Exhibit 10.(c)(v)
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of the 31st day of
December, 1996, between NeuroCorp, Ltd. ("Company") and Xxxxxx X. Xxxxxx, an
individual residing at 0000 Xxxxxxxxxx Xxxxx Xxxxxxx, XX 00000 ("Employee").
RECITALS
1. The Company wishes to secure permanent uninterrupted services of
Employee as Chief Financial Officer of NeuroCorp, Ltd. And all of
its subsidiaries and Employee wishes to perform such services for
Company on the terms and conditions hereinafter set forth and for
the duration of this Employment Agreement.
2. Accordingly, the Company and Employee wish to execute this
Employment Agreement.
AGREEMENT
1. Definitions. As used in this Agreement, the terms identified below
shall have the meanings indicated, and variants and derivatives of
the following terms shall have correlative meanings.
"Board" means the Board of Directors of the Company.
"Confidential Information" means, with respect to the affairs of the
Company, any information, data, figures, sales figures, projections, estimates,
customer lists, tax records, personnel history, accounting procedures,
promotions, manuals, procedures, and any writings or conversations concerning
the foregoing.
"Continuation Date" means January 1, 2000.
"Disability" means a physical or mental incapacity which is incurred
by Employee and which would allow Employee to receive benefits under the
Company's long-term disability income plan.
"Effective Date" means January 1, 1997.
"Incapacity" means incapacity due to physical or mental illness
(other than an incapacity which constitutes a Disability), as a result of which
Employee has been receiving payments under the Company's long-term disability
income plan.
"NCL" shall mean NeuroCorp, Ltd.
"Person" means any person (other than Employee), firm, corporation,
partnership, joint venture, or other entity or an affiliated group including any
Person (other than Employee).
2. Permanent Employment. The Company hereby agrees to permanently
employ Employee as Chief Financial Officer of NeuroCorp, Ltd. And
all of its subsidiaries. Employee shall devote full time and
attention (during normal business hours) exclusively to the
performance of her duties hereunder. Employee shall perform her
duties faithfully, competently, diligently, and to the best of her
ability.
3. Term. The term of this Agreement shall commence on the Effective
Date and continue to the same date in 2000. Following the
Continuation Date, this Agreement shall continue for successive
one-year terms unless the Company provides Employee with written
notice of intent to terminate at least 3 months prior to the end of
the initial three-year term or a subsequent term, or unless
terminated pursuant to Section 6.
4. Compensation. As full compensation for the permanent services of
Employee, Company shall provide Employee with the following salary
and benefits:
a. Base Salary. Base salary at the annual rate of $85,000.00.
Payments shall be made in semi-monthly installments in
arrears.
b. Incentive Compensation Bonus. Employee shall be entitled to
receive an incentive compensation bonus, based on performance,
during the term of this agreement pursuant to an annual
executive incentive plan to be developed by the Company.
Because of the need to generate profits as a publicly-traded
corporation and to get away from the perception that our
salary structure depends on investment money, we need to be
sure that each division is bringing in enough revenues to
cover all of its direct and indirect expenses. So. In order to
justify the level of income that is the subject of this
agreement, the Executive Committee reserves the right to
reduce the base salary by up to 10% for failure to meet the
above-stated goals. It is contemplated that the first review
will be done after a 6 month period from the effective date of
this agreement.
c. Expenses. Reimbursement for necessary and reasonable business
expenses incurred by Employee in his/her employment as defined
by Company policy.
d. Fringe Benefits. Participation in all employee benefit plans
and arrangements commensurate with Employee's position and
length of service which are presently or hereafter made
generally available to key employees of the Company under the
Company's Employee Benefit Policy.
e. Stock Options. Qualified stock options for purchase of common
stock may be awarded under the Company's Employee Stock Option
Plan by the Compensation Committee in recognition of
outstanding performance.
5. Termination. This Agreement and Company's unaccrued obligations
hereunder shall terminate as follows:
a. Death. Upon death of Employee.
b. Incapacity. If, as a result of Employee's incapacity due to
physical or mental illness, Employee shall be absent from her
duties hereunder for three (3) consecutive months, and if,
within 30 days after written notice of the Company's intention
to terminate this Agreement, Employee shall not return to the
satisfactory performance of her duties on a full-time basis,
Company may terminate this Agreement for "Incapacity".
c. For Cause. "Cause" means (i) the willful and continued failure
by Employee to substantially perform her duties hereunder;
(ii) any willful, intentional, or grossly negligent act by
Employee having the demonstrable effect of substantially
injuring the reputation or business of the Company; or (iii)
conviction of Employee of any crime which constitutes a
felony. The Executive Committee of the Company shall be
responsible for making a determination under this paragraph.
d. Notice by Employee. Upon three months written notice by
Employee to Company.
