EMPLOYMENT AGREEMENT
AGREEMENT made as of the 1st day of September, 2000 by and between Xxxxxx
Xxxxxxx (hereinafter referred to as "the Employee") and New York Cross Harbor
Railroad Terminal Corporation, New York Regional Railroad, OSK Capital 1 and CH
Proprietary, a New York Corporation, Delaware Corporation, and New Jersey
Corporation respectively having their principal place of businesses located at
0000 Xxxxx Xxx., Xxxxxxxx, Xxx Xxxx (hereinafter referred to collectively as
"the Company").
WHEREAS the parties hereto have negotiated a mutually satisfactory
arrangement for the employment of Xxxxxx Xxxxxxx by the Company;
Now therefore, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. Employment. The Company hereby employs Xxxxxx Xxxxxxx to act as the
President New York Regional Rail Corporation, New York Cross Harbor and CH
Proprietary and Xxxxxx Xxxxxxx hereby accepts such employment upon the terms and
conditions hereinafter set forth.
2. Term. The term of this Agreement shall be one (1) year commencing on
the date first above written. The Company hereto may terminate this Agreement at
any time "for cause" or a disability whereby the Employee is unable to perform
the duties set forth in this Agreement for a period of three consecutive months.
The Agreement shall automatically renew for a period of one (1) year unless
either party gives the other written notice 60 days prior to the end date of the
contract that the party wishes to terminate the renewal.
3. Compensation.
A. Regular Compensation
As compensation for the services rendered by the employee, the Company
agrees to allow use of Corporate facilities as necessary for the Employee,
related to his employment with the Company including an automobiles
allowance not to exceed $600 per month until the termination of this
Agreement. Any personal, relocation or living expenses in excess of this
amount will be the responsibility of the Employee. The Company will also
pay to the Employee the amount of $6,400.00 per month.
B. Bonus Compensation
The employee shall also be entitled to the following Bonus Compensation
pursuant to the achievement of the following terms.
(i) Stock Options
After each one year period of this agreement the Employee shall be
entitled to the following Bonus Compensation. For each one million
dollar increase in gross sales revenues above the previous years
gross sales revenues of the New York Cross Harbor Railroad, the
Company shall grant the Employee 100,000 stock options in New York
Regional Rail Corp. First year's option exercise price shall be 100
% of the value of the closing stock price of New York Regional
Railroad's common stock symbol "NYRR" traded on the NASDAQ Exchange,
as reported by such exchange on the execution date of this
agreement. Each year thereafter, said option price shall be 100 % of
the value of the closing stock price of New York Regional Railroad's
common stock symbol "NYRR" traded on the NASDAQ Exchange as reported
by such exchange commencing on each one year anniversary of the date
of this agreement.
Said grant will be paid within 30 days of the Company closing of its
books for the 3rd Quarter of the Calendar year.
(ii) Monetary Bonus Compensation
After each one-year period of this agreement the Employee shall be
entitled to the following Bonus Compensation. The Company also shall
pay the Employee five (5) percent of the first one million dollars
increase of gross sales, and 2.5 percent of any gross sales above
one million dollars. Said increase in gross sales shall be
determined by subtracting the previous years gross sales revenues of
New York Cross Harbor from the current years gross sales revenues as
reported in the Company's Federal Tax Returns.
At the request of the Employee earned compensation in Section 3(ii),
above may be used to reduce the option exercise price as stipulated
in Section 3(i) of this Agreement. Such reduction if requested in
writing will be made using the following formula. Number of options
granted multiplied by the original option exercise price minus
Monetary Bonus Compensation divided by the number of options
granted. If this new exercise price is less than $0.01, the options
granted will be exercisable at $0.01 and the employee shall be
entitled to the difference between the Monetary Bonus Compensation
and the reduction in option exercise cost.
Said Monetary Bonus Compensation will be paid within 30 days of the
Company closing of its books for the 3rd Quarter of the Calendar
year.
C. Vacation Time:
The Employee shall be entitled to three (3) weeks paid vacation after each
one year of service while this Agreement is in effect.
4. Duties. The Employee shall devote himself diligently to the promotion
of the Company's interests the Employee shall provide, but not be limited to the
usual services provided as the President and those duties reasonably requested
of him by the Board of Directors. The Employee, working with the Company's Board
of Directors, Consultants and Advisors, shall identify and nominate a candidate
to serve as the Company's Chief Executive Officer and/or an Operating Officer,
when, if and as needed.
