EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into at
Orlando, Florida, on the date hereinafter set forth, by and between XXXXXXX
XXXXXX (hereinafter referred to as the "Employee"), and COUNTY LINE SELECT CARS,
INC. (hereinafter referred to as the "Corporation").
The parties hereto, intending to be legally bound, do hereby agree as
follows:
1. EMPLOYMENT
1.1 Position and Duties. The Corporation does hereby employ the Employee
and the Employee hereby accepts such employment as Senior Vice President and
General Manager - Florida Division upon the terms and provisions set forth in
this Agreement. The Employee shall perform all duties assigned to him by the
Corporation, shall observe and comply with the Corporation's rules and
regulations regarding the performance of his duties, and shall carry out and
perform all orders, directions, and policies stated to him by the Corporation
periodically, either orally or in writing. The Employee shall carry out the
duties assigned to him in a trustworthy, businesslike, and loyal manner.
1.2 Place of Employment. Unless the parties agree otherwise in writing,
during the term of this Agreement, the Employee shall perform the services
required by this Agreement at the Corporation's offices in Central Florida,
provided, however, that the Corporation may, from time to time, require the
Employee to travel temporarily in carrying out his duties.
2. TERM. This Agreement shall commence as of the Effective Date specified
in Section 10 herein and shall continue for three (3) years, unless sooner
terminated as herein provided. This Agreement may be extended as mutually agreed
upon by the parties hereto.
3. COMPENSATION
3.1 Amount of Compensation. The Corporation shall pay to the Employee a
salary of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000) per annum or such
greater amounts as may be determined by the Board of Directors of the
Corporation (the "Board") on an annual basis at the start of each year.
3.2 Bonuses. The Corporation shall pay to the Employee a quarterly cash
bonus, due within forty-five (45) days of the end of the calendar quarter, equal
to Five Percent (5%) of the actual annual net income of the Corporation, before
taxes (the "Actual Net Income"), for those locations for which the Employee has
management responsibility up to TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
($2,500,000) of Actual Net Income. In computing Actual Net Income, the
Corporation will allocate its corporate overhead by employee headcount among its
operating locations. For Actual Net Income in excess of that amount, the
Employee will receive a stock option for the Common Stock of HOLIDAY RV
SUPERSTORES, INC. ("Holiday RV"), the parent of the Corporation, based on a
formula (pro rata rounded to the nearest $100) of Thirty Five Thousand (35,000)
options for each FIVE HUNDRED THOUSAND DOLLARS ($500,000) of net pre-tax income
over and above TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000). Such an
option, if any, will be determined within ninety (90) days of the end of each
fiscal year of Holiday RV and will be effective as of the first day of the
current fiscal year, and will be in accordance with the existing Holiday RV 1999
Stock Compensation Program, and at the average closing price for Holiday RV
Common Stock for the twenty (20) trading days preceding the end of Holiday RV's
fiscal year. All determinations will be made by the Corporation in accordance
with generally accepted accounting principles which are universally applied. In
the event of the termination of this Agreement, the Employee will be entitled to
a pro rata bonus based on actual results through the date of termination.
3.3 Reimbursements. The Employee shall be reimbursed by the Corporation
only for amounts actually expended by the Employee in the course of performing
duties for the Corporation where:
3.3.1 Authorization. The Employee has been authorized by the
Corporation to incur such expenses, or they are reasonably consistent with
corporate practices or policies.
3.3.2 Documentation. The Employee tenders receipts or other
documentation substantiating the amounts as required by the Corporation.
3.4 Fringe Benefits. The Corporation agrees that the Employee shall also be
entitled to the fringe benefits authorized and adopted, from time to time, by
the Board, including expense accounts, a profit sharing plan, the Employee and
dependent medical insurance and an annual physical examination. In addition, the
Corporation may furnish such other benefits to the Employee not specified herein
as its Board shall determine, from time to time, within its discretion, to be in
the best interest of the Corporation and the Employee and which are available to
senior management of the Corporation.
3.5 Special Signing Option Grant. Effective upon the execution of this
Agreement, Holiday RV will grant to the Employee a Thirty Eight Thousand
(38,000) share stock option (the "Option") at the closing price of Holiday RV's
Common Stock on November 11, 1999. The Option will contain the terms provided
for options in Holiday RV's 1999 Stock Compensation Program.
