Exhibit 10(v)
SUNGROUP, INC.
EMPLOYMENT AGREEMENT
XXXXX X. XXXXXXX
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 9th day of September, 1997 by and between SunGroup, Inc., a Tennessee
Corporation (the "Company") and XXXXX X. XXXXXXX (a/k/a Xxx Xxxxxxx), a
resident of Sarasota, Florida (the "Employee").
WITNESSETH
WHEREAS, Company desires to engage Employee to be a key person in the
operation of the Company at it's corporate office: 0000 Xxxxx Xxxxx, Xxxxx
000X, Xxxxxxxx, Xxxxxxx 00000-0000.
WHEREAS, Employee has made many important contributions to the Company
and to the industry as a whole; and
WHEREAS, the parties hereto desire to set forth in this Agreement the
terms, duties and compensation of Employee for the services to be performed by
Employee pursuant to this Agreement.
NOW, THEREFORE, for and in consideration of the premises, the mutual
covenants and agreements set forth herein, the parties hereto do hereby agree
as follows:
1. Employment and Term. Company does hereby employ Employee and
Employee does hereby agree to enter into the employment of Company
for the compensation provided under the terms and conditions
hereinafter set forth. The term of this Agreement shall commence
on September 18, 1997 (the "Commencement Date") and shall continue
for a term ending on the first to occur of the death of the
Employee, or December 31, 1999, unless continued by written
agreement of both parties or terminated as set forth herein.
Company and Employee both concur that this contract should be
extended by January 31, 2000, if both parties want to continue the
employment relationship. Employee should take the responsibility
to initiate contract extension discussions in 1999.
2. Services. Employee is engaged by the Company to perform as Vice
President for the Company and the duties of Employee in such
capacity shall include, without limitation, being the Chief
Financial Officer of the Company (sometimes herein referred to as
the "Services").
3. Compensation. For the rendering of the Services, Company shall
pay Employee as follows: see "Exhibit A", attached hereto and made
part hereof this Employment Agreement.
4. Scope of Service and Supervision. The Employee shall devote a
substantial amount of time, attention and energies to the
performance of the Services. The performance of the Services
shall be under the authority of the President of the Company or
such other person(s) as the President of the Company shall
designate to exercise supervisory control over Employee's
performance of Services. It is imperative that Employee deliver a
commitment of extra hours and focused attention to the Company's
needs.
5. Information Confidential. Employee shall not divulge, disclose or
communicate, either verbally or in writing, directly or
indirectly, to any other person or persons, firm or corporation,
and shall not make use of, either directly or indirectly, the
client lists, financial and cost information, brochures,
contracts, and agreements, personnel information, special methods,
general methods or other business secrets of Company, the same
being deemed, as between the parties hereto, to be important,
material and confidential and to affect the effective and
successful conduct of the business of Company and its goodwill.
Further, Employee shall not make known or divulge any information
acquired from Company, either directly or indirectly, to any
person or persons or firms or corporations in competition with or
contemplated competition with Company.
6. Termination by Company for Cause or Due to Death or Disability.
(a) If the Employee is unable to perform the Services, due to
disability or otherwise, for a period of ten (10) consecutive
days, or for fifteen (15) days in any period of twelve (12)
consecutive months, or if the Employee violates any of his
obligations herein, or if the Employee fails to perform Services
in a prompt, workmanlike manner, then, in any such event, the
employment thereunder may be terminated by the Company, at its
option at any time by written notice to the Employee. If the
employment is terminated pursuant to this paragraph, such
termination shall become effective on the date specified in the
notice of termination.
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(b) If termination pursuant to this paragraph is for any cause
other than disability, thereafter the Employee shall be
entitled to no further compensation or benefits from Company,
and the Employee shall be entitled only to that amount of Base
Salary which is due and payable for the period from the last
payment of an installment to the date of termination.
(c) If employment is terminated pursuant to this paragraph due to
disability, or it terminated upon death of the Employee,
thereafter Employee, his personal representatives, successors
and assigns shall be entitled to any vested rights the
Employee may have under any insurance or benefit plan from
Company.