To avoid any appearance of impropriety any and all agreements between any entity
to which the Employee maintains an interest shall require the prior approval of
the Company's Board of Directors.
5. Expenses. During the term of this Agreement the Company shall pay, or
reimburse the Employee for, the reasonable and necessary expenses incurred in
connection with his employment, and such other expenses as the Board of
Directors shall specifically approve. The Employee shall be compensated for
business use of his vehicle at the rate of thirty ($0.30) cents per mile.
6. Termination For Cause. At any time during the Term, the Company may
terminate the employee's employment hereunder for Cause (as defined herein),
effective immediately upon notice to the Employee.
For purposes of this Agreement, Cause shall mean: (1) the Employee
breaches, neglects or fails to diligently perform to the reasonable satisfaction
of the Company any or all of his duties under this Agreement, (2) the Employee
commits an act of dishonesty or breach of trust, or acts in a manner which is
inimical or injurious to the business or interest of the Company, (3) The
Employee violates or breaches any of the provisions of this Agreement, (4) the
Employee's act or omission to act results in or is intended to result directly
in gain to or personal enrichment of the Employee at the Company's expense, (5)
the Employee is indicted for or convicted of a felony or any crime involving
larceny, embezzlement or moral turpitude, (6) the Employee becomes insolvent,
makes an assignment for the benefit of creditors, files or has filed against him
a petition for relief or other proceeding under federal bankruptcy law or state
insolvency law or is assessed, or administered in any type of creditor's
proceedings.
On termination of this Agreement, all rights to compensation and benefits
of the Employee shall cease as of the Date of Termination, except the Employee
shall be entitled to any unpaid portion of his Salary and benefits earned to the
Date of Termination.
7. Vesting. Any options earned by virtue of the successful completion of
the objectives set forth in Paragraph 3 above shall immediately be deemed
vested. The option rights identified in this Agreement shall expire upon the
earlier of one year from the date of vesting or 90 days following the
termination of this Agreement. Upon any termination of this Agreement all rights
to any unvested options shall be terminated.
8. Personal Contract. The obligations and duties of the Employee hereunder
shall be personal and not assignable or delegable by him in any manner
whatsoever.
9. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns.
10. Notice. Any notice required to be given by this Agreement shall be
delivered in hand to the person to whom such notice is addressed or mailed to
such person by certified mail to the following appropriate address:
To The Company: Xxxxxx X. Xxxxxx, Esq
Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxx & Xxxxx, P.C.
000X Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
o Xxxxxx Xxxxxxx: Xxxxxx Xxxxxxx
0 Xxxx 00xx Xxxxxx Xxx 0X
Xxx Xxxx, XX 00000
11. Governing Law. This Agreement shall be governed, construed and
enforced according to the laws of the State of New Jersey and no other. All
actions, whether sounding in contract or in tort, shall be instituted and
litigated in the State of New Jersey and the parties hereto submit to the
jurisdiction of the courts of the State of New Jersey, specifically the United
States District Court of New Jersey and/or Superior Court of New Jersey.
12. Nondisclosure. At all times during and after the Term, the Employee
shall keep confidential and shall not, except with the Company's express prior
written consent, or except in the proper course of his employment with the
Company, directly or indirectly, communicate, disclose, divulge, publish, or
otherwise express, to any Person, or use for his own benefit or the benefit of
any Person, any trade secrets, confidential or proprietary knowledge or
information, no matter when or how acquired, concerning the conduct and details
of the Company's business, including without limitation names of customers and
suppliers, marketing methods, trade secrets, policies, prospects and financial
condition. For purposes of this Section, confidential information shall not
include any information which is now known by or readily available to the
general public or which becomes known by or readily available to the general
public other than as a result of any improper act or omission of the Employee.
13. Entire Agreement. It is specifically stipulated that there are no
verbal agreements or understandings between the parties hereto affecting this
Agreement, and that this Agreement constitutes the sole agreement between the
parties. All prior employment agreements between the Employee and the Company
(and/or any of its affiliates) are hereby terminated as of the date hereof as
fully performed on both sides.
In Witness Whereof the parties hereto have caused this Agreement to be
executed, sealed and delivered, in the case of the Company by its officer
thereunto duly authorized, as of the date first above written.
THE COMPANY
By: ______________________________
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Xxxxxx Xxxxxxx
