EXHIBIT 6.12
EMPLOYMENT AGREEMENT
This Employment Agreement (Agreement) is made this 23rd day of July,
1999 and entered into between 1-800-AutoTow Gulf Coast East, Inc., a Florida
corporation ("Company"), and Xxxxx Xxxx, ("Employee").
RECITALS
A. Company is a corporation engaged in the business of providing towing and
other services in the transportation industry. Employee is an individual
possessing unique operating talents of value to the Company.
B. Company desires to employ Employee as an Area Administrative Assistant
and in such other capacities as agreed on from time to time in writing by
Employee and Company, and Employee desires to accept such employment, on
the terms and conditions set forth in this Agreement. This position will
be located at 0000 X. Xxxxxxxx, Xxxxx, Xxxxxxx.
C. Company and Employee each desire to prevent other competitive businesses
from securing Employee's services and utilizing Employee's experience,
background, confidential information and inventions as hereinafter set
forth.
AGREEMENT
In consideration of the foregoing recitals and the covenants and
agreements of the parties contained herein, the parties do hereby agree as
follows:
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1. Employment: Company hereby hires Employee to perform the duties and render
the services hereinafter set forth in Section 2, for a period of one (1) year,
commencing August 1, 1999 (the "Employment Term"), subject to earlier
termination as herein provided, and Employee hereby accepts said employment and
agrees to perform said services during the term of this Agreement. This
Agreement may be terminated by the Company prior to the expiration of the
one-year term only as set forth below. At the expiration of the term of this
Agreement future employment with 1-800-AutoTow Gulf Coast East, Inc., will be on
an at-will basis.
2. Duties: Employee agrees to render to the Company the services as Area
Administrative Assistant of the Company as outlined in Attachment A.
3. Compensation: As compensation for her services to be performed hereunder,
Company shall provide Employee with a Base Salary for all services rendered by
Employee to Company hereunder, of $28,000 per year, which shall commence the
date of acquisition of Arrow Towing & Recovery, Inc., by 1-800-AutoTow.
Other Benefits: Company shall provide Employee with such other
employment benefits, including without limitation, medical insurance
and disability insurance, as is provided by Company to its other
employees.
4. Termination: This Agreement and Employee's employment are subject to
immediate termination at any time as follows:
(a) Death: This Agreement shall terminate immediately upon
Employee's death, in which event the Company's only obligation
shall be payment of all compensation due Employee for services
rendered by Employee prior to the date of her death to
Employee's estate or beneficiary.
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(b) Disability: The Company may terminate Employee's employment in
the event that Employee is disabled from performing all
assigned duties under this Agreement due to illness or injury
for a period in excess of three (3) consecutive months, in
which event the Company's only obligation shall be to pay all
compensation due Employee for services rendered by Employee
prior to the date of her termination.
(c) Termination of Employment With Cause: The Company may
terminate Employee's employment immediately upon written
notice to Employee in the event Employee (1) is convicted of a
felony by a court of competent jurisdiction; (2) commits any
gross misconduct, willful breach, or habitual neglect of her
duties; (3) willfully violates any policy or procedure of the
Company that causes a material adverse effect on the Company;
or (4) uses illegal or controlled substances. In any event,
the Company's sole obligation to Employee shall be payment of
all compensation due Employee for services rendered by
Employee prior to notice of termination under this subsection.
The Company shall give thirty (30) days notice to cure any
conduct set forth herein unless management, in its sole
discretion, determines that a cure is not deemed possible or
appropriate.
(d) Termination Without Cause: The Company in its sole discretion
may terminate Employee's employment without cause or prior
warning immediately upon written notice to Employee in which
event the Company's only obligation shall be to pay all
compensation owing for services rendered by Employee prior to
notice of termination, and to continue paying Employee's base
salary for a period of 2 months after notice of termination or
the balance of the Employee's contract term.
All other Company benefits will be discontinued at the time of
termination.
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(e) Resignation: Upon resignation, Employee shall only be entitled
to compensation earned as of the date of resignation. Any
stock options that have not been vested as of the date of
resignation shall be forfeited. Employee shall give 30 days
notice of resignation in order for an appropriate transition.
Employee agrees to cooperate with the Company upon reasonable
request during the 30 day period.
(f) Company's Sole Obligation: In the event of any termination
pursuant to this Section, the payment of the amounts set forth
in subsections (a) through (e) above as applicable constitute
the sole obligations of the Company and are in lieu of any
damages or other compensation that Employee may claim in
connection with employment with the Company.
(g) Return of Company Property: Upon termination of employment for
any reason, Employee shall immediately return to the Company
without condition all files, records, keys, and other property
of the Company.
