EMPLOYMENT AGREEMENT
BETWEEN
A SUBSIDIARY CORPORATION TO BE FORMED BY
THE XXXXX GROUP, INC.
AND
XXXXXX X. XXXXXX, XX.
AGREEMENT dated this 22 day of April, 1999, between a subsidiary corporation to
be formed by THE XXXXX GROUP, INC., a New Jersey corporation to be formed
(hereinafter the "Company") which will have its principal place of business at
00 Xxxxxx Xxxxx, Xxxxx, XX 00000, and Xxxxxx X. XxXxxx, Xx. (hereinafter the
"Employee").
WHEREAS, the Company desires to acquire the services of Employee because of his
special knowledge and skills; and,
NOW, THEREFORE, in consideration of the foregoing, ten dollars paid in hand, and
other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, the following is agreed:
1. DUTIES
------
The Company hereby employs Employee as a manager of the business which has been
conveyed this day to the Company, having powers and duties in that capacity as
set for the from time to time by the President of the Company. Employee shall
devote his full time and best efforts to the Business of the Company.
2. COMPENSATION
------------
As compensation for his services to the Company, in whatever capacity rendered,
the Company shall pay to Employee once every two weeks the sum of $1,731 as
gross salary. This salary shall be paid over the term of this Agreement which is
five years, with a 5% increase being made on each anniversary date of this
Agreement. This Agreement shall be renewed for one additional five year term
provided that all material terms of this Agreement are performed by Employee
provided that both mutually agree.
In addition, Employee shall be entitled to incentive payments as follows: 1)
cash equal to one percent (1%) of the gross profit (gross sales less discounts
less costs of goods sold) derived from house accounts defined as all current
accounts of Hardyston Distributor purchased today by the Company; 2) cash equal
to two percent (2%) of the gross profit on all new clients obtained during the
term of this agreement only on orders placed by each of said new clients for
twelve months following said each new client's first order where after said
account will become a house account; 3) stock or stock options equal in cash
value based upon the average of the bid and asked price on the day preceding the
date of issuance equal to one percent (1%) of gross profit on all supervised
accounts upon achieving in excess of one million dollars ($1,000,000) in total
revenue for a fiscal year; and, 4) stock or stock options equal in cash value
based upon the average of the bid and asked price on the day preceding the date
of issuance equal to one-half percent (0.5%) of the gross profit in excess of
two million dollars ($2,000,000) in total revenue for a fiscal year, so that the
total stock and stock option compensation under items 3) and 4) of this
paragraph 2 shall equal 1.5% of the gross profit on total revenue above said two
million dollars. ($2,000,000).
3. EXPENSES
--------
The Employee may incur reasonable expenses for promoting the business of the
Company, including expense for travel, entertainment and similar items. The
Company will reimburse the Employee for all such expenses upon the presentation
by the Employee, from time to time, of an itemized account justifying such
expenditures. Such reimbursement shall be provided within 30 working days of
such presentation by Employee. If the Company determines, in its sole
discretion, that this method allowing expenses is not in the best interest of
the Company, the Company may impose such other method, if any, for allowing such
expense, including elimination of the same.
4. NOTICE
------
Any notice required to be given pursuant to the provisions of this Agreement
shall be in writing and by registered mail, and mailed to the parties at the
following addresses:
COMPANY: 00 Xxxxxx Xxxxx
Xxxxx 000
Xxxxx, XX 00000
EMPLOYEE: 00-X Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
5. TERMINATION
-----------
This Agreement may be terminated in any one of the following manners:
1. The death of Employee
2. The failure of the company, as evidenced by
filing under the Bankruptcy Act for
liquidation, or the making of an assignment
for the benefit of creditors; or,
3. A material breach of the Assignment and Non-
Disclosure Agreement executed between the
Company and the Employee.
6. APPLICABLE LAW
--------------
This Agreement shall be governed by the laws of the State of New Jersey and
shall be enforceable only in the Superior Court of New Jersey for Bergen County.
If any provision of this Agreement is declared void, such provision shall be
deemed severed from this Agreement, which shall otherwise remain in full force
and effect.
7. BINDING EFFECT
--------------
This Agreement shall have binding effect upon the parties hereto, when approved
by the Board, and upon their respective personal representatives, legal
representatives, successors and assigns. Any waiver of any breach of this
Agreement shall be made in writing and shall be applicable only to such breach
and shall not be construed to waive any subsequent or prior breach other than
the specific breach so waived.
8. SUPERSEDES EARLIER AGREEMENTS
-----------------------------
This Agreement supersedes all earlier agreements between the Employee and the
Company with respect to Employee's employment by the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
written above.
THE XXXXX GROUP, INC.
/s/ Xxxxxx X. XxXxxx /s/ Xxxxxx Xxxxxxxxxxx, Xx.
----------------------- ---------------------------
Xxxxxx X. XxXxxx, Xx. Xxxxxx Xxxxxxxxxxx, Xx.
President
ADDENDUM No. 1
TO
EMPLOYMENT AGREEMENT
BETWEEN
HARDYSTON DISTRIBUTORS, INC
A SUBSIDIARY OF
THE XXXXX GROUP, INC.
AND
XXXXXX X. XXXXXX, XX.
ADDENDUM No. 1, dated May 15, 2000, to the AGREEMENT dated the 22 day of April,
1999, between Hardyston Distributors, Inc., a subsidiary corporation of THE
XXXXX GROUP, INC., a Delaware corporation (hereinafter the "Company") which will
have its principal place of business at 00 Xxxxxxx Xxxxx, Xxxx Xxxxxxxx, XX
00000, and Xxxxxx X. XxXxxx, Xx. (hereinafter the "Employee").
WHEREAS, the Company employs the services of Employee because of his special
knowledge and skills; and,
NOW, THEREFORE, in consideration of and hereby acknowledged, that the following
Addendum agreed:
1) COMPENSATION
For year one (1) of the Agreement, in lieu of Xx. XxXxxx'x incentive payments as
summarized below:
1) cash equal to one percent (1%) of the gross profit (gross sales less
discounts less costs of goods sold) derived from house accounts defined as
all current accounts of Hardyston Distributors purchased today by the
Company; 2) cash equal to two percent (2%) of the gross profit on all new
clients obtained during the term of this agreement only on orders placed by
each of said new clients for twelve months following said each new client's
first order where after said account will become a house account.
Xx. XxXxxx, Jr. has agreed to accept the following:
Xx. XxXxxx shall be entitled to options under the Company's Non-Statutory Option
Plan. The Employee shall be granted the option to purchase an aggregate of
100,000 shares of The Xxxxx Group, Inc. common stock, $0.001 par value per
share, at an exercise price of $0.05 per share. Upon signing this agreement, the
Company will file the appropriate registration statement and upon filing the
registration statement, Employee may exercise these options at any time within
the plan's limitations.
2) SUPERSEDES EARLIER AGREEMENTS
This Addendum No. 1 to the Agreement dated April 22, 1999 supersedes all earlier
agreements between the Employee and the Company with respect to Employee's
employment by the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
written above.
THE XXXXX GROUP, INC.
/s/ Xxxxxx X. XxXxxx, Xx. /s/ Xxxxxx Xxxxxxxxxxx, Xx.
-------------------------- ---------------------------
Xxxxxx X. XxXxxx, Xx. Xxxxxx Xxxxxxxxxxx, Xx.
President