4. COMPETITION. The Employee agrees that during the term of this Agreement
he diligently shall devote his time and efforts to the duties and
responsibilities assigned to him by the Corporation, and without prior express
written authorization of the Board, the Employee shall not, directly or
indirectly, either alone or in concert with others, during the term of this
Agreement:
4.1 Other Services. Perform or render any services of a business,
professional or commercial nature, relating to service or products similar to
those of the Corporation, to or for the benefit of any other person or firm,
whether for compensation or otherwise, except for personal investments and for
other activities approved by the Corporation;
4.2 Competition. Engage in any activity directly or indirectly in
competition with or adverse to the Corporation;
4.3 Solicitation. Engage in any activity for purposes of influencing or
attempting to influence the Corporation's customers, either directly or
indirectly, to conduct business with any business enterprise in competition with
the Corporation;
4.4 Competing Enterprise. Undertake or participate in any planning for or
organization of any business activity that is or will be in competition with the
Corporation in any field(s) or area(s) in which the Employee has worked or with
which the Employee has come into contact, or of which the Employee has gained
knowledge during the term of his employment under this Agreement; or
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4.5 Other Activities. Engage in any other business activity that would
materially interfere with the performance of any of the Employee's obligations
and duties under this Agreement.
4.6 Incorporation by Reference. The non-competition provisions of the Stock
Purchase Agreement dated November 11, 1999, to which the Employee is a party,
are incorporated herein by this reference, and the Employee hereby ratifies and
confirms his obligations thereunder, which will also apply to this Agreement.
5. BUSINESS DISCLOSURES.
5.1 Non-Disclosure. Except as required by law or applicable regulations,
the Employee agrees that during the term of his employment with the Corporation
he will not disclose, other than to an authorized employee, officer or director
of the Corporation, any confidential information as to the Corporation
including, without limitation, any confidential information relating to the
Corporation's business, trade practices, trade secrets or "know-how", without
the Corporation's prior express written consent, and that on the termination of
his employment, for any reason, he shall not remove or retain without the
Corporation's prior express written consent any figures, calculations, letters,
papers, documents or copies thereof, or any other confidential information of
any type or description as to the Corporation or its affairs.
5.2 Use of Confidential Information. The Employee agrees that during the
term of his employment he will not utilize, whether directly or indirectly, for
his own benefit or for the benefit of any other person(s) or concern(s), any and
all confidential information of the Corporation, including any and all
information relating to the Corporation's business, trade practices or trade
secrets or "know-how", without the prior express written consent of the
Corporation.
6. COMPENSATED LEAVE. The Employee shall be entitled to the sick leave and
vacation time available to other members of Senior Management. Vacation time
shall not be less than 3 weeks per year. All vacation time will be prorated on a
monthly basis in the event of termination of the Employee's employment.
7. OWNERSHIP OF INTANGIBLE PROPERTY. All processes, inventions, patents,
copyrights, trademarks and other intangible rights that may be conceived or
developed by the Employee, either alone or with others, during the term of the
Employee's employment, whether or not conceived or developed during the
Employee's working hours, and with respect to which the equipment, supplies,
facilities or trade secret information of the Corporation or that relate to the
business of the Corporation or to the Corporation's actual or demonstrably
anticipated research and development, or that result from any work performed by
the Employee for the Corporation, shall be the sole property of the Corporation.
The Employee shall disclose to the Corporation all such matters conceived during
the term of employment, whether or not the property of the Corporation under the
terms of the preceding sentence, provided that such disclosure shall be received
by the Corporation in confidence. The Employee shall execute all documents,
including patent applications and assignments, required by the Corporation to
establish the Corporation's rights under this section.
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8. DISCLOSURE OF CONFIDENTIAL INFORMATION. In the course of employment
under this Agreement, the Employee may have access to confidential information
and trade secrets relating to the Corporation's business. Except as required in
the course of employment by the Corporation, the Employee will not, without the
Corporation's prior consent, for a period of three (3) years after termination
of employment, directly or indirectly disclose to any third person any such
confidential information or trade secrets.
9. TERMINATION OF AGREEMENT
9.1 Grounds. This Agreement shall terminate upon the occurrence of any of
the following events:
9.1.1 Expiration of Term. Upon expiration of the original term
specified in Section 2 hereof.
9.1.2 Mutual Agreement. Whenever the Corporation and the Employee
mutually agree in writing to termination;
9.1.3 Death. Upon the death of the Employee;
9.1.4 Without Cause. Upon thirty (30) days prior written notice.
9.1.5 For Cause. This Agreement may be terminated by the Board
immediately for the following causes: the Employee's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful
violation of any law, (other than traffic violations, family law, or
similar offenses) or a final cease and desist order, or a material breach
of any provision of this Agreement.