(h) In the event that employee is required to relocate outside
of Hillsborough County, Florida, employee may reject such
relocation, and shall: (a) be entitled t o sixty (60) days
notice; (b) be released from any non-competition restraints
whether contained herein or in the "Merger Agreement and Plan
of Reorganization"; and (c) shall not be required to relocate
during the foregoing sixty (60) day period.
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5. Confidentiality: Employee acknowledges and agrees that Employee has been
entrusted with trade secrets and proprietary information regarding the products,
processes, methods of manufacture and delivery, know-how, designs, formula, work
in progress, research and development, computer software and data bases,
copyrights, trademarks, patents, marketing techniques, and future business
plans, as well as customer lists and information concerning the identity, needs,
and desires of actual and potential customers of the Company and its
subsidiaries, joint ventures, partners, and other affiliated persons and
entities ("Confidential Information"), all of which derive significant economic
value from not being generally known to others outside the Company.
(a) During the entire term of Employee's employment with the
Company, and for one (1) year thereafter, Employee shall not
disclose or exploit any Confidential Information except as
necessary in the performance of Employee's duties under this
Agreement or with the Company's express written consent.
(b) Employee acknowledges and agrees that any violation of this
Section would cause immediate irreparable damage to the
Company, and that it shall be extremely difficult or
impossible to determine the amount of damage caused to the
Company. Employee therefore consents to the issuance of a
temporary restraining order, preliminary and permanent
injunction, and other appropriate relief to restrain any
actual or threatened violation of this Section, without
limiting any other remedies the Company may have. Employee
agrees to the sole and exclusive jurisdiction of the Circuit
Court for Palm Beach County, Florida should any dispute arise
out of the employment relationship as defined herein.
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6. Developments: Any and all patents, copyrights, trademarks, inventions,
discoveries, development, or trade secrets developed or perfected by Employee as
the result of Employee's employment with the Company shall constitute the sole
and exclusive property of the Company. Employee shall disclose all such matters
to the Company, assign all right, title and interest Employee may have in
copyright, trademark, or other legal protection.
7. Conflict of Interest: During the term of this Agreement, Employee shall
devote Employee's full working time, ability, and attention to the business of
the Company, and shall not accept other employment or engage in any other
outside business activity which interferes with the performance of Employee's
duties and responsibilities under this Agreement or which involves actual or
potential competition with the business of the Company, except with the express
written consent of the Company.
8. Assignment: This Agreement may not be assigned by Employee, but may be
assigned by the Company to any successor in interest to its business. This
Agreement shall bind and inure to the benefit of the Company's successors and
assigns, as well as Employee's heirs, executors, administrators, and legal
representatives.
9. Notices: All notices and other communications under this Agreement shall be
in writing and shall be delivered personally or mailed by registered mail,
return receipt requested and shall be deemed given when so delivered or mailed,
to a party at such address as a party may, from time to time, designate in
writing to the other party. The initial addresses for notices are as follows:
Employer: 1-800-AutoTow Gulf Coast East, Inc.
0000 X. Xxxxxxxx Xxx., Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Employee: Xxxxx Xxxx
0000 X. Xxxxxxxx
Xxxxx, XX 00000
10. Severability: In the event any provision of this Agreement is void or
unenforceable, the remaining provisions shall continue in full force and effect.
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11. Waiver: No waiver of any breach of this Agreement shall constitute a waiver
of any subsequent breach.
12. Applicable Law: This Agreement shall be construed according to the laws of
the State of Florida. In the event action be brought to enforce any provisions
of this Agreement in the Circuit Court for Palm Beach County, the prevailing
party shall be entitled to reasonable attorneys' fees as fixed by the court.
13. Headings: The paragraph and subparagraph headings herein are for convenience
only and shall not affect the construction hereof.
14. Miscellaneous:
(a) The Employee acknowledges and agrees that the Company's remedy
at law for any breach of any of her obligations hereunder
would be inadequate, and agrees and consents that temporary
and permanent injunctive relief may be granted in any
proceeding that may be brought to enforce any provision of
this Agreement without the necessity of proof of actual damage
and without any bond or other security being required. Such
remedies shall not be exclusive and shall be in addition to
any other remedy, which the Company may have.
(d) This Agreement constitutes the entire Agreement between the
parties regarding the above matters, and each party
acknowledges that there are no other written or verbal
Agreements or understandings relating to such subject matter
between the Employee and the Company or between the Employee
and any other individuals or entities other than those set
forth herein. No amendment to this Agreement shall be
effective unless it is in writing and signed by both the
parties hereto. All prior written or oral agreements
concerning the relationship between the Company and the
Employee are merged in this agreement and are of no legal
effect.
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(e) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original
for all purposes hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
this 23rd day of July, 1999.
1-800-AutoTow Gulf Coast East, Inc. "Employee"
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx Xxxx
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Xxxxxx X. Xxxxxxx Xxxxx Xxxx
Treasurer Employee
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