EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into this 30th day of Septmeber, 1998, by and between Chronicle
Communications, Inc. ( the "Corporation"), and Xxxxxxx X. XxXxxxxx.
The Corporation and Xx. XxXxxxxx are sometimes referred to
collectively as the "parties".
In consideration of the mutual promises and covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby
agree as follows:
1. Employment. The Corporation shall employ Xx. XxXxxxxx and
Xx. XxXxxxxx shall be employed by the Corporation, upon the terms and
conditions set forth in this Agreement.
2. Term. The term of this Agreement (the "Term") shall
commence September 30, 1998 and terminate on September 30, 1999,
subject to extension by mutual consent of the parties.
3. Positions, duties and location of employment. Xx. XxXxxxxx
is employed as the president of the Corporation. Xx. XxXxxxxx shall
devote all his business time to the furtherance of his duties with the
Corporation and responsibilities assigned to him with respect to the
Corporation's subsidiaries. Subject to the direction of the
Corporation's Chief Executive Officer and the board of directors, he
shall perform and discharge well and faithfully the duties which may
be assigned to him from time to time. While serving in this capacity,
he shall have the responsibilities, duties, obligations, rights,
benefits, and requisite authority as is reasonable and customary for
the position of president (taking into consideration the
organizational chart of the Corporation) and as may be reasonably
determined by Corporation's Chief Executive Officer and board of
directors.
4. Compensation. The Corporation shall pay Xx. XxXxxxxx a
salary of $75,000 per year with respect to the period beginning
October 1, 1998 payable in twelve equal monthly installments. Xx.
XxXxxxxx shall also be eligible for grant of stock options and
bonuses. The Corporation shall reimburse Xx. XxXxxxxx for reasonable
out-of-pocket expenses incurred for the benefit of the Corporation
pursuant to an approved budget. Reimbursement of expenses shall be
made only upon presentation of an itemized accounting conforming in
form and content to standards prescribed by the Internal Revenue
Service relative to the substantiation of the deductibility of
business expenses.
5. Corporate Data and Information. Upon the termination of Xx.
XxXxxxxx'x employment under this Agreement for any reason, he shall
return to the Corporation all data and information, whether written,
computer, magnetic, electronic, or in any other physical or tangible
form, relating to the business of the Corporation or any of its
subsidiaries or affiliates that he obtained during the time of his
employment.
6. Termination. If the Corporation terminates Xx. XxXxxxxx'x
employment for any reason, without cause or with cause not amounting
to criminal misconduct, then the Corporation shall pay Xx. XxXXxxxx'x
salary accrued and unpaid to the date of termination, and that same
salary for salary for a period of twenty-four months following the
termination; provided, that at Xx. XxXxxxxx'x election, the
Corporation shall discharge fully its obligation to Xx. XxXxxxxx for
the remaining term of this Agreement by delivering such shares of the
Corporation's common stock, free of any restrictions or limitations on
transfer, to Xx. XxXxxxxx as determined by dividing one-half of the
salary for such remaining term by the closing asked quotations for the
Corporation's common stock averaged over the five days prior to such
termination. Xx. XxXxxxxx shall have the right to terminate this
Agreement with or without default by the Corporation and in the event
of a default by the Corporation in any material provision of this
Agreement, other than non payment of accrued salary for which the
Corporation does not have funds, Xx. XxXxxxxx shall have the same
rights he would have under this Section if terminated by the
Corporation.
7. Representations and warranties of the Corporation. The
Corporation represents and warrants to Xx. XxXxxxxx that it has the
right, power, legal capacity, and authority to enter into and perform
its obligations under this Agreement, and no approval or consent of
any person, other than the board of directors, is necessary in
connection with this Agreement.
8. Disclosure of Information. Xx. XxXxxxxx recognizes and
acknowledges that information about the Corporation's (which includes
its subsidiaries) business and operations, confidential and
proprietary information, trade secrets and know-how, including but not
limited to their lists of the Corporation's suppliers and customers
(importantly, the persons to contact and who make the decisions
thereat) and methods of operation (the "Covered Information") are
confidential and proprietary information, trade secrets and know-how,
as they may exist from time to time and are valuable, special and
unique assets of the Corporation's business. Xx. XxXxxxxx will not,
during or after the term of his employment under this Agreement, use
for his own benefit or gain, for the benefit or gain of any other
person other than the Corporation, or disclose to any person other
than the Corporation's employees appropriately needing to know Covered
Information or any part of the Covered Information to any person,
firm, corporation, association, or any other entity for any reason or
purpose whatsoever unless such purpose is to further the purposes of
the Corporation. In the event of a breach or threatened breach by Xx.
