EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is hereby made and entered into as
of the 1st day of September 2000, by and between XxxxxXxxxx.xxx Inc., a Florida
Corporation. The ("Employer"), and Xxxxxxx X. Xxxxxxx, a resident of Pinellas
Park, Florida (the "Employee")
WITNESSETH:
1. Employment. The Employer hereby employs the Employee and the Employee
hereby accepts such employment, upon the terms and subject to the
conditions set forth in this Agreement.
2. Term. The term of the employment under this Agreement shall be for a 3-year
period beginning as of September 1, 2000 and terminating on September 1,
2003, unless such employment is otherwise terminated as provided in
paragraphs 8 and 9 of this Agreement.
3. Compensation; Reimbursement, Etc.
a. The basic compensation to the Employee shall be payable bi-monthly based
upon a calendar-year annual base salary of $150,000 (the "Annual Base
Salary"). Such salary shall be subject to an annual performance review but
any adjustment shall not result in an annual salary less than the Annual
Base Salary. Employee shall also be reimbursed for all reasonable expenses
incurred on behalf of Employer. All compensation due to the Employee under
this agreement will accrue until such time as the Corporation has
sufficient funds.
b. The Employee shall be entitled to such other benefits as the Board of
Directors and/or any compensation and stock option committee of the Board
of Directors may from time to time provide to him.
4. Duties. The Employee is engaged as the Chief Executive Officer and the
Treasurer of the Employer, and he shall have such duties consistent with
such office as may form time to time be reasonably assigned to him by the
Board of Directors of the Employer and provided for in the bylaws of the
Employer. Employee's office shall be located at the Employer's facilities
in Largo, Florida.
5. Extent of Services. During the term of his employment under this Agreement,
the Employee shall devote such time and efforts to the business of the
Employer, as may be reasonably necessary in the normal course of business.
6. Vacation and Days Off.
a. The employee shall be entitled to such vacation time during each fiscal
year of the Employer as he may qualify for, in accordance with any vacation
policy from time to time established by the Employer's Board of Directors.
Notwithstanding the foregoing, the Employee shall be entitled to an annual
vacation period of not less than four weeks, during which time his
compensation shall be paid in full.
b. The Executive shall be reimbursed by the Company for all reasonable and
customary travel, entertainment, and other business expenses incurred by
the Executive in the performance of the Executive's duties hereunder in
accordance with the Company's standard policy regarding expense
verification practices. The Executive shall be eligible to participate in
such pension, life insurance, health insurance, disability insurance and
other employee benefits plans, if any, which the Company may from time to
time make available to its executive officers generally.
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7. Disability, Illness and Incapacity.
a. During the term of this Agreement, for any period of disability, illness or
incapacity which renders the Employee at least temporarily unable to
perform the services required under this Agreement, the Employee shall
receive his full compensation as set forth in paragraph 3 of this
Agreement, provided however, if the Employee's disability, illness or
incapacity extends beyond a period of ninety (90) consecutive days, the
Employee shall not be entitled after the expiration of such ninety (90) day
period, to any further compensation under paragraph 3(a) until he returns
to full-time service hereunder, but he shall be entitled only to such
disability payments as may be provided by any disability insurance policy
or policies, purchased by the Employer.
b. Successive periods of disability, illness or incapacity will be considered
separate periods unless the later period of disability, illness or
incapacity is due to the same or related cause.
c. If and when the period of disability, illness or incapacity of the Employee
totals 90 days, his employment with the Employer shall terminate.
Notwithstanding the foregoing, if the Employee and the Employer agree, the
Employee may thereafter be employed by the Employer upon such terms as may
be mutually agreeable.
d. Any dispute regarding the existence, extent or continuance of the
disability, illness or incapacity shall be resolved by the determination of
a majority of three competent doctors who are not employees of the
Employer, one of which shall be selected by the Employer, one of which
shall be selected by the Employee and a third selected by the other two
doctors. The doctors' fees and other charges associated with such
determination shall be paid by the Employer.
8. Death.
a. All rights of the Employee hereunder shall terminate upon his death, except
that the Employer shall pay to the estate of the Employee such compensation
and other amounts as would otherwise have been payable to the Employee
through the end of the month in which his death occurs. The Employer shall
have no additional financial obligation under this Agreement to the
Employee or his estate.
