EXHIBIT 10.37
EMPLOYMENT AGREEMENT
AGREEMENT dated as of March 25 1998 ("Commencement Date) by and between
CareAdvantage, Inc. ("Company") and Xxxxxx del Xxxxx ("Employee").
1. Employment. Company agrees to employ Employee, and Employee agrees to be so
employed, in the capacity of Senior Vice President for Marketing and Sales at
the Company's headquarters, and shall have the duties customary to such office
and such ancillary and other duties as the Executive Vice President shall
reasonably determine.
2. Time and Efforts. Employee shall diligently and conscientiously devote her
full and exclusive time and attention and best efforts in discharging her duties
as Senior Vice President for Marketing and Sales.
3. Compensation.
3.1 Salary. Commencing upon the Commencement Date, the Company shall pay
Employee compensation for her services at an annual rate of $160,000. This
amount shall be paid in bi-weekly installments. The Company shall deduct from
all compensation due the Employee applicable payroll taxes, withholding taxes
and other required amounts.
3.2 One-time Bonus. Upon Employee's commencement of employment with the
Company, the Company shall pay her a one-time bonus of $50,000. The Company
shall deduct from the amount of this bonus applicable payroll taxes, withholding
taxes and other required amounts. In the event (a) Employee terminates her
employment with the Company prior to the first anniversary of the Commencement
Date, and (b) at the time of her termination her efforts have not resulted in
new sales for the Company of at least $5 million with a Contribution Margin (as
defined herein) of at least $1.5 million, Employee shall repay the Company
$4,166 for each month (or major portion thereof) the date of her termination
precedes the anniversary of the Commencement Date.
3.3 Commissions. As additional compensation, the Company agrees to pay
Employee sales commissions with respect to new contracts resulting from the
Employee's sales efforts in an amount equal to three and one-half (3.5%) percent
of the Contribution Margin for the first year such contracts remain in effect.
"Contribution Margin" shall mean with respect to any contract the excess, if
any, of the revenue collected by the Company with respect to such contract over
the direct costs incurred by the Company with respect to such contract. (For
this purpose, direct costs shall be determined under generally accepted
accounting principles, consistently applied.) The Company shall pay commissions
due to the Employee monthly, with commissions on account of any month to be paid
the month following the month in which the Company collects revenues. The
Employee shall be entitled to commissions on any bonus received by the Company
on account of the first year of a contract, notwithstanding the Company's
receipt of such bonus after the first year of such contract. The Company shall
deduct from all commissions due the Employee applicable payroll taxes,
withholding taxes and other required amounts.
4. Bonus, Stock Options and Fringe Benefits. The Company shall provide the
Employee with the bonus, stock options and fringe benefits as described in
Exhibit A.
5. Expense Reimbursement. The Company shall reimburse Employee for all
reasonable and necessary expenses incurred in carrying out her duties under this
Agreement. Employee shall present to the Company from time to time an itemized
account of such expenses in any form required by the Company.
6. Term. Except as otherwise provided, this Agreement shall be for a one-year
term ending on the anniversary of the Commencement Date and shall renew for
successive one-year terms unless at least sixty (60) days prior to an
anniversary of the Commencement Date either party gives notice to the contrary.
7. Termination Without Cause.
(a) The Company may without cause terminate this Agreement at any time by
notifying the Employee of such termination. In that event, (i) Employee shall
receive salary in accordance with Section 3.1 for the term of this Agreement
that would have remained had the Company not terminated the Agreement without
cause (computed by assuming that the Company gives notice of non-renewal of the
Agreement pursuant to Section 6 on the date the Company notifies the Employee of
her termination); (ii) the Employee shall have no obligation to repay the
one-time bonus provided by Section 3.2; (iii) the Employee shall be entitled to
receive commissions provided by Section 3.3 on account of sales closed prior to
her termination; and (iv) Section 5.1 of the agreement entitled
"Confidentiality, Invention and Non-Compete Agreement" shall not apply after the
date of the Employee's termination.
(b) The Employee may without cause terminate this Agreement by giving
sixty (60) days' written notice to the Company. In such event, the Employee
shall continue to render her services and shall be paid salary and commissions
in accordance with Sections 3.1 and 3.3 respectively up to the date of
termination. Thereafter, (i) the Employee shall receive no salary under Section
3.1; (ii) the Employee shall be obligated to repay the Company an amount with
respect to the one-time bonus in accordance with Section 3.2; and (iii) the
Employee shall receive no commissions with respect to (A) revenues received for
the month in which the date of termination occurs or thereafter, or (B) bonuses
received for a period ending on or after the date of termination occurs.
8. Termination With Cause. The Company may for cause terminate this Agreement at
any time by notifying the Employee of such termination and the cause therefor,
which cause may include, but not be limited, to death and disability. In such
event, Section 7 shall not apply, and the Employee shall receive no salary under
Section 3.1 after the date of termination; and, in the event such termination is
for a reason other than death or disability, (i) the Employee shall be obligated
to repay the one-time bonus in accordance with Section 3.2; and (ii) the
Employee shall receive no commissions with respect to (A) revenues received for
the month in which the date of termination occurs or thereafter, or (B) bonuses
received for a period ending on or after the date of termination occurs.
9. Confidentiality, Invention and Non-Compete Agreement. Simultaneously with the
execution of this Agreement, the parties shall execute the agreement entitled
"Confidentiality, Invention and Non-Compete Agreement."
10. Notices. All notices required or permitted to be given under this Agreement
shall be given by certified mail, return receipt requested, to the parties at
the following addresses or to such other addresses as either may designate in
writing to the other party.
If to Company:
Executive Vice President
CareAdvantage, Inc.
000-X Xxxxx 0 Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
If to Employee:
00 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
2
11. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the state of New Jersey.
12. Amendments. This Agreement may be amended only in writing, signed by both
parties.
13. Non-Waiver. A delay or failure by either party to exercise a right under
this Agreement, or a partial or single exercise of that right, shall not
constitute a waiver of that or any other right.
14. Binding Effect. The provisions of this Agreement shall be binding upon and
inure to the benefit of both parties and their respective successors and
assigns.
IN WITNESS WHEREOF, Company has by its appropriate officers, signed and
affixed its seal and Employee has signed and sealed this Agreement.
CAREADVANTAGE, INC. XXXXXX DEL XXXXX
By: ____________________________ _______________________________
3
EXHIBIT A
BONUS, STOCK OPTIONS AND FRINGE BENEFITS
1. Bonus. The Employee shall participate in the Company's Management Bonus
Program, which provides that in the event Employee and the Company meet targets
specified by the Board of Directors (or an appropriate committee thereof), the
Employee shall be entitled to a bonus in such amount as the Board of Directors
(or an appropriate committee thereof) may determine in its sole discretion.
2. Stock Options. The Employee shall be granted stock options in the Company, in
such amounts and on such terms and conditions as the Company's Board of
Directors (or an appropriate committee thereof) may determine in its sole
discretion.
3. Fringe Benefits. The Employee shall be entitled to the following fringe
benefits:
(a) vacation leave in the amount of 20 days per year, accruing at the rate
of 1.67 days per month;
(b) other leave (sick leave, personal time, and holidays) in the amount
and on the same terms and conditions as provided to other employees of the
Company;
(c) medical insurance, life insurance, and participation in the Company's
401(k) plan on the same terms and conditions as these benefits are provided to
other employees of the Company;
(d) disability insurance (long- and short-term) on the same terms and
conditions as provided to senior management of the Company; and
(e) an allowance of $600 per month for the lease of an automobile.
4
