EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made this 17th of October, 1996, between GENISYS
RESERVATION SYSTEMS, INC., 0000 Xxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx 00000 (the
"Employer"), and XXXX X. XXXXX, residing at 000 Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx
Xxxxxx 00000 (the "Employee"). In consideration of the mutual covenants and
agreements set forth below, the parties agree as follows: ARTICLE I EMPLOYMENT
AND TERM OF AGREEMENT 1.01. The Employer hereby employs the Employee and the
Employee hereby accepts employment with the Employer upon the terms and
conditions hereinafter set forth. 1.02. The term of this Agreement shall
commence on the date first set forth above and shall continue indefinitely until
this Agreement is terminated in accordance with the terms and provisions hereof.
ARTICLE II DUTIES OF EMPLOYEE 2.01. The duties to be
performed by the Employee shall be determined from time to time by the Board of
Directors of the Employer. Nothing in this Agreement, however, shall be
construed to obligate the Employee to furnish ground transportation to or for
the benefit of the Employer. 2.02. The Employer shall have the right at any time
during the term of this Agreement to assign the Employee to perform duties which
are different from the duties originally assigned to the Employee pursuant to
Section 2.01 hereof. 2.03. If at any time during the term of this Agreement the
Employee should be unable because of personal injury, illness, or any other
cause to perform his duties under this Agreement, the Employer may assign the
Employee to other duties, and the compensation to be paid to the Employee for
performing those other duties shall be determined by the Employer in its sole
discretion. If the Employee is unwilling to accept the modification in duties
and compensation made by the Employer, this Agreement shall terminate
immediately. ARTICLE III COMPENSATION AND INCENTIVE BONUS 3.01. As compensation
for services rendered pursuant to this Agreement, the Employee shall be entitled
to receive from the Employer a salary of (i) $50,000 per annum commencing on the
date first set forth above and continuing through and including December 31,
1996, and (ii) $80,000 per annum commencing on January 1, 1997. Thereafter, the
Board of Directors of the Employer shall review the Employee's salary at least
annually with a view to increasing it if, in the sole judgment of the Board of
Directors, the earnings of the Employer or the services of the Employee merit
such an increase. Said salary shall be payable in equal weekly installments,
pro-rated for any partial employment period. There shall be no additional
compensation for overtime work. 3.02. As additional compensation for services
rendered under this Agreement, the Employee may receive from the Employer, in
any year in which the Employer has net profits an incentive bonus to be
determined in the sole discretion of the Board of Directors of the Employer. In
determining the amount, if any, of the incentive bonus for the Employee, the
Employer shall take into account the following factors: a. The Employee's gross
salary, b. The salaries of comparable employees in other similar businesses, c.
The Employer's gross sales, d. The Employer's gross profits, e. Whether the
Employer has or will pay dividends on its common stock, f. The Employee's
experience in his job, g. The Employee's abilities, h. The time which the
Employee has devoted to providing services pursuant to this Agreement, and i.
Any other similar factors pertinent to the amount and size of the incentive
bonus. If the Employer will be paying an incentive bonus to the Employee
pursuant to this Section 3.02, the Employer shall pay such bonus to the Employee
within ten days after the receipt by the Employer of the annual audit conducted
by its accountants of the preceding fiscal year of the Employer. The Employee
understands that the Employer will allocate no more than 20% of the audited
pre-income tax profits for the payment of all bonuses for all employees and
consultants, and that bonuses will be paid only out of available funds without
impairing the ability of the Employer to meet all other obligations, including
the payment of bonds, notes, loans and other obligations. For any fiscal year in
which the Employee has not worked for a full twelve (12) months, the Employer
may, at the Employer's discretion, adjust accordingly the incentive bonus to be
paid in accordance with this Section 3.02. As used herein, net profits shall be
determined as the net income from operations after expenses but before taxes as
determined according to generally accepted accounting principles and in
conformity with the prior accounting practices of the Employer. ARTICLE IV
EMPLOYEE BENEFITS AND BONUSES 4.01. The Employer agrees to immediately include
the Employee in the hospital, surgical, and medical benefit plan adopted by the
Employer on or about March 1, 1995, so long as the Employee continues to be
eligible for such coverage in accordance with the rules and regulations adopted
by the insurance company. 4.02. The Employee shall be entitled to an annual
vacation leave of four weeks per year at full pay. The vacation period may be
increased or decreased by the Employer from time to time. The time for vacation
shall be selected by the Employee and approved by the Employer. Any unused
vacation time may be accrued and carried forward from year to year. In lieu of
the vacation leave specified above, the Employee may elect to received payment
for the whole or portion of the vacation to which he is entitled, the vacation
time to be valued at the amount of salary earned by the Employee during an
equivalent period of time. 4.03. The Employee shall be entitled to the following
holidays with full pay: January 1 (New Year's Day), third Monday in February
(President's Day), Last Monday in May (Memorial Day), July 4 (Independence Day),
first Monday in September (Labor Day), fourth Thursday in November (Thanksgiving
Day), December 25 (Christmas). 4.04. The Employee shall be entitled to five days
per year as sick leave with full pay. Such sick leave may not be accumulated and
may not be carried forward from year to year. ARTICLE V REIMBURSEMENT OF
EXPENSES 5.01. Subject to the provisions of Section 5.02 hereof, the Employer
shall reimburse the Employee for ordinary and necessary business expenses
incurred in the performance of his duties pursuant to this Agreement. 5.02. The
Employer is authorized to incur reasonable business expenses for promoting the
business of the Employer, including expenditures for entertainment and travel.