6. Compensation upon Termination of During Incapacity. During any
period that Employee fails to perform her duties as a result of
Incapacity, Company shall continue to pay base salary (and Employee
shall be entitled to all other benefits and provisions under this
Agreement) at the rate in effect at the commencement of such
Incapacity until this Agreement is terminated pursuant to Section
5(b); provided, however, that the obligations of Company under this
Section 6 shall be reduced by the amount of any disability income
insurance payments or Workers' Compensation payments Employee may
receive during Incapacity under any state plan or policy carried by
the Company of which Employee is beneficiary. Upon termination of
employment under this section, this Agreement shall terminate and
Company shall have no further obligation to Employee except to the
extent Employee is otherwise entitled to any accrued payments or
benefits hereunder or under any benefit plan or program of Company.
7. Indemnification. The Company shall indemnify Employee to the maximum
extent permitted by applicable law, during and after the termination
of her employment, against all judgments, settlement payments,
costs, attorney fees, and other reasonable expenses incurred by her
in connection with the defense of any action, suit, or proceeding,
arising from events before or during the term of her employment to
which she has been made a party
because of the performance of her duties under this agreement. This
right of indemnification shall be in addition to any rights that she
may otherwise be entitled to under the bylaws of the Company or
otherwise, but shall exclude acts of willful misconduct or gross
negligence by Employee, upon such finding in a final judgment by a
court of competent jurisdiction.
8. Cooperation with Employer. Following any termination of this
Agreement, Employee shall fully cooperate with Company in all
matters relating to the winding up of her pending work on behalf of
the Company and to the orderly transfer of any such pending work to
other employees of Company as may be designated by Company.
9. Intellectual Property Rights. All right, title and interest of very
kind and nature whatsoever, whether now known or unknown, in and to
any intellectual property, including any inventions, patents,
trademarks, copyrights, films, scripts, ideas, plans, creations and
properties invented, created, written, developed, furnished,
produced or disclosed by Employee, in the course of rendering
Employee's services to Company under this Agreement shall, as
between the parties hereto, be and remain the sole and exclusive
property of Company for any and all purposes and uses whatsoever,
and Employee shall have no right, title, or interest of any kind or
nature therein or thereof, or in and to any results and proceeds
therefrom.
10. Non-compete. In the event of termination of this Agreement pursuant
to Section 5 above, Employee will not, for a period of one year from
the effective date of such termination, engage, directly or
indirectly, in any capacity (whether as officer, director,
stockholder, partner, associate, employee, consultant, owner or
otherwise) or have an interest in, or be associated with any
business in competition with Company or any of its subsidiaries.
11. Return of Property. Upon termination of this Agreement, regardless
of how termination may be affected, Employee of his estate shall
immediately turn over to Company all of Company's property,
including all items used by Employee in rendering services hereunder
or otherwise, which may be in Employee's possession or under her
control.
12. Governing Law. This Agreement is made and entered into in the State
of New York, and the laws of New York shall govern its validity and
interpretation and the performance by the parties hereto of their
respective duties and obligations hereunder.
13. Entire Agreement. This instrument contains the entire agreement of
the parties. It may not be changed orally but only by an agreement
in writing
signed by both parties.
14. Notices. Any notice, request, demand or other communication
hereunder shall be in writing and shall be deemed bo be duly given
when personally delivered to an officer of Company or to Employee,
as the case may be, or when delivered by certified mail (return
receipt requested) at the following address:
To Company: To Employee:
Xx. Xxxxx M. Itil Xxxxxx X. Xxxxxx
Chairman of the Board 4004 Whispering Hills
NeuroCorp, Ltd. Xxxxxxx, XX 00000
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
15. Section Headings. Section and other headings contained in this
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
16. Attorney Fees. In the event of any litigation arising out of this
Agreement, the non-prevailing party will pay the expenses of the
prevailing party, including, without limitation, reasonable attorney
fees.
17. Partial Invalidation. Should any valid federal or state law or final
determination of any administrative agency or court of the competent
jurisdiction affect any provision of this Agreement, the provision
or provisions so affected shall be automatically conformed to the
law or determination and otherwise this Agreement shall continue in
full force and effect.
18. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns (including
successive, as well as immediate, successors and assigns) of the
Company. The obligations of this Agreement may not, however, be
transferred by the Company without the consent of the Employee, and
subject to the following sentence. If the Company transfers to any
other Person substantially all of its business and assets by merger,
consolidation, sale of assets or otherwise, the Company must
transfer its obligations hereunder to such other Person and such
other Person must accept such transfer and assume the obligations of
the Company imposed hereby. Company shall notify Employee in writing
within the thirty (30) day period following any transfer of business
and assets that the transferee has accepted the transfer and
assumption of the Company's obligations under this Agreement. This
Agreement shall insure to the benefit of and be binding upon the
heirs and assigns (including
successive, as well as immediate, assigns) of Employee. The rights
of Employee under this Agreement may be assigned only to her
personal representative or by Will or pursuant to applicable laws of
descent and distribution. If Employee should die while any amount
would still be payable to Employee under this Agreement if Employee
had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with this Agreement to
Employee's personal representative or by Will or pursuant to
applicable laws of descent and distribution.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed to be effective as of the Effective Date.
WITNESS: NEUROCORP, LTD.
__________________________________ by: ________________________________
Its: _______________________________
EMPLOYEE:
__________________________________ ___________________________________
Xxxxxx Xxxxxx