(d) The Employee may, by written notice to the Secretary of
Company, designated any persons to be the beneficiary or
beneficiaries of all, or any portion, of the payments
prescribed by this Agreement to be made by the Company after
his death, and in the absence of any such designation, any
such payments shall be made to his estate.
7. Assignment. Neither the rights nor obligations under this
Agreement may be assigned by any party, except that it shall be
binding upon and inure to the benefit of any successor of the
Company in the ownership or operation of the Company, whether by
merger, sale of assets, reorganization or otherwise. Any new
owner of the Company must accept and honor this Agreement and
Employee agrees that this Agreement is automatically assigned to
any new owner of the Company without any consent or approval
needed from Employee.
8. Notices. Any notice expressly provided for under this Agreement
shall be in writing, shall be given either manually or by mail,
telegram, radiogram or cable, and shall be deemed sufficiently
given when actually received by the party to be notified or when
mailed, if mailed by certified or registered mail, postage
prepaid, addressed to such party as his address set forth below.
Either party may, by notice to the other party given in the manner
provided for herein, change his address for receiving such
notices.
(a) If to Company, to:
SUNGROUP, INC.
0000 Xxxxx Xxxxx, Xxxxx 000 X
Xxxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxx X. Xxxxxxxxx, President
(b) If to the Employee, to:
XXXXX X. XXXXXXX
0000 Xxxxx Xxxxxxxx
Xxxxxxxx, Xxxxxxx 00000
9. Governing Law. This Agreement shall be executed, construed and
performed in accordance with the laws of the State of Florida.
10. Entire Agreement. This Agreement constitutes the entire agreement
between the parties in connection with the subject matter hereof
and supersedes all prior and contemporaneous agreements and
understandings in connection with such subject matter. No
covenant or condition not expressed in this Agreement shall affect
or be effective to interpret, change or restrict this Agreement.
No change, termination or attempted waiver of any of the
provisions of this Agreement shall be binding unless in writing
signed by the Employee and on behalf of the Company by an officer
other than Employee, thereunto duly authorized by the Company's
Board of Directors. No modification, waiver, termination,
rescission, discharge or cancellation of this Agreement and no
waiver of any provision or default under this Agreement shall
affect the right of any party to enforce any other provision or to
exercise any right or remedy in the event of any other default.
11. Severability. If any term or provision of this Agreement, shall
be invalid or unenforceable to any extent or application, then
the remainder of this Agreement shall be valid and enforceable to
the fullest extent and the broadest application permitted by law.
All of the terms and provisions of this Agreement shall survive
the termination of the period that Employee is employed by the
Employer, whether such termination is voluntary or involuntary, or
initiated by Employee or the Employer.
12. Waiver of Breach. The waiver by either party of any provision of
this Agreement shall not operate or be construed as a waiver of
any subsequent breach by the other party.
13. Headings. The sections, subjects and headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
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14. Employee Advancement. Employee and Company want to look forward
to a long relationship and the building of a material appreciation
for each other's contributions and plans. Company advancement
opportunities are based on superior performance and the Employee's
record-to-date at the Company is favorable and positive. Employee
is encouraged to build upon this record. Employee will be measured
by department leadership, overall Station performance and the
individual contributions of Employee.
15. Counterparts. This Agreement may be executed in multiple
counterparts, none of which must be signed by all of the parties
hereto, but all of which together shall constitute one document.
IN WITNESS WHEREOF, the Employee has executed this Agreement, and the
Company has caused this Agreement to be executed on behalf of the Company by
its officer thereunto duly authorized all as of the date first above written.
SUNGROUP, INC. & THE EMPLOYEE
By: /s/XXXX X. XXXXXXXXX, PRESIDENT By: /s/ XXXXX X. XXXXXXX, VICE PRESIDENT
& CHIEF FINANCIAL OFFICER
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"EXHIBIT A"
BASE SALARY:
1998: $75,000 per year
1999: $80,000 per year
INCENTIVE COMPENSATION:
Bonuses based on merit and performance. Amounts to be determined by the
President of the Company.
BENEFITS:
Employee will be eligible to participate in Company insurance and other
benefit plans, as any other employee, as benefit plans may be offered.
Employee will be reimbursed for all reasonable and necessary business expenses
incurred on behalf of the Company.
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