9. Other Terminations.
a. The Employer may terminate the employment of the Employee hereunder without
notice for any of the following reasons:
i. Employee's failure to promptly and adequately perform the duties assigned
to him by the Employer pursuant to paragraph 4 above, including but not
limited to failure to follow the reasonable direction of the Board of
Directors of the Employer, or of any supervisors or superiors of Employee;
ii. Employee's material breach of any provision of the Agreement; or
iii.Other good cause (as defined below).
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b. The term "good cause" as used in this Agreement shall include, but shall
not necessarily be limited to, habitual absenteeism, a pattern of conduct
which tends to hold the Employer up to ridicule in the community,
conviction of a felony or any crime of moral turpitude, abuse of, or
substantial dependence on, as reasonable determined by the Board of
Directors of the Employer, any addictive substance, including but not
limited to alcohol, amphetamines, barbiturates, methadone, cannabis,
cocaine, PCP, THC, LSD or illegal or narcotic drugs. If any determination
of abuse or substantial dependence by the Board of Directors is disputed by
the Employee, the parties hereto agree to abide by the decision of a panel
of three physicians who are not employees of the Employer, one of which
shall be selected by the Employer, one of which shall be selected by the
Employee and a third selected by the other two (2) doctors. The Employee
agrees to make himself available for and submit to examinations by such
physicians as may be directed by the Employer. Failure to submit to any
such examination shall constitute a breach of a material part of this
Agreement. The doctors' fees and other charges associated with such
determination shall be shared equally by the Employer and the Employee.
c. Employee may terminate this Agreement for "Good Reason" which shall result
from (i) the Employee is requested to relocate to a facility more than 30
miles from Largo, Florida, or (ii) the Employer's material breach of any of
its obligations under this Agreement.
d. If the Employee's employment with the Employer is terminated pursuant to
paragraph 9(a), the Employer shall pay to the Employee any compensation
earned but not paid to the employee prior to such termination. Such payment
shall be in full and complete discharge of any and all liabilities or
obligations of the Employer to the Employee hereunder, and the Employee
shall be entitled to no further benefits under this Agreement, except as
otherwise specifically provided in paragraph 3 of this Agreement. If the
Employee's employment with Employer is terminated by Employer for a reason
other than as set forth under paragraph 9(a) or by Employee pursuant to
paragraph 9(c), Employer will compensate Employee as severance pay the
monies due Employee for the remainder of the term of the Agreement. The
severance will be payable in full at the Employee's current base salary at
time of termination.
10. Confidentiality. The Employee agrees to keep in strict secrecy and
confidence any and all information the Employee assimilates or to which he
has access during his employment by the Employer and which has not been
publicly disclosed and is not a matter of common knowledge in the fields of
work of the Employer. The Employee agrees that both during and after the
term of his employment by the Employer, he will not, without prior written
consent of the Employer, disclose any such confidential information to any
third person, partnership, joint venture, company, Inc. or other
organization.
11. Waiver or Breach. The waiver by the Employer of a breach of any of the
provisions of this Agreement by the Employee shall not be construed as a
waiver of any subsequent breach by the Employee.
12. Binding Effect; Assignment. The rights and obligations of the Employer
under this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the Employer. This Agreement is a
personal employment contract and the Rights, obligations and interests of
the Employee hereunder may not be sold, assigned transferred, pledged or
hypothecated.
13. Entire Agreement. This Agreement contains the entire agreement of the
parties and supersedes all prior agreements and understandings, oral or
written, with respect to the subject matter hereof. This Agreement may be
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changed only by an agreement in writing signed by the party against whom
any waiver, change, amendment, modification or discharge is sought.
14. Headings. The headings contained in the Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
15. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Florida.
16. Notices. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by facsimile, e-mail, or by
certified or registered mail, first class, return receipt requested, to the
parties at the following addresses:
To the Employer: XxxxxXxxxx.xxx, Inc.
00000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxx, XX 00000
Attention: Xxxxx Xxxx, President
Facsimile NO.: (000) 000-0000
Email: XXXXX@XXXXXXXXXX.XXX
With a copy to: Xxxxxxxx, Loop & Xxxxxxxx, LLP.
Xxxxxxx Plaza, Ste. 2800
Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
To the Employee: Xxxxxxx X. Xxxxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxxxxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
E-mail: XXXXX@XXXXXXXXXX.XXX
(Signatures to follow)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement this _____
day of September 2000.
EMPLOYER:
XXXXXXXXXX.XXX, INC.
By: /s/ Xxxxx Xxxx
Xxxxx Xxxx, President
EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
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