Exhibit 10-b
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is effective April 10, 2005
("Agreement Date") by and between the following two parties:
1. Care Recruitment Solutions International, Inc., a Florida
corporation (collectively, "CRSI" or the "Company")
2. Yitzchak ("Ytzik") X. Xxxxxx, an individual residing in Kew
Gardens, New York ("Executive").
RECITAL
CRSI desires to obtain the services and employment of Executive and
Executive wishes to provide such services in accordance with the terms
and conditions provided herein.
AGREEMENTS
In consideration of the Recital and Agreements herein and for other
good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties intend to be bound to the following:
1) EMPLOYMENT. CRSI agrees to employ Executive and Executive agrees to
be employed by and to serve CRSI, effective on the later of 1) May
1, 2005 , or 2) such time as the Company raises a minimum of
$250,000.00 in investment capital, ("Effective Date"), on the terms
and conditions set forth herein.
2) TERM. The Term of this Agreement shall commence on the Effective
Date and shall terminate on December 31, 2008 ("Initial Term")
unless extended. Commencing January 1, 2009 and on each such
anniversary date thereafter, the Term automatically shall extend by
one year ("Extended Term") unless six months prior thereto Executive
has received written notice from CRSI that CRSI intends to terminate
Executive upon the next anniversary date. The word "Term" in this
Agreement includes both the Initial Term and the Extended Term.
3) DUTIES.
a) Position and Duties. Executive shall serve in a dual role, as:
i) CRSI's "Senior Vice President, International Operations" and
ii) President of the World Nursing Corps ("WNC"), a wholly-
owned subsidiary of CRSI
b) Executive shall have such responsibilities, duties and authority
consistent with the above positions and shall report directly to
CRSI's Chairman & CEO.
c) Executive shall become a Member of the Board of Directors of CRSI
and WNC and will be covered by the Company in an appropriate
amount, with Officer's & Director's Liability Insurance.
d) Executive shall devote substantially all of his working time to
the business and affairs of CRSI and its affiliates and
subsidiaries. The Executive shall be allowed to complete any and
all obligations in respect of the Executive's accountability to
his prior businesses namely, Ash Capital Partners, Inc.,
NutraDesign, Inc. and any other prior businesses or interests of
the Executive.
e) Indemnification. CRSI shall indemnify Executive, to the fullest
extent permitted by law and CRSI's articles of incorporation and
bylaws, for all amounts (including without limitation judgments,
fines, settlement payments, losses, damages, costs and expenses,
including reasonable attorneys' fees), incurred or paid by
Executive in connection with any action, suit, investigation or
other proceeding, arising out of, or relating to, this Agreement,
Executive's employment with CRSI or performance of services for
CRSI, or his acting as a fiduciary of any CRSI employee benefit
plan, program or arrangement or as a director, officer or
employee of CRSI or any of its subsidiaries or related companies.
This provision shall remain in effect following termination of
Executive by CRSI until all potential claims are barred. CRSI
shall provide adequate liability insurance coverage for Executive
on the same terms and conditions as that being provided for any
other CRSI director and officer during the Term and for five
years following termination.
4) LOCATION. Executive shall work primarily from a CRSI office in New
York, NY, USA, or at such other mutually agreeable principal executive
office.
5) COMPENSATION AND RELATED MATTERS.
a) INITIAL STOCK COMPENSATION.
i) Initial Stock Package. Upon signing of this Agreement, CRSI
shall issue to Executive an amount of Common Shares of CRSI
equal to three percent (3%) of the currently Issued and
Outstanding shares of Common Stock of CRSI on the Effective
Date ("Initial Shares"). In the event CRSI is on the
Effective Date, or becomes, a publicly-listed company, the
company shall register the Initial Shares with the Securities
and Exchange Commission ("SEC") pursuant to an SB.2
registration statement, or pursuant to other mutually
agreeable forms of stock registration, with full piggyback
registration rights. Stock issued to Executive pursuant to
this arrangement will be at no cost to Executive.
ii) Performance Stock Package. CRSI shall issue to Executive
a one-time amount of Common Shares of CRSI equal to one
point ninety-nine percent (1.99%) of the then Issued and
Outstanding shares of Common Stock of CRSI ("Performance
Shares") at such time that CRSI, inclusive of all its
subsidiaries and acquisitions, have collectively achieved
aggregate, consolidated Year-to-Date Revenues of at least
US $6.6 Million. If at such time CRSI is a public corporation,
CRSI will issue Performance Shares to Executive and register
them with the Securities and Exchange Commission ("SEC")
pursuant to an SB.2 registration statement, or pursuant to
other mutually agreeable forms of stock registration, with
full piggyback registration rights. Stock issued to Executive
pursuant to this arrangement will be at no cost to Executive.
b) ANNUAL COMPENSATION.
i) Base Salary. CRSI shall pay to Executive an initial annual
base salary at a rate not less than $175,000.00 ("Salary"), to
be paid in accordance with CRSI's salaried employee policies.
