Exhibit 99.31
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT , made March 1, 2004, by and between COMMAND
SECURITY CORPORATION, a New York corporation (the "Company"), and XXXXXX
XXXXXXXX, a resident of Fort Mojave, Arizona ("Xxxxxxxx").
WITNESSETH THAT:
In consideration of the mutual covenants hereinafter contained, the
parties hereto agree as follows:
1. Employment Term.
1.1 The Company hereby agrees to employ Xxxxxxxx, and
Xxxxxxxx hereby agrees to serve the Company, as hereinafter set forth, for
the period commencing on April 5, 2004 and terminating on the six month
anniversary of such date (such period being herein referred to as the
"Term").
2. Duties and Obligations.
Xxxxxxxx shall serve the Company during the Term (as such
term may be extended) as Chief Financial Officer of the Company and shall
have such duties and obligations as are set forth in the current By-Laws of
the Company and as are customarily performed by persons employed in such
capacity.
3. Compensation.
In consideration of the services rendered by Xxxxxxxx to
the Company under this Agreement during the Term, the Company shall pay
Xxxxxxxx during the Term an annual salary pro rata in an amount equal to One
Hundred and Twenty-Five Thousand ($125,000) Dollars, payable in Twenty-Four
(24) equal bi-monthly installments, each on the fifteenth (15th) and the last
day of each month, during the Term. Xxxxxxxx shall be awarded a salary
increase of six percent (6%) of his annual salary at the beginning of both
his second and third years of employment.
4. Benefits.
During the Term, Xxxxxxxx, to the extent he is eligible
(like any other eligible employee of the Company), shall have the right to
participate in any and all group life, hospital, medical and disability
insurance plans, and in any retirement, pension or death benefit plans
(hereinafter such plans are collectively referred to as the "Company Benefit
Plans"), now or hereafter maintained by the Company during the Term and
generally offered by the Company to its nonunion employees. Also, during the
Term, Xxxxxxxx shall have the use of a new 4WD Ford "Escape" model vehicle
with repair, maintenance and insurance costs paid by the Company and shall
have the option to purchase said vehicle at the end of the Term for One
Thousand ($1,000.00) Dollars.
5. Vacation.
Xxxxxxxx shall be entitled to a period of paid vacation
consisting of four (4) weeks during each full fiscal year included in the
Term, prorated for any partial fiscal year. Any unused days shall be
accumulated and paid at the end of Term.
6. Expenses.
The Company shall, during the Term, pay for or reimburse
Xxxxxxxx for the reasonable expenses incurred by him which are directly
related to his promoting the Company's business, including expenses for
entertainment, travel and similar items, upon presentation by Xxxxxxxx of an
itemized account of such expenditures. The Company shall reimburse Xxxxxxxx
for his reasonable New York hotel expenses one week prior to and during his
first month of employment as a relocation expense and pay a housing allowance
of $750 per month for the term.
7. Covenant Not To Compete.
7.1 Xxxxxxxx hereby agrees that, during the Term of this
Agreement (as such Term may be extended), He will devote his full business
time and efforts to the business and affairs of the Company and do the utmost
to promote its interests. Xxxxxxxx further agrees that, during the Term of
this Agreement (as such Term may be extended), he shall not engage, directly
or indirectly, and whether or not for compensation, individually or as an
officer, director (except of Comforce Corporation), employee, partner or
co-venturer or other proprietor, in any business or enterprise, except as the
Company, in its best interest, shall agree. Nothing contained in this
Section7.1 should be construed to prohibit Xxxxxxxx from (a) making or
maintaining personal investments which do not require more than his minimal
personal services and (b) rendering to reasonably limited extent personal
services to civic or charitable organizations.
7.2 Xxxxxxxx hereby agrees that, during the Term and during
a period of two years after the termination or expiration of the Term (as
such Term may be extended), he will not, directly or indirectly solicit , or
cause the soliciting of, the services or the employment of any employee of
the Company, its subsidiaries or affiliates or employ, or cause the
employment of, any such employee.
8. Non-Disclosure.
Without authorization by the Board of Directors of the
Company, Xxxxxxxx will not, at any time, publish or disclose any confidential
information or trade secrets relating to the business of the Company known by
Xxxxxxxx as a consequence of or through his employment under this Agreement.
All business records, papers and documents kept or made by Xxxxxxxx and
relating to the business of the Company or any of its subsidiaries or
affiliates through his employment under this Agreement shall be and remain
the property of the Company and shall be surrendered to the Company upon the
termination of Xxxxxxxx'x employment under this Agreement. Upon such
termination, Xxxxxxxx shall not take with him, publish, or disclose, without
authorization by the Board of Directors of the Company, any business record,
paper or document or any correspondence, cost data, customer list, estimate
or market survey containing information or trade secrets relating to the
Company.
9. Arbitration.
Any controversy or claim arising out of or relating to this
Agreement, or to performance hereunder, or to the breach hereof, shall be
settled by arbitration in the State of New York in accordance with the
Commercial Arbitration Rules of the American Arbitration Association ("AAA"),
and judgment upon the award rendered by the Arbitrator(s) may be entered in
any court having jurisdiction thereof. Command shall bear all costs and
expenses charged by the AAA and the Arbitrator(s) for conducting such
arbitration proceedings. Command shall pay all counsel fees and expenses.
10. Termination.
If the employment of Xxxxxxxx is terminated for any reason
other than death, end of Term, or for "cause" ("cause" to be determined
solely by a violation of Sections 7 or 8), sixty percent (60%) of the
remaining salary due Xxxxxxxx to the end of Term shall be paid to Xxxxxxxx,
quarterly, to the end of Term.
11. Death.
If Xxxxxxxx shall die at any time during the Term, fifty
percent (50%) of the remaining salary due Xxxxxxxx to the end of Term
shall be paid to his widow, Xxxxx Xxxxxxxx, quarterly, over the remainder of
the Term.
12. Notices.
12.1 All notices and consents required or desired to be
given pursuant hereto shall be in writing and shall be deemed properly given
if delivered to the addressee, in person, or if mailed, by registered or
certified mail, return receipt requested, to the following addresses:
(a) If to the Company, then at its
headquarters at Xxxxx 00, Xxxxxxxxx
Xxxx, Xxxxxxxxxxxxx, Xxx Xxxx 00000.
(b) If to Xxxxxxxx, then at an address to be later
determined.
12.2 Any address specified above may be changed by notice
given, as herein provided, by the party hereto whose address is being
changed to the other party hereto.
12.3 If any such notice or consent is delivered in person,
the date of delivery shall be deemed the date of such notice or consent; and
if any notice or consent is mailed, the date of mailing shall be deemed the
date of such notice or consent.
13. Amendment; Breach and Waiver.
This Agreement may not be amended or modified in any
manner, except by an instrument in writing signed by both parties hereto and
approved by the Board of Directors of the Company. The failure of either
party hereto to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such provision or any
other provision, or of the right of such party thereafter to enforce each and
every such provision or other provision in the event of a subsequent breach.
14. Agreement Binding Upon Successors.
This Agreement shall inure to the benefit of, and shall be
binding upon the Company, its successors and assigns, and upon Xxxxxxxx, his
heirs, executors, administrators and legal representatives, provided that the
obligations of Xxxxxxxx hereunder may not be delegated.
15. Construction.
This Agreement shall be governed by, and construed in
accordance with, the local laws of the State of New York.
IN WITNESS WHEREOF, The parties hereto have executed this
Agreement as of the date first above written.
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
COMMAND SECURITY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
