EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and
effective as of Nov. 14th 1997 between RESIDENTIAL FINANCIAL SERVICES, INC.
(the "Corporation"), and XXXXX XXXXXX an individual ("Xx. Xxxxxx")
WHEREAS, The Corporation desires to retain the services of Xx.
Xxxxxx as set forth herein, Whereas the parties agree as follows:
1. Employment. Corporation hereby employs Xx. Xxxxxx and Xx. Xxxxxx
accepts such employment on the terms and conditions set forth herein.
1.1 Xx. Xxxxxx covenants to perform in good faith his employment
duties as outlined herein, devote a substantial part of his business time,
energies and abilities to the proper and efficient management of the business
of the Corporation, and for its benefit. It is understood that Xx. Xxxxxx is
involved in other businesses including the practice of Law and devotes time and
attention to the said matters.
1.2 Xx. Xxxxxx shall not, without the prior written consent of
the Corporation, directly or indirectly, during the term of this agreement and
for a period of five (5) years after termination of this agreement: (i) render
services of business, professional or commercial nature to any other person or
entity, whether for compensation or otherwise, similar or relating to the
business of the Corporation, or (ii) engage in any activity competitive with or
adverse to the Corporation's business or welfare, whether alone, as a partner
or member, or as an officer, director, employee or 1% or greater shareholder of
a corporation. It is understood and agreed that Xx. Xxxxxx may render services
in connection with the practice of Law. In regard to the business of the
Corporation, Xx. Xxxxxx will grant right of first refusal to the Corp. to meet
the terms and conditions thereof before offering or concluding a transaction
with
a third party.
2. Term of Employment. Subject to the provisions set forth herein,
the term of Xx. Xxxxxx'x employment hereunder shall continue for five (5)
years.
3. Duties. Xx. Xxxxxx shall be employed as Vice-President and
perform all duties as may be assigned by the Board of Directors.
The Corporation will assist Xx. Xxxxxx in performance of his
duties through employment of appropriate staff of employees and professionals
and employment of sufficient working capital to reach the Corporation's
business objectives.
4. Compensation. For all services he may render to the Corporation
during the term of this Agreement, Xx. Xxxxxx shall receive the following
compensation:
4.1 Xx. Xxxxxx shall receive a salary at the rate of $ 45,000.00
per year payable in 52 equal weekly payments. Salaries may be increased
annually by 5% upon approval of the Board of Directors.
4.2 Xx. Xxxxxx shall receive a 5% cash bonus on all Residential
Financial Services, Inc. pretax income as per the certified year end financial
statement.
4.3 Xx. Xxxxxx shall continue to act as broker or co-broker for
the company as if he were any other commissioned employee and will be entitled
to commissions in accordance with the company payment policy.
5. Benefits. During the term of this Agreement, Xx. Xxxxxx shall be
entitled to the following executive benefits:
5.1 Xx. Xxxxxx shall be entitled to two weeks vacation time per
year without reduction in salary.
5.2 Xx. Xxxxxx shall be entitled to receive health insurance and
reasonable business expenses generally available to members of management.
6. Termination The employment of Xx. Xxxxxx may be terminated at
any
time by:
6.1 Mutual agreement; or
6.2 Action of the Board of Directors, on thirty (30) days' prior
written notice, in the event of illness or disability of Xx. Xxxxxx resulting
in failure to discharge his duties under this Agreement for ninety or more
consecutive days or for a total of one hundred eighty or more days in a period
of twelve consecutive months, or
6.3 Action of the Board of Directors, if it shall be established
that Xx. Xxxxxx is in material default in the performance of his obligations,
services or duties hereunder (other than for illness or incapacity) or has
materially breached any provision of this Agreement and any such default or
breach has continued for twenty (20) days after written notice of such
non-performance or breach. Termination of employment under this sub-paragraph
shall not be utilized except for a material default or breach which has
resulted in a material damage to the Corporation.
7. Indemnification.
The Corporation shall indemnify Xx. Xxxxxx against expenses
(including attorneys' fees and costs of investigation), judgements, fines, and
amounts paid in settlement actually and reasonably incurred by Xx. Xxxxxx in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, derivative, investigative, or
administrative by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation or an affiliate of the Corporation or a
participant in another corporation, partnership or other enterprise at the
request of the Corporation if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of the Corporation or
such other entity, and with respect to any criminal action or proceeding, had
no reasonable cause to believe that his conduct was unlawful. The Corporation
shall pay the foregoing
expenses as incurred and Xx. Xxxxxx shall repay any such amounts upon the final
determination that he was not entitled to such indemnification, such
determination to be by a court of competent jurisdiction.
8. Miscellaneous.
8.1 The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver of any such provision, nor prevent
such party thereafter from enforcing such provision or any other provision of
this Agreement. The rights granted both parties herein are cumulative and the
election of one shall not constitute a waiver of such party's right to assert
all other legal remedies available under the circumstances.
8.2 Any notice to be given to the Corporation under the terms of
this Agreement shall be addressed to the Corporation, at the address of its
principal place of business, and any notice to be given to Xx. Xxxxxx shall be
addressed to him at his home address last shown on the records of the
Corporation, or such other address as either party may hereafter designate in
writing to the other. Any notice shall be deemed duly given when mailed by
registered or certified mail, postage prepaid, as provided herein.
8.3 The provisions of the Agreement are severable, and if any
provision of this Agreement shall be held invalid or otherwise unenforceable,
in whole or in part, the remainder of the provisions, or enforceable parts
thereof, shall not be affected thereby.
8.4 The rights and obligations of the Corporation under this
Agreement shall inure to the benefit of and be binding upon the successors and
assignees of the Corporation.
8.5 This Agreement supersedes all prior agreements and
understandings between the parties hereto, oral or written, and may not be
notified or
terminated orally. No modification, termination or attempted waiver shall be
valid unless in writing, signed by the party against whom such modification,
termination, or waiver is sought to be enforced.
8.6 The parties further specifically agree that any action sought
to enforce any of the terms and conditions of this agreement or to remedy any
default thereof shall be brought in the appropriate court in Dade County,
Florida. The parties specifically agree that appropriate courts in Dade County,
Florida constitute the proper venue to bring such action.
8.7 The parties agree that in the event it is necessary to enforce
any of the terms and conditions of this contract or to bring an action based
upon a default of this agreement that the prevailing party will be entitled to
seek and recover all reasonable attorney's fees incurred therein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
XXXXX XXXXXX RESIDENTIAL FINANCIAL SERVICES INC
By /s/ Xxxxx Xxxxxx By /s/ Xxxxx Xxxxxxx
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