CRSI will increase this salary at the rate of 12% per year on
each anniversary date of the Effective Date. Salary is
expected to cover Executive's family portion of Health Care
Insurance.
ii) Annual Bonus. CRSI shall pay to Executive an annual
bonus payment equal to an amount to-be-defined prior to the
end of each calendar year throughout the Term of this
Agreement, to be paid by March 31 following the end of the
fiscal year for which the bonus is calculated. CRSI shall pay
the bonus in cash, CRSI's common stock or a combination of
both, at the election of Executive. If the bonus is paid in
common stock of CRSI and CRSI is a public entity, the company
shall register the stock with the Securities and Exchange
Commission ("SEC") pursuant to an SB.2 Registration or a
mutually agreeable form of stock registration, with full
piggyback registration rights, within 2 weeks of issuing the
stock to the executive. Stock issued to Executive pursuant to
this bonus arrangement will be at a 50% discount to the BID
price of CRSI common stock price for the preceding 30 days.
c) STOCK OPTIONS. CRSI will offer to Executive the opportunity to
participate in its executive employee stock option programs. The
opportunity for Executive shall be exercisable at a purchase
price equal to the closing bid price of CRSI common shares on the
date of the grant(s) and shall be exercisable anytime during the
period of ten years following the date of the grant(s).
d) SALES COMMISSIONS. CRSI will pay Executive Business Development
Fees when either 1) Executive identifies a Health Care
organization or a full- or part-time position that the Company
places a professional into, and 2) when Executive identifies a
Health Care individual that the Company places into a paying
position (collectively, "Introduced Placements"), as follows:
i) One-time Placement Fees - an amount equal to one and one-half
percent (1.5%) of any one-time placement fees for the above-
mentioned Introduced Placements, for a period of three (3)
years
ii) Per-Diem Fees - an amount equal to one and one-half percent
(1.5%)of all fees received by the Company as payment for all
services generated by the above-mentioned Introduced
Placements for a period of three (3) years
iii) Member Fees - an amount equal to one and one-half percent
(1.5%) of all fees received by the Company from Nurses and/or
Medical personnel sourced by Consultant for services rendered
by the Company to the individuals, including, but not limited
to, credit card fees, membership fees, travel arrangement
fees, mortgages, purchases, etc., for a period of three (3)
years
e) OTHER BENEFITS. Executive shall be entitled to participate in
all other current and future CRSI employee benefit plans,
programs and arrangements that apply to CRSI's executive or
general employees.
f) VACATIONS AND OTHER LEAVES. Executive shall be entitled to 1) an
aggregate paid vacation of not less than six weeks and five
personal leave days for each twelve-month period of the Term, and
2) paid holidays in accordance with CRSI policy covering
executive employees.
g) EXPENSES. Executive shall be reimbursed within ten business days
for all reasonable and customary expenses incurred by Executive
in performing services hereunder, including all expenses of
travel and accommodations while conducting CRSI business.
6) TERMINATION BY CRSI.
a) DEATH. Executive's employment shall terminate upon his death.
b) DISABILITY. Executive's employment shall terminate if, as a
result of Executive's incapacity due to physical or mental
illness, Executive is absent from his duties on a full time basis
for an entire period of twelve consecutive months and he does not
return to such duties within thirty days after his receipt of
written notice hereof.
c) CAUSE. CRSI may terminate Executive's employment thirty days
from Executive's receipt of notice in reasonable detail of the
following:
i) Conviction of a felony.
ii) Gross misconduct that did not cease within ten business
days after Executive's receipt of written notice from CRSI of
the specific conduct at issue and a demand to rectify the
conduct.
iii) Willful misconduct that is intended to and does have a
material adverse impact on CRSI.
7) DISPUTE. If Executive notifies CRSI within thirty days after receipt
of a notice of termination that a dispute exists concerning the
termination, the termination shall be abated and Executive shall be
entitled to receive the compensation defined in Paragraph 5 hereof
until the dispute is finally resolved.
8) TERMINATION BY EXECUTIVE.
a) Executive may terminate his employment voluntarily upon thirty
days' prior written notice to CRSI.
b) Executive may terminate his employment immediately for the
following:
i) CRSI's material breach of this Agreement that is not cured
within ten business days of its receipt of notice from
Executive of the specific conduct at issue and a demand to
rectify the conduct.
ii) Diminution of Executive's title or authority.
iii) After a "Change in Control", which occurs when any of
the following occurs:
(a) (a) Any "person" (as used in Paragraphs 13(d) and 14(d)
of the Securities Exchange Act of 1934) is or becomes
the "beneficial owner" (as used in Rule 13d-3 thereunder),
directly or indirectly, of CRSI securities representing
30% or more of the combined voting power of CRSI's then
outstanding voting securities.
