EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement"), made and entered into effective as of
this 15th of April, 1996, is by and between Xxxxxxx X. Xxxxx (hereinafter
referred to as "XX. XXXXX") and CRYO-CELL International, Inc. (hereinafter
referred to as "CCEL").
RECITALS:
WHEREAS, CCEL is a corporation duly organized under the laws of the
State of Delaware and is presently in existence and in good standing; and
WHEREAS, XX. XXXXX is willing to be retained by CCEL, and CCEL is
willing to retain XX. XXXXX, on the terms, covenants, and conditions hereinafter
set forth; and
NOW, THEREFORE in consideration of the mutual covenants contained
herein and other good and valuable consideration of the parties hereby agree as
follows:
SECTION I
NATURE OF AND PLACE OF SERVICES
CCEL does hereby retain XX. XXXXX as its full time President and Chief
Operating Officer. XX. XXXXX will also be nominated to CCEL's Board of
Directors. XX. XXXXX does hereby accept and agree to such engagement. XX. XXXXX
shall perform all needed presidential duties as well as such other
administrative duties as are customarily performed by a president and chief
operating officer at CCEL's offices in Safety Harbor, Florida or any other site
selected by CCEL.
SECTION II
MANNER OF PERFORMANCE OF PRESENT/COO'S DUTIES
XX. XXXXX agrees that he will at all times faithfully, industriously,
and to the best of his ability, experience, and talent, perform all of the
duties that may be required of and from him, pursuant to the express and
implicit terms of this agreement, to the satisfaction of CCEL.
SECTION III
TERM OF CONTRACT
The term of this contract is four (4) years beginning from the date of
execution. XX. XXXXX may only be terminated for just cause. If XX. XXXXX is
terminated for just cause then CCEL shall have no further obligations of any
kind.
SECTION IV
PAYMENT
CCEL shall pay XX. XXXXX and Xx. XXXXX agrees to accept from CCEL, in
full payment for XX. XXXXX'x services under this agreement, compensation at the
rate of one hundred thousand dollars ($100,000.00) per year, payable bi-weekly
(which includes four weeks paid vacation). XX. XXXXX will receive a minimum
twenty-five thousand dollar ($25,000.00) per year increase in salary for each of
the remaining three (3) years of this agreement, taking effect on the
corresponding anniversary date. However, any increase over twenty-five thousand
dollars ($25,000.00) may only be authorized by the Compensation Committee as
appointed by the Chairman of the Board. CCEL shall reimburse XX. XXXXX for
health insurance coverage. If XX. XXXXX remains with his current insurer, then
CCEL will pay the insurance premiums. If Xx. XXXXX, however, does not remain
with his current insurer, then CCEL will obtain insurance coverage for XX.
XXXXX. Further, CCEL will reimburse XX. XXXXX for any reasonable business
expenses he incurs on behalf of CCEL, provided such expenses are ordinary and
reasonable.
SECTION V
OPTIONS
XX. XXXXX will be granted a fifty thousand (50,000) three (3) year
stock option for the purchase of CCEL common stock. The price to exercise this
stock option will be sixty percent (60%) of the price of the average between the
bid and the ask price of CCEL stock at that time. All shares purchased under the
option shall be subject to the SEC Rule 144 holding period.
SECTION VI
NONDISCLOSURE OF INFORMATION
CONCERNING BUSINESS
XX. XXXXX has executed CCEL's Non-Disclosure Agreement prior to
execution of this agreement and agrees to be bound by its terms. XX. XXXXX
specifically agrees that he will not at any time, in any fashion, form, or
manner, either directly or indirectly, divulge, disclose, or communicate (except
where disclosure is necessary for the advancement of CCEL) to any person, firm,
or corporation in any manner whatsoever, any proprietary/trade secret
information of any kind, nature or description concerning any matters affecting
or relating to the business of CCEL.
SECTION VII
COMMITMENTS BINDING ON EMPLOYER ONLY
ON WRITTEN CONSENT
XX. XXXXX shall be able to exercise his duties consistent with his role
as President. XX. XXXXX must receive prior written permission to do the
following: incur any expenditure over fifty thousand dollars ($50,000.00) on
behalf of CCEL; hire the company general accountants, general counsel, or any
employee whose annual salary is over fifty thousand dollars ($50,000.00); enter
into any borrowing of funds; raising of capital; the sale of any assets; or
engage in any other activity not normally exercised by a president or chief
operating officer.
SECTION VIII
CONTRACT TERMS TO BE EXCLUSIVE
This written agreement contains the sole and entire agreement between
the parties and shall supersede any and all other agreements between the
parties. The parties acknowledge and agree that neither of them has made any
representation with respect to the subject matter of this agreement or any
representations inducing the execution and delivery hereof except such
representations as are specifically set forth herein and each of the parties
hereto acknowledges that they have relied on their own judgment and advice of
their own counsel in entering into the same. The parties hereto further
acknowledge that any statements or representations that may have heretofore been
made by either of them to the other are void and of no effect and that neither
of them has relied thereon in connection with their dealings with the other.
SECTION IX
WAIVER OR MODIFICATION INEFFECTIVE
UNLESS IN WRITING
It is further agreed that 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 with it and that
no evidence of any waiver or modification shall be offered or received in
evidence in any proceeding, between the parties hereto arising out of or
affecting this agreement, or the rights or obligations of any party hereunder,
unless such waiver or modification is in writing, duly executed as aforesaid,
and the parties further agree that the provisions of this paragraph may not be
waived except as herein set forth.
SECTION X
STATE OF FLORIDA
The parties hereto agree that it is their intention and covenant that
this agreement, performance and proceedings hereunder be construed in accordance
with and under the laws of the State of Florida.
SECTION XI
SEVERABILITY
If any part, portion or term of this agreement is declared invalid or
unenforceable, all remaining parts, portions or terms shall remain in effect and
binding upon the parties.
SECTION XII
NON-COMPETE
XX. XXXXX agrees to keep all of his efforts hereunder and all
information supplied to him by CCEL as confidential. XX. XXXXX agrees that
during the term of this agreement and for two (2) years thereafter, he will not
by himself or on behalf of any other person, firm, partnership, or corporation
engage in the business now conducted by CCEL within the United States, Israel,
Ireland, England any other area where CCEL does business.
XX. XXXXX expressly agrees that during this contract he will not be
interested, directly or indirectly, in any form, fashion, or manner, as a
partner, officer, director, stockholder, advisor, employee, or in any other form
or capacity, in any other business similar to CCEL's business, provided,
however, that nothing herein contained shall be deemed to prevent or limit the
right of XX. XXXXX to invest any of his funds in the capital stock or other
securities of any corporation whose stock or securities are publicly owned or
are regularly traded on any public exchange.
SECTION XIII
ARBITRATION
Any and all disputes, breaches, or controversies of any nature arising
under this agreement shall be resolved through final and binding arbitration
before the American Arbitration Association in Date County, Florida.
IN WITNESS WHEREOF, this agreement has been executed by the parties on
the day and year first above written.
CRYO-CELL-Cell International, Inc. Xxxxxxx X. Xxxxx
By: s/ XXXXXX X. XXXXXXX s/ XXXXXXX X. XXXXX
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Xxxxxx X. Xxxxxxx, CEO Xxxxxxx X. Xxxxx