9.2 Termination Statement. The Employee agrees that upon termination of his
employment with the Corporation, for any cause or reason, he shall execute a
Termination Statement and shall fully comply with all of the terms, conditions
and representations contained therein.
9.3 Disability; Termination. In the event that the Employee is unable to
perform his assigned duties and responsibilities due to illness, physical or
mental disability or any other reason, and such disability continues for a
period of six (6) consecutive months after all available sick leave has been
utilized, the Corporation may terminate this Agreement upon ten (10) days'
written notice, subject to any disability payment provisions contained in this
Agreement.
10. SEVERANCE PAY. The Employee will receive the following severance pay
(the "Severance Pay") in lieu of termination by notice:
(a) During the first (1st) year of this Agreement, the Employee shall
receive six (6) months of his current salary at the time of termination;
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(b) During the second (2nd) year of this Agreement, the Employee shall
receive three (3) months of his current salary at the time of termination; and
(c) During the third (3rd) year of this Agreement, the Employee shall
receive one (1) month of his current salary at the time of termination.
Severance Pay will be paid in equal monthly installments.
Severance Pay will not be due to the Employee if the Corporation gives the
Employee advanced notice of termination equal to the terms of Severance Pay set
forth above. For example, if the Corporation gives the Employee six (6) months'
prior written notice of termination without cause, then no Severance Pay would
be due to the Employee during the first (1st) year of this Agreement. Severance
Pay will be due to the Employee only if this Agreement is terminated in
accordance with Section 9.1.4 hereof. The Employee hereby agrees that no other
compensation will be due him except as specifically provided herein.
11. MISCELLANEOUS
11.1 Notices. Any notice required to be given pursuant to this Agreement
shall be effective only if in writing and delivered personally or by mail. If
given by mail, such notice must be sent by registered or certified mail, postage
prepaid, mailed to the parties at the addresses set forth on the signature page
hereof, or at such other addresses as the parties may designate, from time to
time, by written notice. Mailed notices shall be deemed received two (2)
business days after the date of deposit in the mail.
11.2 Remedies
11.2.1 Equitable Remedies. The Employee acknowledges and agrees that
in the event of any breach, violation or evasion of the terms, conditions
and provisions of Sections 4 or 5 above, such breach, violation or evasion
shall result in immediate and irreparable injury and harm to the
Corporation and shall entitle the Corporation to injunctive relief and/or
specific performance of this Agreement, as well as to all other legal or
equitable remedies to which the Corporation may be entitled.
11.2.2 Termination of Agreement. It is further agreed that in the
event of such breach, the Corporation may forthwith terminate this
Agreement, notwithstanding anything herein to the contrary.
11.3 Partial Invalidity. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall be held to be invalid or
unenforceable to any extent, the remainder of this Agreement or application of
such term or provision to persons or circumstances other than those to which it
is held invalid or unenforceable shall not be affected thereby, and each term
and provision of the Agreement shall be valid and be enforced to the fullest
extent permitted by law.
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11.4 Waiver. No waiver of any right hereunder shall be effective for any
purpose unless in writing, signed by the party hereto possessing said right, nor
shall any such waiver be construed to be a waiver of any subsequent right, term
or provision of this Agreement.
11.5 Assignment; Effect on Agreement. It is hereby acknowledged and agreed
that the Employee's rights and obligations under this Agreement are personal in
nature and shall not be assigned or delegated. This Agreement shall be binding
on and inure to the benefit of the heirs, personal representatives, successors
and assigns of the parties subject, however, to the restrictions on assignment
and delegation contained herein.
11.6 Effective Date. The effective date of this Agreement will be the date
of closing of the sale of the Corporation.
11.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
11.8 Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings, oral or written. No modification, termination or attempted
waiver shall be valid, unless in writing and signed by both parties.
11.9 Arbitration. Any dispute involving this agreement shall be resolved by
arbitration before one (1) arbitrator in Orlando, Florida, in accordance with
the rules of the American Arbitration Association.
(Signatures on next page)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 11th day of November, 1999.
CORPORATION:
COUNTY LINE SELECT CARS, INC.
By:______________________________________
Name:
Title:
Address:
0000 X.X. Xxxxxxxxxxx Xxxx
Xxxxx, Xxxxxxx 00000
EMPLOYEE:
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XXXXXXX XXXXXX
Address:
