EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made and entered into as of the
8th day of June, 2004, by and between:
(i) XXXXX XXXXXX XXXXXXXX III, an individual of Plantation, Florida (the
"Employee") and
(ii) 21ST CENTURY HOLDING COMPANY, a Florida corporation with offices and
place of business in Plantation, Florida (the "Company").
PRELIMINARY STATEMENT
WHEREAS, the Company is engaged in the insurance business and desires to employ
Employee and to secure for the Company the benefit of Employee's experience,
efforts and abilities in connection with the business of the Company, all as
provided herein; and
WHEREAS, the Company has and will continue to expend substantial resources in
connection with the aforementioned endeavors; and
WHEREAS, the Company desires to engage Employee as Chief Financial Officer of
the Company to perform accounting and management functions and other services in
connection with the business of the Company, and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Employment. Effective as of May ___, 2004, the Company employs Employee, and
Employee hereby accepts employment by Company, and agrees to serve the Company,
upon the terms and conditions set forth in this Agreement.
2. Term of Employment. The Employee shall be employed for a period of four (4)
year(s) from the date set forth in Paragraph 1 herein (the period of employment
may be referred to as the "Term of Employment").
3. Duties of Employee. So long as employed hereunder, Employee agrees to devote
Employee's full business time and energy to the business and affairs of the
Company, to perform Employee's duties hereunder effectively, diligently and to
the best of Employee's ability and to use Employee's best efforts, skill and
abilities to promote the Company's interests. Employee's duties shall include,
but are not limited to, sales and management functions for the Company, as well
as providing any other services as may be determined by the Company from time to
time in the Company's reasonable discretion.
4. Compensation. For all services to be rendered by Employee to the Company
during the Term of Employment, the Company agrees to compensate Employee and
Employee agrees to accept from Employer, the following compensation:
(a) Base Salary. The Company agrees to pay Employee an annual salary of
ONE HUNDRED THIRTY-SEVEN THOUSAND DOLLARS ($137,000.00) per year payable
biweekly, in the following amount:
TWENTY-SIX HUNDRED THIRTY-FOUR DOLLARS and 62/100 ($2,634.62)
(b) Upon the execution of this Agreement, Employee shall receive 20,000
stock options pursuant to the 2002 Stock Option Plan of 21st Century
Holding Company.
(c) Medical Insurance. In addition to the Employee's salary and bonus, as
set forth above, and so long as Employee is employed by the Company, the
Company agrees to provide and pay the premium cost for medical insurance
coverage for the Employee commensurate with the coverage provided by the
Company for other similarly situated employees.
5. Termination. Employee's employment with the Company may be terminated by the
Company if any of the following shall occur:
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(a) Employee shall be discharged for "good cause" which shall mean that:
(i) there has been continued gross neglect on the part of the
Employee in the performance of Employee's duties under this
Agreement with notice and an opportunity to cure: or
(ii) Employee shall have committed a material breach of any term or
condition of this Agreement; or
(iii) Employee is convicted of a felony or of any crime involving
moral turpitude which is committed by Employee during the term of
this Agreement.
(iv) Employee continued to neglect Employee Handbook Policies and
Procedures.
If Employee's employment with the Company shall be terminated as provided
in this Section 5, the Employee shall be entitled to Employee's base weekly
salary (as provided in Section 4(a) above) prorated only through the date of the
termination of employment.
6. Resignation. If the Employee voluntarily resigns his employment with the
Company with less than 2 weeks advanced notice, the Employee's compensation
shall be reduced one day for each day the advanced notice is less than two
weeks. Also, the Employee agrees to reimburse the Company, if necessary to
comply with this provision.
7. Non-Solicitation of Company Employees Agreement. Employee agrees that for the
period that Employee is employed by the Company and for a period of two (2)
years if Employee resigns or is terminated from the Company, Employee will not,
for any reason, solicit or hire, whether for himself or on behalf of another
company, any of the Company's current employees. Employees of the Company will
be considered "current" for the period of their employment with the Company and
for a period of six (6) months after their resignation or termination from the
Company.
