immediately upon such death or determination of incapacity. The
Company shall thereupon be obliged to pay to the Employee or the Employee's
estate all Base Salary amounts owed to the Employee which have accrued until the
date of such death or determination of incapacity plus six months of the
Employee's Base Salary. All such amounts shall be payable in accordance with the
normal payroll policies of the Company.
8. TERMINATION: The Company shall be entitled to terminate the
employment of the Employee for "just cause" or without cause. The Employee shall
be entitled to terminate his employment for any reason. For purposes of this
Agreement, "just cause" is herein defined as any conduct by the Employee
involving the commission of any criminal act, act of moral turpitude, any
fraudulent or dishonest act in connection with is employment with the Company,
or a material breach of any provision of this Agreement.
Any termination of the Employment Period other than by death,
determination of permanent disability or just cause shall require no less than
thirty (30) days prior written notice from the party requesting termination to
the other. In the event of termination of the employment of the Employee by the
Employee or by the Company for just cause, the Employee shall not be entitled
to any severance pay and shall only be paid the Base Salary amounts accrued
through the date of termination. In the event of termination of the employment
of the Employee without cause by the Company, the Employee shall be entitled to
Base Salary amounts accrued through the date of termination plus severance pay
equal to the greater of: (i) one year's Base Salary or (ii) the balance of the
Base Salary which, but for termination, would have been payable over the
remainder of the Initial Term (the "Severance Pay"). The Severance Pay shall be
due and payable in one (1) lump sum within (30) days of the date of termination.
9. SURVIVAL: Notwithstanding anything to the contrary herein, the
provisions of paragraphs 6 and 10-14 shall survive and remain in effect in
accordance with their respective terms in the event the Agreement or any portion
hereof or the Employment Period is terminated.
10. VENUE AND GOVERNING LAW: Venue for all proceedings shall be in any
court of competent jurisdiction in Palo Beach County, Florida. This Agreement
and all transactions contemplated by this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Florida
without regard to principles of conflicts of laws.
-3-
11. AMENDMENTS: The provisions of this Agreement may be amended or
otherwise modified only with and by the written mutual consent of both parties.
12. BINDING EFFECT: All of the terms and provisions of this Agreement,
whether so expressed or not, shall be binding upon, inure to the benefit of, and
be enforceable by the parties and their respective administrators, executors,
legal representatives, heirs, and successors.
13. SPECIFIC PERFORMANCE: The Employee acknowledges that the services
to be rendered by the Employee hereunder are extraordinary and unique and are
vital to the success of the Company, and that damages at law would be an
inadequate remedy for any breach or threatened breach of this Agreement by the
Employee. Therefore, in the event of a breach or threatened breach by the
Employee of any provision of this Agreement, then the Company shall be entitled,
in addition to all other rights or remedies, to injunctions restraining such
breach, without being required to show any actual damage or to post any bond or
other security.
14. ENTIRE AGREEMENT: This Agreement represents the entire agreement
and understanding among the parties with respect to the subject matter hereof,
and supersedes a similar agreement dated June 1, 1993 and all other
negotiations, understandings and representations (if any) made by and among such
parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written.
OCUREST LABORATORIES,, INC.
BY: /s/ XXXXXX X. VIMMEL, JR.
-------------------------
Xxxxxx X. Vimmel, Jr.
Title: PRESIDENT
/s/ XXXX XXXXXXXX
-----------------
Xxxx Xxxxxxxx
-4-
