EXHIBIT 10-3
EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of the 19th day of July, 1995,
by and between HEART LABS OF AMERICA, INC., a Florida corporation, hereinafter
called the "Corporation", and XXXX XXXXX, hereinafter called the "Employee".
In consideration of the covenants herein contained and the monies to be
paid hereunder, the parties agree to the following terms and conditions:
1. EMPLOYMENT. The Corporation hereby employs the Employee, and the
Employee hereby agrees to such employment, on the terms and conditions described
in this Agreement. The Employee is being employed directly by the Corporation as
a salaried employee who will be compensated for the services rendered as herein
provided.
2. DUTIES AND PERFORMANCE. During the term of this Agreement, the Employee
agrees to devote his best efforts to perform such duties as shall be determined
by and at the reasonable discretion of the Corporation's Board of Directors.
3. COMPENSATION.
(a) BASE SALARY. During the term of this Agreement, the Corporation
shall pay to the Employee, as compensation for his services hereunder, a base
salary of SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00) per year (the "Annual Base
Salary"), which Annual Base Salary shall be payable in twenty-six (26)
consecutive equal bi-weekly installments of Two Thousand Eight Hundred
Eighty-Four Dollars and Sixty-Two Cents ($2,884.62) each, provided; however,
that in the event the Corporation changes its payroll policy which pertains to
the frequently of salary payments for its employees, the frequency of payment of
the Annual Base Salary shall be adjusted accordingly, but no less frequent than
monthly.
(b) BENEFITS. Employee shall be entitled to health care benefits,
vacation and sick time with pay, in accordance with those provided by
Corporation to other salaried employees.
4. TERM OF AGREEMENT. The obligations of the parties hereunder shall
commence on July 19, 1995, and end on July 18, 1997, unless extended by the
written agreement of both parties hereto.
5. TERMINATION OF EMPLOYMENT.
(a) The Employee may elect to terminate the Employee's employment at
any time, provided that the Employee shall deliver to the Corporation written
notice of such intention not less than ninety (90) days prior to the effective
date of termination.
(b) During the first year of this Agreement, the Corporation may
elect to terminate the Employee's employment, with cause, at any time, provided
that the Corporation shall deliver to the Employee written notice of such
intention not less than thirty (30) business days prior to the effective date of
termination. The Corporation shall be deemed to have sufficient cause to
terminate Employee's employment upon the
occurrence of any of the following: (i) Employee is convicted of a felony, and
(ii) dishonesty materially affecting employment.
(c) In the event of the termination (whether by Employee pursuant to
(a) above or by Corporation pursuant to (b) above) of the Employee's employment
with the Corporation, the Corporation's obligations to the Employee for Annual
Base Salary shall be limited to the amount of any Base Salary which has accrued
but has not been paid through the effective date of termination.
6. ATTORNEY'S FEES AND COSTS. In connection with any action arising out of
or concerning this Employment Agreement, the prevailing party shall be entitled
to recover reasonable attorney's fees and costs, whether incurred at trial, on
appeal or otherwise.
7. INVALID PROVISION. The invalidity or unenforceability of a particular
provision of this Agreement shall not affect the other provisions hereof, and
the Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
8. MODIFICATION. No change or modification of this Agreement shall be
valid unless in writing and signed by the parties hereto.
9. APPLICABLE LAW AND BINDING EFFECT. This Agreement shall be governed by
and interpreted under the laws of the State of Virginia, and shall inure to the
benefit of and be binding upon the parties hereto and their heirs, personal
representatives, successors and assigns.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Agreement
on the date set forth above.
Signed, sealed and delivered HEART LABS OF AMERICA, INC.,
in the presence of: a Florida corporation
/S/ XXXX XXXXXX By:/S/ XXXXXXXXX WIT 7/19/95
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_______________________________ /S/ XXXX XXXXX 7/17/95
Xxxx Xxxxx
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