Executive Contract Agreement
AGREEMENT made as of the 1st day of October, 2001 by and between Blue Ribbon
Group, a North Carolina Corporation (hereinafter referred to as BRG), and New
York Cross Harbor Railroad Terminal Corporation, New York Regional Railroad, OSK
Capital 1, JS Transport 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 contract services of BRG to provide executive management for the
Company.
Now therefore, in consideration of the mutual covenants hereinafter set forth,
the parties hereto agree as follows:
1. Services and Duties. The Company hereby assigns Xxxxxx Xxxxxxx of BRG
to act as the CEO and President of New York Regional Rail Corporation,
New York Cross Harbor Railroad, JS Transport, and CH Proprietary and
Xxxxxx Xxxxxxx hereby accepts such assignment upon the terms and
conditions hereinafter set forth. Xxxxxx Xxxxxxx shall devote himself
diligently to the promotion of the Company's interests. Xxxxxx Xxxxxxx
shall provide, but not limited to, the usual services provided as the
CEO and President and those duties reasonably requested of him by the
Board of Directors.
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 BRG 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 BRG, the Company will
pay to BRG the amount of $9000.00 per month (of which $5000.00 is
to be paid by NYCH and $4000.00 is to be paid by JST). The Company
agrees to allow use of Corporate facilities and automobiles as
necessary for providing the services described in this Agreement.
B. Bonus Compensation
BRG 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 BRG shall
be entitled to the following Bonus Compensation. For
any increase in gross sales revenue above the previous
years gross sales revenues of the New York Cross Harbor
Railroad and JS Transport, the Company shall grant
Xxxxxx Xxxxxxx stock options in New York Regional Rail
Corp. These options will be granted at a rate of 2
stock options for each $10 increase in gross sales
revenue. 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 BRG shall
be entitled to the following Bonus Compensation. The
Company also shall pay BRG five (5) percent of any
increase of gross sales up to an increase of one
million dollars, and 2.5 percent of any gross sales
increase above one million dollars. Said increase in
gross sales shall be determined by subtracting the
previous years gross sales revenues as reported in the
Company's Federal Tax Returns.
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.
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C. Vacation Time.
Xxxxxx Xxxxxxx shall be entitled to five (5) weeks paid vacation
for each one year of service while this Agreement is in effect.
4. Expenses. During the term of this Agreement the Company shall pay, or
reimburse Xxxxxx Xxxxxxx for, the reasonable and necessary expenses
incurred in connection with this agreement, and such other expenses as
the Board of Directors shall specifically approve. Xxxxxx Xxxxxxx shall
be compensated for business use of his vehicle at the rate of thirty
($0.30) cents per mile.
5. Termination For Cause. At any time during the Term, the Company may
terminate this agreement and the assignment of Xxxxxx Xxxxxxx as CEO
and President hereunder for Cause (as defined herein), effective
immediately upon notice to Xxxxxx Xxxxxxx.
For purposes of this Agreement, Cause shall mean that Xxxxxx Xxxxxxx:
(1) breaches, neglects or fails to diligently perform to the reasonable
satisfaction of the Company any or all of this duties under this
Agreement, (2) 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) violates or breaches any of the provisions of the
Agreement, (4) act or omission to act results in or is intended to
result directly in gain to or personal enrichment at the Company's
expense., (5) is indicted for or convicted of a felony or any crime
involving larceny, embezzlement or moral turpitude, (6) 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 BRG shall cease as of the Date of Termination, except BRG
shall be entitled to any unpaid portion compensation earned to the Date
of Termination.
6. 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 the Agreement. Upon any termination of the
Agreement all rights to any unvested options shall be terminated.
7. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns.
8. 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.
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
To Blue Ribbon Group: Xxxxxx Xxxxxxx
Blue Ribbon Group
000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxxx, XX 00000
9. 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.
10. Nondisclosure. At all times during and after the Term, BRG 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 XXX.
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00. 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 contract agreements between
BRG 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 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:__________________________________________
Blue Ribbon Group, Inc.
By:__________________________________________
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