1
EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of June 21, 1996, by and between
XXXXXXXXXXX, XXXXX & COMPANY (the "Company" or "LFA") and Xxxxxx X. Xxxxx
("Xxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxx desires to be employed by LFA, and LFA desires to employ
Xxxxx, on the terms and conditions contained herein; and
WHEREAS, the parties desire to enter into this Agreement for the purpose
of setting forth the terms of Xxxxx' employment by LFA;
NOW, THEREFORE, in consideration of the above premises and mutual promises
and covenants herein, the parties agree as follows:
1. Term.
The term of this Agreement shall be for a period of two (2) years,
commencing on July 1, 1996 and expiring on June 30, 1998.
2. Time and Efforts/Duties of Employee.
Xxxxx covenants and agrees that he shall, throughout the Term of this
Agreement, diligently and conscientiously devote all of his working time and
attention and best efforts to discharging the duties described herein, and
to promote and uphold the best interests of LFA.
Xxxxx shall be employed as an Officer of the Company, with such title,
duties, and responsibilities as assigned to Xxxxx by LFA's Board of
Directors, subject to limitations set forth in paragraph #5 below.
3. Compensation.
A. In consideration for the performance of services by Xxxxx, LFA shall
pay Xxxxx an annual gross salary, less usual and ordinary deductions, of
not less than One Hundred Thousand Dollars ($100,000) per year. The
payments will be made on a minimum of a semi-monthly basis.
B. LFA shall provide Xxxxx medical insurance, as well as other fringe
benefits, comparable to those provided other top management personnel
employed by LFA.
X. Xxxxx will retain any and all stock options granted previous to this
Agreement, pursuant to the terms and conditions of the Xxxxxxxxxxx, Xxxxx
& Company Stock Incentive Plan in effect at the time the options were
granted. Xxxxx will be eligible to participate in additional grants of
stock options which may, at the sole discretion of LFA, be granted in the
future.
X. Xxxxx will be eligible to participate in any cash or stock bonus
program which may, at the sole discretion of LFA, be instituted in the
future.
E. LFA will reimburse Xxxxx for his reasonable and ordinary business
expenses such as travel, food, entertainment and lodging. LFA will also
reimburse Xxxxx for expenses necessary to maintain his CPA license and
memberships in national and state CPA associations.
2
4. Termination.
Notwithstanding the "Term" of employment described in paragraph 1
above, LFA may terminate this Agreement "for cause" at any time without
notice if Xxxxx commits any dishonest, fraudulent or criminal act,
discloses confidential information, is guilty of gross carelessness or
misconduct, or intentionally and materially breaches any term of this
Agreement. In the event this Agreement is terminated "for cause"
pursuant to this paragraph, all salary and benefits of whatever kind,
including vested stock options, shall be forfeited, except for accrued
wages and bonuses, if applicable.
During the "Term" of employment described in paragraph 1 above, LFA, at
its sole discretion, may elect to terminate this agreement "without cause"
by so notifying Xxxxx in writing and paying Xxxxx severance in accordance
with the following:
Termination "without cause"
occurs during this period Amount of severance
-------------------------- -------------------
July 1, 1996 to June 30, 1997 $100,000
July 1, 1997 to June 30, 1998 $ 50,000
In the event this Agreement is terminated "without cause" pursuant to
this paragraph, payment of appropriate severance plus any applicable
accrued wages and bonuses will be made within fifteen (15) days of the
written notification. Said payment shall constitute the complete remedy
of Xxxxx for any and all claims alleged to arise under this Agreement.
5. Encumbrances.
Xxxxx hereby acknowledges that he is not in any way restricted from
being employed by LFA and fulfilling the duties and responsibilities
contemplated by this agreement, except as follows:
Xxxxx is subject to an Agreed Consent Order, dated June 27, 1995,
with the SEC which suspends Xxxxx from practicing as a professional
accountant before the SEC. Xxxxx may apply for reinstatement with the
SEC on June 27, 1997. Xxxxx and LFA acknowledge that until the SEC
grants such reinstatement, Xxxxx' duties and responsibilities must be
compatible with the Agreed Consent Order.
6. Severability and Reformation.
In the event any provision of this Agreement shall be judged
unenforceable to the full extent as written, the parties hereby consent and
agree that the scope of such clause or provision may be modified in any
enforcement permitted in equity or law as most nearly effectuates the
understanding of the parties set forth in the language herein agreed upon.
If any provision is adjudged void or unenforceable, or is modified as
provided herein, all other clauses and provisions shall, in any case, be
deemed severable and shall remain in full force and effect.
Page 2 of 3
3
7. Entire Agreement.
This agreement, constitutes the entire agreement between the parties
hereto. Any oral representation, prior agreements, writings of whatever
kind, or contracts are hereby canceled without further liability whatsoever
upon either party, except for benefits or rights generally available to
employees or officers of the Company and the following agreements which are
not canceled and remain in full force and effect (copies of which are
attached):
A. Letter dated March 7, 1996 from Xxxxx Xxxxxxxx concerning
reimbursement of moving expenses.
B. Letter dated April 22, 1996 from Xxxxxxx Xxxxxxxxx concerning
relocation to the Dayton, OH area.
IN WITNESS WHEREOF, Xxxxxxxxxxx, Xxxxx & Company has caused this
instrument to be executed on LFA's behalf by a duly authorized officer and
Xxxxx has set his hand hereunto both this 21st day of June, 1996.
Xxxxxxxxxxx, Xxxxx & Company
By: /S/ XXXXX X. XXXXXXXX /S/ XXXXXX X. XXXXX
---------------------------- -----------------------
Xxxxxx X. Xxxxx
Name: Xxxxx X. Xxxxxxxx
----------------------------
Title: Chairman, President & CEO
----------------------------
Date: June 21, 1996 June 21, 1996
---------------------------- -----------------------
Date
Page 3 of 3