(b) Upon a reorganization, merger or consolidation where the
shareholders owning CRSI voting shares prior thereto do
not own 50% of CRSI voting shares immediately thereafter.
(c) CRSI shareholders approve a plan of complete liquidation
of CRSI or an agreement for the sale or disposition by
CRSI of all or substantially all of its assets.
9) COMPENSATION UPON TERMINATION.
a) DISABILITY.
i) CRSI shall pay to Executive (1) all unpaid amounts to which
Executive is entitled as of the termination date within ten
business days of that date and (2) all other unpaid amounts
under any compensation or benefit plan or program in
accordance with the terms of the applicable plan or program
(collectively, "Accrued Obligations").
ii) CRSI shall pay Executive an amount equal to one and one-
half (1.5) times the sum of (1) Executive's annual base salary
at the rate in effect on the date of termination and (2) the
average of the annual bonuses earned by Executive in the three
fiscal years ended immediately prior to the date of termination,
in eighteen equal consecutive monthly installments beginning on
the date of termination ("Severance Payments").
iii) CRSI shall maintain in force for a period of two (2)
years following the date of termination the same medical,
dental, life, directors and officers and all other insurance
coverage as existed immediately prior to the date of
termination ("Insurance Coverage").
b) DEATH. If employment is terminated by death, CRSI shall pay the
Accrued Obligations and the Severance Payments to the
representative of Executive's estate.
c) CAUSE. If employment is terminated for a cause as set forth in
Paragraph 6(c), CRSI shall in any event pay the Accrued
Obligations and all unexercised stock options previously awarded
to Executive. If any amount is deemed by CRSI to be payable to
the company as a result of an activity which precipitated the
Executive's termination for cause, such amount shall:
i) Be offset against any amounts due Executive from the payment
of Accrued Obligations and,
ii) Be placed in escrow until such time that the matter is
resolved between the parties.
d) CHANGE OF CONTROL. If employment is terminated either following a
Change in Control or while a Potential Change in Control (defined
below) is pending, CRSI shall pay, in addition to Accrued
Obligations and Insurance Coverage, a Change in Control Severance
Payment to be paid in a lump sum within five business days after
the date of termination in an amount equal to the sum of the
Executive's base salary at the rate in effect as of the date of
termination and the average of the annual bonuses earned by the
Executive in the three fiscal years ended immediately prior to
the date of termination, multiplied by three. The Executive has
the option of receiving this payment in cash or CRSI stock or any
combination thereof. If the Executive elects to accept CRSI
stock in payment of amounts due him, such stock shall be valued
at a 50% discount to the average closing bid price for the thirty
(30) trading days immediately prior to the payment date. A
"Potential Change in Control" occurs when any of the following
has occurred:
i) CRSI enters into an agreement, the consummation of which would
result in the occurrence of a Change in Control.
ii) CRSI or any Person (defined in Paragraph 7 hereof) publicly
announces an intention to take or to consider taking actions
that if consummated would constitute a Change in Control.
iii) Any such Person becomes the Beneficial Owner (defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of CRSI representing 20% or more of either the then
outstanding shares of CRSI common stock or the combined voting
power thereof.
iv) The Board adopts a resolution that a Potential Change in
Control has occurred.
e) OTHER TERMINATION. If employment is terminated for any other
reason, CRSI shall pay the Accrued Obligations and Severance
Payments and shall provide Executive with outplacement services
commensurate with his position.
10) ANY TERMINATION OTHER THAN CAUSE.
i) Executive or his representative shall be entitled to immediate
exercise of all outstanding stock options for a period of one
year following the date of termination.
ii) Unvested stock options shall immediately become fully
vested and exercisable for a period of one year and any
unvested restricted shares shall become fully vested.
iii) CRSI shall pay Executive, at the same time that bonuses
are paid to other CRSI executives, a bonus payment equal to
the previously described Bonus for Executive for such fiscal
year, pro-rated to reflect the number of days of employment in
such fiscal year through and including the date of termination.
iv) If Executive so elects, CRSI shall purchase within ten
(10) business days all of Executive's shares, options,
warrants and any other rights relating to CRSI public or
private stock at the closing bid price on the date of
Executive's election.