XxXxxxxx of the provisions of this section, the Corporation shall be
entitled to an injunction, without any requirement which could be
imposed by the Court for posting bond which Xx. XxXxxxxx hereby
specifically and knowingly waives, restraining Xx. XxXxxxxx from
disclosing, in whole or in part, the Covered Information or from
rendering any services to any person, firm, corporation, association,
or other entity to whom such Covered Information, in whole or in part,
has been disclosed or is threatened to be disclosed. Nothing herein
shall be construed as prohibiting the Corporation from pursuing any
other remedies available to it for such breach or threatened breach,
including the recovery of direct, indirect and consequential damages
from Xx. XxXxxxxx. This covenant by Xx. XxXxxxxx shall be construed
as an agreement independent of any other provision in this Agreement;
and, the existence of any claim or cause of action of Xx. XxXxxxxx
against the Corporation, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the
Corporation of this covenant.
9. Restrictive Covenant. Upon the termination of Xx.
XxXxxxxx'x employment, whether by termination of this Agreement, by
discharge, or otherwise, Xx. XxXxxxxx shall not enter into or engage
in any business in direct competition with any business of the
Corporation, as it exists at the time of termination of employment
under this Agreement, either as an individual on his own account, or
as a partner, joint venturer, employee, agent, or salesman for any
person, or as an officer, director or stockholder of a corporation, or
otherwise, in the State of Florida for a period of two years after the
date of termination of employment hereunder. Xx. XxXxxxxx
acknowledges that he will be able to engage in a livelihood apart from
the activities which are prohibited by this covenant during the
specified period. This covenant on the part of Xx. XxXxxxxx shall be
construed as an agreement independent of any other provision in this
Agreement; and the existence of any claim or cause of action of Xx.
XxXxxxxx against the Corporation, whether predicated on this Agreement
or otherwise, shall not constitute a defense to the enforcement by the
Corporation of this covenant. It is agreed by the parties that this
covenant on the part of Xx. XxXxxxxx may be enforced against Xx.
XxXxxxxx by injunction, without any requirement which could be imposed
by the Court for posting bond which Xx. XxXxxxxx hereby specifically
and knowingly waives, as well as by all other legal remedies available
to the Corporation. It is agreed by the parties hereto that if any
portion of this covenant not to compete is held to be unreasonable,
arbitrary or against public policy, the covenant herein shall be
considered divisible both as to time and geographical area so that a
lesser period or geographical area shall remain effective so long as
the same is not unreasonable, arbitrary, or against public policy.
10. Severability. It is the clear intention of the parties to
this Agreement that no term, provision, or clause of this Agreement
shall be deemed to be invalid, illegal, or unenforceable in any
respect unless such term, provision, or clause cannot be otherwise
construed, interpreted, or modified to give effect to the intent of
the parties and to be valid, legal, or enforceable. In the event that
such a term, provision, or clause cannot be so construed, interpreted,
or modified, the validity, legality, and enforceability of the
remaining provisions contained herein and other application(s) thereof
shall not in any way be affected or impaired thereby and shall remain
in full force and effect.
11. Waiver of Breach. The waiver by the Corporation or Xx.
XxXxxxxx of the breach of any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any subsequent
breach by that party.
12. Entire Agreement. This document contains the entire
agreement between the Parties, supersedes all prior oral agreements,
if any, and may not be changed orally, but only by agreement in
writing signed by the Parties.
13. Governing Law. This Agreement, its validity,
interpretation, and enforcement shall be governed by the laws of the
State of Florida with exclusive venue in Hillsborough County.
14. Notice. Any notice pursuant to this Agreement shall be
validly given or served if that notice is made in writing and
delivered personally or sent by certified mail, returned receipt
requested, postage prepaid, to the following addresses:
If to Xx. XxXxxxxx:
Xxxxxxx X. XxXxxxxx
0000 Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxx 00000
If to the Corporation:
Chronicle Communications, Inc.
P. X. Xxx 000
Xxxxx, Xxxxxxx 00000
copy to:
Xxxxxxx X. Xxxxxx, Esq.,
0000 Xxxx Xxxxx X Xxxxxx
Xxxxx, Xxxxxxx 00000
All notices so given shall be given effective upon receipt. Either
party, by notice so given, may change the address to which her or its
future notices shall be sent.
15. Assignment and Binding Effect. This Agreement shall be
blinding upon Xx. XxXxxxxx and the Corporation and shall benefit the
Corporation and its successors and assigns. This Agreement shall not
be assignable by Xx. XxXxxxxx.
16. Headings. The headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not
affect its interpretation.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed the day and year first above written.
[CORPORATE SEAL] Chronicle Communicaitons, Inc.,
Attest: By: /s/ Xxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx., Chief Executive Officer
/s/ Xxxxxxx L. Xxxxxx
Xxxxxxx X. Xxxxxx, Secretary
/s/ Xxxxxxx X. XxXxxxxx
Xxxxxxx X. XxXxxxxx
