EMPLOYMENT AGREEMENT
AGREEMENT
dated
this 31st
day of
October 2005 by and between Xxxxxxx, Xxxxxxx Group Inc., 0000 Xxxxx Xxxxxxxx
Xxxxx, #0X, Xxx Xxxx, XX 00000 and its subsidiaries (the “Company”), and Xxxxxx
X. Xxx (“Employee”).
WHEREAS,
the
Company agrees to employ Employee as Chairman of the Board and Chief Executive
Officer, as well as Chairman of the Board and Chief Financial Officer of each
of
the Company’s subsidiaries; and
WHEREAS,
Employee desires to accept employment by the Company upon the terms and
conditions hereinafter set forth.
NOW,
THEREFORE,
in
consideration of the mutual promises and covenants hereinafter set forth and
for
other good and valuable consideration, the parties hereto, intending to be
legally bound, agree as follows:
1.
Term. The
term
of employment shall be for a period of five (5) years commencing on the date
hereof, and continuing until October 30, 2010, extendable by the Board of
Directors of the Company.
2.
Duties.
Subject
to the terms and conditions and for the compensation hereinafter set forth,
the
Company hereby agrees to employ you for and during the term of this Agreement.
You shall be responsible for performing the all the reasonable functions of
Chairman of the Board and Chief Executive Officer, as well as Chairman of the
Board and Chief Financial Officer of each of the Company’s
subsidiaries.
3.
Time.
You
shall perform all duties in a professional, ethical and businesslike manner.
The
Company agrees that Employee also may also be engaged as a Securities Expert
at
Employee’s option.
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4.
Compensation.
During
the term of your employment, the Company agrees to pay you a base salary of
$125,000 per year plus an annual bonus after the end of each year of an amount
equal to 20% of the consolidated net profits before taxes of the Company. In
addition you may be paid the Company’s normal payout on commissions and fees
that you produce for the Company. The Company agrees to provide you and your
dependents with health insurance..
5.
Branch Offices.
The
Company agrees to maintain New York office and living quarters for you at a
rent
not to exceed $6,000 per month.
6.
Termination. Your
employment shall terminate upon any of the following events: (i) your death
or
(ii) in the event you become physically or mentally incapacitated and by reason
thereof are absent from the duties hereunder for 90 consecutive days within
any
one year period.
7.
Compensation upon Termination. In
the
event of your termination, the Company will pay you a salary equal to 75% of
your base salary.
8.
Waiver of Breach.
The
waiver of the Company of a breach by you of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach by you.
No waiver shall be valid unless in writing and signed by an authorized officer
of the Company.
9.
Headings. Headings
used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.
10.
Amendments; Governing Law; Arbitration. This
Agreement represents the entire Agreement between us with respect to the subject
matter contained herein, and this Agreement terminates and supersedes any and
all prior understandings or agreements heretofore reached or made by and between
the parties hereto. This Agreement shall not be changed orally, but only by
an
agreement in writing and signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of Florida.
Each of the parties hereby agrees that any action or proceeding arising out
of
this Agreement shall be brought only before an arbitration panel convened by
the
American Arbitration Association, and each of the parties hereby unconditionally
submits to and accepts the jurisdiction of the aforesaid arbitration panel.
Each
of the parties hereby irrevocably waives any objection it may have to the laying
of the venue of any such action or proceeding before a NASD arbitration panel
convened in the Miami, FL, area.
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11.
Notices.
Any
notice or other written instrument required or permitted to be given, made
or
sent hereunder shall be in writing, signed by the party giving or making the
same, and shall be sent by registered or certified mail or through courier
delivery service to the other party hereto at their respective addresses
hereinabove set forth. Any party hereto shall have the right to change the
place
to which any such notice or writing shall be sent by a similar notice sent
in
like manner to the other party hereto.
12.
Severability.
The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision of our
Agreement.
13.
Final Agreement. This
Agreement may be modified only by a further writing that is duly executed by
the
parties herein.
14.
Indemnification Against Legal Costs.
The
Company agrees to pay for your legal costs in the event that you must defend
yourself against actions brought against you as the result of your position
and
duties with the Company or any of its subsidiaries.
XXXXXXX, XXXXXXX GROUP INC. | |||
By: | |||
Xxxxxx X. Xxx, Chairman of the Board of Directors & Chief Executive Officer |
Xxxxxxxx X. Xxx, Secretary |
||
AGREED AND ACCEPTED THIS 31ST DAY OF OCTOBER 2005 | |||
Xxxxxx
X. Xxx, Employee
|
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