EXHIBIT 10.8
OCUREST LABORATORIES, INC.
0000 XXX XXXXXXXXX * SUITE 300 * XXXX XXXXX XXXXXXX, XX 00000
TEL (000) 000-0000
FAX (000) 000-0000
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made as of the 19th day of
June, 1996 by and between Ocurest Laboratories, Inc., a Florida corporation
(hereinafter called the "Company") and Xxxx X. Xxxxxxx, hereinafter called the
("Employee")
WHEREAS, the Company believes it is in the Company's best interest to
employ the Employee, and the Employee desires to be employed by the Company; and
WHEREAS, the Company and the Employee desire to set forth the terms and
conditions on which the Employee shall be employed by and provide his services
to the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which in hereby akmowledged, the parties hereby agree as follows:
1. EMPLOYMENT: The Company hereby employs the Employee in its business
as Senior Vice President & Chief Financial Officer and Treasurer of the
Company and the Employee accepts such employment, all upon the terms and
conditions hereinafter set forth.
2. TERM: Unless sooner terminated pursuant to the provisions of this
Agreement, the initial term of employment under this Agreement shall be for a
period of eighteen months, commencing July 1, 1996 (the "Initial Term"). Such
period of employment shall be extended automatically for successive one-year
terms of employment after the Initial Term, unless either the Company or the
Employee. notifies the other in writing at least ninety (90) days prior to the
end of the current term that it or he will not renew such Employment Period for
another term, in which case such Employment Period will expire at the and of the
current term. Any such notice of termination shall be irrevocable unless
otherwise subsequently agreed upon in writing by the parties. All references
herein to the "Employment Period" shall refer to both the Initial Term and such
successive terms.
3. BASE SALARY: The Employee shall be entitled to receive a base salary
during the Employment Period at the rate of One Hundred Twenty Five Thousand
Dollars ($125,000.00) per annum starting July 1, 1996 (the "Base Salary"). Such
salary shall be
payable in accordance with the normal payroll policies of the Company and shall
be subject to all appropriate withholding taxes; provided, however, such salary
shall be payable no less frequently than monthly and no later than the fifteenth
(15th) day of each such month. The annual salary set forth in this Paragraph
shall be subject to review and upward adjustment from time to time, at the sole
discretion of the Company. An adjustment to the amount of Base Salary, if any,
shall not otherwise be deemed a modification, amendment or waiver of this
Agreement except as to the Base Salary amount.
4. INCENTIVE COMPENSATION: In addition to the Base Salary, the Employee
shall be eligible to receive incentive compensation pursuant to an incentive
compensation plan to be established under the direction of the Chief Executive
Officer of the Company on terms satisfactory to and approved by the Board in its
discretion.
5. DUTIES: During the Employment Period the Employee shall report
directly to the President & Chief Executive Officer and shall furnish all manner
of services in connection with his position as Senior Vice President & Chief
Financial Officer of the Company as would be expected from a person holding a
similar position in a similar Company. The Employee shall devote his full time,
energy and skill to the service of the Company and the promotion of its
interests, and shall use his best efforts in the performance of his services
hereunder.
6. CONFIDENTIALITY: In the course of the Employee's employment
hereafter, the Company may disclose or make known to the Employee, and the
Employee may be given access to or may become acquainted with, certain
confidential information, trade secrets or both, including but not limited to
marketing techniques pricing, customer lists and information relating to
potential customers (collectively "Information"), as well as financial records,
documents, reports, correspondence, lists, other written records, and the like
relating to the foregoing (collectively, the "Materials"). During the Employment
Period and at all times thereafter, the Employee shall not in any manner,
directly or indirectly, divulge, disclose or communicate to any person or firm,
except to or for the Company's benefit, any of the Information or Materials
which he may have acquired in the course of his employment by the Company.
Promptly upon termination of the Employment Period, or otherwise upon request of
the Company, the Materials and all copies thereof in the custody or control of
the Employee shall be delivered to the President & Chief Executive officer or
his designee.