8. Confidentiality Agreement. The Employee recognizes, acknowledges and agrees
that the documents, lists, files, records, data and other information developed
and acquired by the Company, including all information developed and acquired by
the Employee in the course of Employee's employment with the Company as it may
exist from time to time, are considered confidential, and include, but are not
limited to, all information relating to the Company's projects, proposed
projects or applications (the "Confidential Information").
(a) Prohibited Acts. The Employee understands and agrees that all such
Confidential Information is to be preserved and protected, is not to be
disclosed or made available, directly or indirectly, to third persons for
purposes unrelated to the objectives of the Company, without prior
authorization of an executive officer of the Company, and is not to be
used, directly or indirectly, for any purpose unrelated to the objectives
of the Company without prior written authorization of an executive officer
of the Company.
(b) Continuing Obligations. The Employee understands and agrees that
Employee's obligations under this Agreement, specifically including the
obligations to preserve and protect and not to disclose (or make available
to third persons) or use for purposes unrelated to the objectives of the
Company, without prior written authorization of an executive officer of
the Company, Confidential Information, continue indefinitely and do not,
under any circumstances or for any reason (specifically including wrongful
discharge), cease upon termination of employment; and that, in the event
of termination of the Employee's employment for any reason (specifically
including wrongful discharge), such Confidential Information shall remain
the sole property of the Company and shall be left in its entirety in the
undisputed possession and control of the Company after such termination.
9. Enforcement of Covenants. In addition to all other remedies available at law
or in equity, the covenants contained in Sections 7 and 8 hereof shall be
enforceable by decree of specific performance and/or injunctive relief and shall
be construed as separate covenants covering competition in the geographical
territory set forth, and if any court shall finally determine that the
restraints provided for therein are too broad as to the area, activity or time
covered, then the area, activity or time covered, as the case may be, may be
reduced by such court to whatever extent the court deems reasonable and such
covenants shall be enforced as to such reduced area, activity or time.
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10. Notices. All notices, demands and other communications which may or are
required to be given to or made by either party to the other in connection with
this Agreement shall be in writing, shall be given by hand delivery or by United
States Certified or Registered mail, return receipt requested, postage prepaid,
and shall be deemed to have been given or made when received by the addressee,
addressed to the respective parties as follows:
If to Employee: XXXXXX XXXXXXXX
0000 XX 0 Xxxxxx
Xxxxxxxxxx, XX 00000
If to Company: 21ST CENTURY HOLDING COMPANY
0000 X.X. 0xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
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11. Miscellaneous:
(a) This Agreement has been executed in and shall be governed and
construed in accordance with the laws of the State of Florida.
(b) Unless otherwise provided herein, all rights, powers, and
privileges conferred hereunder upon the parties shall be cumulative and not
restrictive of those given by law.
(c) No failure of any party hereto to exercise any power given such
party hereunder or to insist upon strict compliance by the other party with its
obligations hereunder, and no customary practice of the parties at variance with
the terms hereof, shall constitute a waiver of a party's right to demand exact
compliance with the terms hereof.
(d) Time is of the essence in complying with the terms, conditions
and provisions of this Agreement.
(e) This Agreement contains the entire agreement of the parties
hereto pertaining to the subject matter hereof, and no representation,
inducements, promises or agreements between the parties not contained herein
shall be of any force or effect.
(f) This Agreement is binding upon and shall inure to the benefit of
the Company, its successors and assigns and the Employee and his respective
heirs, personal representatives, successors and assigns.
(g) Any amendment to this Agreement shall not be binding upon the
parties to this Agreement unless such amendment is in writing and due executed
by all the parties hereto.
(h) In the event any litigation or controversy arises out of or in
connection with this Agreement between the parties hereto, the prevailing party
in such litigation or controversy shall be entitled to recover from the other
party or parties all reasonable attorney's fees, expenses and suit costs,
including those associated with any appellate or post-judgment collection
proceeding.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day, month and year first above written.
/s/ Xxxxx Xxxxxx Xxxxxxxx III
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XXXXX XXXXXX XXXXXXXX III
(the "Employee")
21ST CENTURY HOLDING COMPANY
a Florida corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: President
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(the "Company")
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