The Employer will reimburse the Employee from time to time for all business
expenses provided that the Employee presents to the Employer documentary
evidence (such as receipts or paid bills), stating sufficient information to
establish the amount, date, place, essential character and deductibility for
each expenditure. 5.03. In the event that the Employee is transferred by the
Employer to a new principal place of work during the term of this Agreement, the
Employer shall reimburse the Employee for all reasonable moving and traveling
expenses incurred by the Employee as a result of such transfer.
ARTICLE VI PROPERTY RIGHTS 6.01. During the term of this
Agreement, the Employee will have access to and become familiar with various
trade secrets consisting of, among other things, business plans and practices,
patents, devices, secret processes, compilations of information, records, and
specifications that are owned by the Employer and that are regularly used in the
operation of the business of the Employer. The Employee shall not disclose any
of these trade secrets, directly or indirectly, or use them in anyway, unless
authorized by the Board of Directors of the Employer. All files, records,
documents, drawings, specifications, equipment, and similar items relating to
the business of the Employer, whether prepared by the Employee or otherwise
coming into his possession, shall remain the exclusive property of the Employer
and shall not be removed from the premises of the Employer under any
circumstances whatsoever without the prior written consent of the Employer.
6.02. During the term of this Agreement, the Employee shall not, directly or
indirectly, either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the business of the Employer. During
the term of this Agreement and for the period of one year after the termination
of this Agreement, the Employee shall not, directly or indirectly, solicit for
employment or employ any employee of the Employer regardless of whether the
employee is employed on the date of this Agreement or at any other time during
the term of this Agreement. 6.03. The Employee hereby acknowledges and agrees
that it is important to the Employer that its goodwill be protected, maintained
and increased. Accordingly, the Employee covenants and agrees as follows: Upon
the termination of this Agreement, whether for cause or otherwise, the Employee
shall not directly or indirectly enter into or engage generally in competition
with the Employer, whether as an individual on his own or as a partner or joint
venturer, or as an employee or agent for any person, or as an officer, director,
or shareholder or otherwise, for period of one year after the date of
termination of this Agreement. This covenant on the part of the Employee shall
be construed as an agreement independent of any other provision of this
Agreement; and the existence of any claim or cause of action of the Employee
against the Employer, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Employer of this covenant.
6.04. The Employee acknowledges that he has read and understood the provisions
of this Article, and that its provisions will not impose an undue hardship upon
him. The Employee further acknowledges that due to the fact that the Employer's
operations are or will be worldwide in scope, the post-termination restraints
set forth herein will apply worldwide.
ARTICLE VII
TERMINATION 7.01. If the Employee willfully breaches or habitually neglects his
duties under this Agreement, the Employer may, at its option, elect to terminate
this Agreement by causing a notice to be mailed to the Employee at his last
known address stating the cause or causes of the termination and giving the
Employee a period of fifteen days to cure the default resulting from such cause
or causes. If at the end of the aforesaid fifteen day period the Employee has
not cured the default resulting from such cause or causes, the Employer may
terminate this Agreement immediately by mailing written notice to such effect to
the Employee at his last known address and thereupon this Agreement shall
immediately terminate, become null and void and be of no further force or
effect. The remedy set forth in this Section 7.01 shall be without prejudice to
any other remedy to which the Employer may be entitled at law, in equity, or
under this Agreement. 7.02. This Agreement may be terminated at any time by
either party at its option upon the giving of thirty days' prior written notice
of termination to the other party. Termination of this Agreement pursuant to
this Section 7.02 shall not prejudice any other remedy that the Employer may
have at law, in equity or under this Agreement. 7.03. This Agreement may be
terminated immediately by either party at its option and without prejudice to
any other remedy available at law, in equity, or under this Agreement by giving
written notice of termination to the other party if the Employer: (1) has a
receiver of its assets or property appointed because of insolvency; or (2) makes
a general assignment for the benefit of creditors; or (3) files a petition for
bankruptcy under any chapter of the United States Bankruptcy Code. 7.04. In the
event of the termination of this Agreement, the Employee shall be entitled to
the compensation earned prior to the date of termination as provided for in this
Agreement, computed pro rata up to and including the date of termination of this
Agreement. 7.05. In the event of a breach of this Agreement by either the
Employer or the Employee resulting in damages to the other party, the
non-breaching party may recover from the party breaching the Agreement any and
all damages that may be sustained. ARTICLE VIII GENERAL PROVISIONS 8.01. Any
notices to be given under this Agreement by either party to the other may be
effected by personal delivery in writing or by mail, registered or certified,
postage prepaid with return receipt requested. Mailed notices shall be addressed
to the parties at the addresses appearing in the introductory paragraph of this
Agreement, but each party may adopt a new address by notifying the other party
in writing. Notices posted by mail shall be deemed received as of three days
after mailing. 8.02. This Agreement supersedes any and all other agreements,
either oral or in writing, between the parties with respect to the employment of
the Employee by the Employer and this Agreement contains all of the covenants
and agreements between the parties with respect to the subject matter hereof.
8.03. This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey. 8.04. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief that may be proper. 8.05. If the
Employee dies prior to the termination of this Agreement, any moneys that may be
due him from the Employer under this Agreement as of the date of the death shall
be paid to the executor, administrator, or other personal representative of the
Employee's estate.
GENISYS RESERVATION SYSTEMS, INC.
By:____________________________________
Title:
_______________________________________
XXXX X. XXXXX