7. DEATH OR INCAPACITY: In the event of the permanent incapacity of the
Employee, defined as ninety (90) days continuous incapacity or one hundred
twenty (120) days of intermittent incapacity in any twelve (12) month period, as
determined by the Board at its sole discretion, or the death of the Employee
during the Employment Period, the Employee's employment hereunder shall
terminate immediately upon such death or determination of
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incapacity. The Company shall thereupon be obliged to pay to the Employee or the
Employee's estate all Base Salary amounts owed to the Employee which have
accrued until the date of such death or determination of incapacity plus six
months of the Employee's Base Salary. All such amounts shall be payable in
accordance with the normal payroll policies of the Company.
8. TERMINATION: The Company shall be entitled to terminate the
employment of the Employee for "just cause" or without cause. The Employee shall
be entitled to terminate his employment for any reason. For purposes of this
Agreement, "just cause" is herein defined as any conduct by the Employee
involving the commission of any criminal act, act of moral turpitude, any
fraudulent or dishonest act in connection with his employment with the Company,
or a material breach of any provision of this Agreement which material breach
results in a loss to the Company as determined by the Board. Any decision by the
Company to terminate the Employee without cause shall be made by majority vote
of the Board.
Any termination of the Employment Period other than by death,
determination of permanent disability or just cause shall require no less than
thirty (30) days prior written notice from the party requesting termination to
the other. In the event of termination of the employment of the Employee by the
Employee or by the Company for just cause, the Employee shall not be entitled to
any severance pay and shall only be paid the Base Salary amounts accrued through
the date of termination. In the event of termination of the employment of the
Employee without cause by the Company, the Employee shall be entitled to Base
Salary amounts accrued through the date of termination plus severance pay equal
to the greater of (i) one year's Base Salary or (ii) the balance of the Base
Salary which, but for termination, would have been payable over the remainder of
the Initial Term (the "Severance Pay"). The Severance Pay shall be due and
payable in one (1) lump sum within (30) days of the date of termination.
9. MOVING EXPENSES: The Company shall reimburse the Employee for moving
expenses from his home in New Jersey to a location within 50 miles of the
Company's offices in Palm Beach Gardens, Florida, up to a maximum reimbursement
of $10,000.00 for all expenses relating to the move of household belongings and
two automobiles to the new location.
10. SURVIVAL: Notwithstanding anything to the contrary herein, the
provisions of paragraphs 6 and 11-15 shall survive and remain in effect in
accordance with their respective terms in the event the Agreement or any portion
hereof or the Employment Period is terminated.
11. VENUE AND GOVERNING LAW: Venue for all proceedings shall be in any
court of competent jurisdiction in Palm Beach County, Florida. This Agreement
and all transactions contemplated by this Agreement shall be governed by, and
construed and enforced
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in accordance with, the laws of the State of Florida without regard to
principles of conflicts of laws.
12. AMENDMENT: The provisions of this Agreement may be amended or
otherwise modified only with and by the written mutual consent of both parties.
. 13. BINDING AFFECT: All of the terms and provisions of this Agreement,
whether so expressed or not, shall be binding upon, inure to the benefit of, and
be enforceable by the parties and their respective administrators, executors,
legal representatives, heirs and successors.
14. SPECIFIC PERFORMANCE: The Employee acknowledges that the services
to be rendered by the Employee hereunder are extraordinary and unique and are
vital to the success of the Company, and that damages at law would be an
inadequate remedy for any breach or threatened breach of this Agreement by the
Employee. Therefore, in the event of a breach or threatened breach by the
Employee of any provision of this Agreement, then the Company shall be entitled,
in addition to all other rights or remedies, to injunctions restraining such
breach, without being required to show any actual damage or to post any bond or
other security.
15 ENTIRE AGREEMENT: This Agreement represents the entire agreement and
understanding among the parties with respect to the subject matter hereof, and
supersedes all other negotiations, understandings and representations (if any)
made by and among such parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written.
OCUREST LABORATORIES, INC.
By: /s/ XXXXXX X. XXXXXX
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Title: PRESIDENT
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
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