11) DEFERRED LIABILITY
a) Executive and CRSI agree that, if during the Term hereof,
Executive continues to perform his duties and accepts a lower
base salary, bonus or benefits all as defined in Paragraph 5
above in order to conserve cash for CRSI, the difference between
such amount due to Executive in accordance with this agreement
and amounts actually received by him shall be recorded as a
liability ("Deferred Liability") of CRSI and shall remain a
liability of CRSI until paid. Executive has the right to accept
cash, CRSI stock or CRSI stock options or any combinations
thereof in payment of this Deferred Liability. If Executive
agrees to accept CRSI stock in full or partial payment of this
Deferred Liability due him, the CRSI stock shall be valued at the
average closing bid price for the thirty (30) trading days
immediately prior to the payment date less a discount of 50%. If
Executive agrees to accept CRSI stock options in full or partial
payment of this Deferred Liability due him, the CRSI stock
options shall be purchased at the higher of:
i) the lowest price offered by the Company to any employee or
third party within the past twelve (12) months prior to the
payment date, or
ii) $.01 per share.
12) NON-SOLICITATION; NONCOMPETE.
a) Executive shall not during the Term:
i) Solicit CRSI executive employees with the intent of inducing
them to leave CRSI. (unless following a Change in Control).
ii) Engage in a business that is in direct competition with
CRSI without CRSI's prior written consent, which consent shall
not unreasonably be withheld, provided that Executive may
engage in investment banking and passive investment
activities, and may also (1) engage in noncompetitive
businesses of an entity that also operates a business that is
in competition with CRSI and (2) serve as an outside director
of an entity that operates a business that is in competition
with CRSI, if the competitive business does not account for
more than 10% of the consolidated revenues of such entity.
13) PROTECTION OF CONFIDENTIAL INFORMATION.
a) Executive shall during the Term and for one year thereafter:
i) Keep secret all confidential CRSI information that is not
otherwise in the public domain.
ii) Disclose such information only to those to whom
disclosure is reasonably necessary or appropriate in
connection with the performance of his duties for CRSI or in
compliance with legal process.
iii) Deliver to CRSI on termination of employment all
memoranda, notes, records, customer lists, reports and other
documents (and all copies thereof) in his possession that
contain confidential CRSI information that was obtained while
employed by CRSI.
b) CRSI has the right to have such provisions specifically enforced
by a court because a breach or threatened breach of these
provisions will cause irreparable injury to CRSI that money
damages cannot adequately remedy.
14) SUCCESSORS; BINDING AGREEMENT.
a) This Agreement is not assignable.
b) CRSI will require any successor expressly to assume this
Agreement. The failure to so assume is a material breach under
Paragraph 6d.
c) This Agreement and all rights of Executive hereunder shall inure
to the benefit of, and be enforceable by, Executive's personal or
legal representatives, executors, administrators, successors,
heirs, distributes, devisees and legatees, to whom any amounts
payable to Executive hereunder shall be paid in accordance with
the terms of this Agreement.
15) ARBITRATION. The parties shall settle all disputes related to
this Agreement by good faith mediation and, failing that, by binding
arbitration under the rules of the American Arbitration Association
in New York, NY. Arbitration must be initiated within one year of
the conduct or omission giving rise to the claim or the claim is
barred. No punitive or similar damages may be awarded. CRSI shall
advance the arbitration costs and the prevailing party may seek
reimbursement from the other party of its fees and expenses in
arbitration. Judgment may be entered on the arbitrator's award in
any court having jurisdiction.
16) NOTICE. Notices shall be in writing and shall be delivered by
any means by which delivery is verified to the following addresses:
a) If to CRSI:
Care Recruitment Solutions International, Inc
Administration and Executive Division
0000 Xxxx Xxxx Xxxxx Xx
Xxxxxxxxx, XX 00000
Attention: Chairman of the Board
b) If to Executive:
Yitzchak ("Ytzik") X. Xxxxxx
00-00 000xx Xxxxxx
Xxx Xxxxxxx, XX 00000
17) MISCELLANEOUS.
a) This Agreement may be amended if in writing signed by both parties.
b) A waiver of any breach hereof shall not be deemed a waiver of the
same or other provisions.
c) This Agreement sets forth the entire agreement of the parties
with respect to its subjects and there are no agreements with
respect to the subject matter hereof that are not set forth
expressly in this Agreement.
d) This Agreement shall be governed by the laws of the State of
Florida without regard to its conflicts of law principles.
e) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full
force and effect.
f) This Agreement may be executed in one or more counterparts and by
facsimile signature each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as set
forth below.
For CRSI:
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Print name and title:
Xxxxxx X. Xxxxxxx,
Chairman, President & CEO
For EXECUTIVE:
By: /s/ Yitzchak ("Ytzik") X. Xxxxxx
--------------------------------
Yitzchak ("Ytzik") X. Xxxxxx
[End]
