EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of
May 30, 2001 (the "Effective Date") by and between CTD HOLDINGS,
INC., a Florida corporation (the "Company"), and C.E. XXXX XXXXXXXX (the
"Employee").
RECITALS:
This Agreement is intended to provide for the employment of Employee by
the Company from and after the date hereof, all on the terms and conditions
herein set forth.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Employment.
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1.1. Subject to Section 3 below, the Company hereby employs Employee for a term
of one (1) years (the "Employment Term"), commencing on the Effective
Date, to serve as the President of the Company and to perform such services and
duties as are consistent with such position and as may be directed by the
Company's Board of Directors. Employee hereby accepts such employment. Employee
shall not engage in any venture or activity that materially interferes with
Employee's performance of his duties hereunder. The Employee agrees to be
present and to work such hours and at such times as are reasonably requested by
the Company. Employee's offices shall be located in Gainesville, Florida.
1.2. Employee may extend the term of this Agreement at the end of each elapsed
year by giving written notice of such extension not less than sixty (60) days
prior to the first anniversary of this Agreement and each anniversary thereafter
that the term of this Agreement is to be extended. Immediately following the
exercise this election to extend, the remaining term of this Agreement will be
one (1) years plus the period remaining in the year notice of the
extension is given.
2. Compensation and Benefits. During the Employment Term, the Company shall pay
Employee the compensation and other amounts set forth below.
2.1. Salary. The Company shall pay Employee an annual salary ("Salary") of
Thirty Thousand Dollars ($30,000.00). The Employee's salary shall be payable
bi-weekly according to the Company's regular payroll practices and subject to
such deductions as may be required by law.
2.2. Benefits. Employee shall receive: (i) the employee benefits and perquisites
provided by the Company to its executive officers from time-to-time, including
two (2) weeks' paid vacation during each calendar year; (ii) twenty (20) paid
time off days per year; and (iii) reimbursement for
reasonable and necessary out-of-pocket expenses incurred in the performance of
his duties hereunder, including, but not limited to, travel and entertainment
expenses (such expenses shall be reimbursed by the Company, from time to time,
upon presentation of appropriate receipts therefor).
2.3. The Company shall provide Employee health insurance of a type acceptable to
Employee, the premium for which shall not exceed $4,800.00 annually.
2.4. The parties acknowledge that this Agreement is a continuation of an ongoing
employment relationship and that in the course of such relationship, Employee
has accrued $100,000 of unpaid salary. As an inducement to enter into this
contract, and to continue Employee's employment by the Company, the Company
shall pay the accrued salary by the issuance of shares of the Company's common
stock at a rate of $0.125 per share reflecting the value of the common shares on
May 30, 2001. The Company agrees to register said common shares as soon as
practicable in accordance with state and federal securities laws.
3. Termination. The Employee's employment pursuant to this Agreement shall be
terminated by the first to occur of the following events.
3.1. The death of Employee.
3.2. The Complete Disability of Employee. "Complete Disability" as used herein
shall mean the inability of Employee, due to illness, accident or any other
physical or mental incapacity, to perform the services provided for in this
Agreement for an aggregate of 120 days within any period of twelve (12)
consecutive months during the term hereof.
3.3. The discharge of Employee by the Company for Cause. "Cause" as used herein
shall mean:
3.3.1. conviction of a felony or a crime involving moral turpitude;
3.3.2. acts of fraud by Employee against the Company or its affiliates, or in
connection with the performance of his duties hereunder, as determined by the
Company after investigation, notice of the charge to Employee and after allowing
Employee an opportunity to explain the conduct in question;
3.3.3. the Employee's willful and material failure or refusal to perform
Employee's duties and obligations under this Agreement, (a "Default"); provided,
however, that in the case of this subsection; termination for "Cause" shall
occur only if the Company has given written notice of the Default to Employee
and Employee has failed to cure the Default in question during a period of seven
(7) days after the date of Employee's receipt of such notice.
3.4. Upon any termination pursuant to Section 3.1, the Company shall be released
from all obligations hereunder (except for the obligation to pay any
compensation and benefits described in Section 2 hereof which are accrued and
unpaid as of the date of termination).
3.5. Employee shall not be required to pay any Company related expense for later
reimbursement by the Company. The Company will approve and pay Company related
expenses in advance.
4. Successors. This Agreement is personal to Employee and may not be assigned by
Employee. This Agreement is not assignable by the Company except in connection
with the sale of all or substantially all of the Company's assets or stock or
upon a merger or any similar transaction. Subject to the foregoing,
this Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns.
5. Miscellaneous.
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5.1. Modification and Waiver. Any term or condition of this Agreement may be
waived at any time by the party hereto that is entitled to the benefit thereof;
provided, however, that any such waiver shall be in writing and signed by the
waiving party, and no such waiver of any breach or default hereunder is to be
implied from the omission of the other party to take any action on account
thereof. A waiver on one occasion shall not be deemed to be a waiver of the same
or of any other breach on a future occasion. This Agreement may be modified or
amended only by a writing signed by both parties hereto.
5.2. Governing Law. This Agreement shall be construed in accordance with, and
all actions arising under or in connection therewith shall be governed by, the
internal laws of the State of Florida. The parties hereto agree that any claim
or dispute arising under or in connection with this Agreement shall be submitted
for adjudication exclusively in courts of Alachua County, Florida, and both
parties hereto expressly agrees to be bound by such selection of jurisdiction
and venue for purposes of such adjudication. In any action arising out of or in
connection with this agreement, the prevailing party shall be entitled to
recover its reasonable attorney's fees incurred.
5.3. Tax Withholding. The Company may withhold from any amounts payable under
this Agreement such taxes as shall be required to be withheld pursuant to any
applicable law or regulation.
5.4. Section Captions. Section and other captions contained in this Agreement
are for reference purposes only and are in no way intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or any
provision hereof.
5.5. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of this Agreement.
5.6. Integrated Agreement. This Agreement constitutes the entire understanding
and agreement among the parties hereto with respect to the subject matter
hereof, and supersedes any other employment agreements executed before the date
hereof. Except with respect to the Investment Agreement and the transactions
contemplated thereby, there are no agreements, understandings, restrictions,
representations, or warranties among the parties other than those set forth
herein or herein provided for.
5.7. Interpretation. No provision of this Agreement is to be interpreted for or
against any party because that party or that party's legal representative
drafted such provision. For purposes of this Agreement: "herein," "hereby,"
"hereunder," "herewith," "hereafter," and "hereinafter" refer to this Agreement
in its entirety, and not to any particular section or subsection. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same instrument.
5.8. Notices. All notices, requests, demands, or other communications required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given upon receipt if delivered in person or by Federal Express (or similar
overnight courier service) to the parties at the following addresses:
If to Employee: C.E. Xxxx Xxxxxxxx
0000 X.X. 00xx Xxxxxx, Xxxxx 0
Xxxxxxxxxxx, XX 00000-0000
If to the Company: CTD Holdings, Inc.
0000 X.X. 00xx Xxxxxx, Xxxxx 0
Xxxxxxxxxxx, XX 00000
5.9. Any party may change the address to which notices, requests, demands or
other communications to such party shall be delivered or mailed by giving notice
thereof to the other parties hereto in the manner provided herein. Any notice
may be given on behalf of a party by its counsel.
IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
as of the Effective Date.
COMPANY:
CTD HOLDINGS, INC.
By: /s/ C. E. "Xxxx" Xxxxxxxx
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Title: President/Chief Executive
Officer
EMPLOYEE:
/s/ C.E. Xxxx Xxxxxxxx
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C.E. XXXX XXXXXXXX
