EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), dated as of the 3rd day of June, 1999,
by and between The Harmat Organization, Inc. (the "Company") with an address at
Xxx 000, Xxxxxx, Xxx Xxxx 00000 and Xxxxx X. Xxxxxxxxxx ("Xxxxxxxxxx") residing
at 00000 Xxxxxxxx Xxxx. #000, Xxxxx Xxxxx, Xxxxxxx 00000. WHEREAS, Rothschild
and the Company have agreed that Rothschild shall render services to the Company
in the capacity of Chairman and Chief Executive Officer pursuant to the terms of
this Agreement. NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein set forth, the parties hereto have agreed and do hereby
mutually agree as follows: 1. Employment Term: The term of this Agreement shall
commence on the date hereof and shall expire three years thereafter (the
"Employment Period") subject to the provisions of Section 5. In the event the
term of Xxxxxxx Xxxx' Employment Agreement and/or Xxxxxxx Xxxxxxxxxx'x
Consulting Agreement are extended, then this Employment Agreement shall be
extended for the same term. 2. Duties of Executive: Rothschild shall serve as
Chairman and Chief Executive Officer of the Company and shall be required to
perform such duties as may from time to time be required by the Board of
Directors of the Company. Rothschild shall also serve on the Board of Directors
of the Company, if so elected, at no additional compensation. Employment shall
be on
a full time basis except that Rothschild may act as a consultant to Ambergen,
Inc. The Company agrees to indemnify Rothschild as an officer, director, or
Chief Executive Officer of the Company to the fullest extent permitted by law.
3. Compensation: (a) As compensation for his services hereunder, the Company
shall pay Rothschild, during the Employment Period, a base salary ("Base
Salary") payable as follows: (i) Two Hundred Thousand Dollars ($200,000.00) for
the first year;
(ii) Two Hundred Fifty Thousand Dollars ($250,000.00) for the second year;
(iii) Three Hundred Thousand Dollars ($300,000.00) for the third year;
(b) The Company may withhold from payments of Employee's
salary amounts required to be withheld by the Company from time to time from
such salary under applicable Federal, State, and local laws and regulations then
in effect.
(c) Upon submission of written statements and bills in
accordance with the then regular procedures of the Company, Rothschild shall be
entitled to reimbursement for reasonable out-of-pocket expenses necessarily
incurred in the performance of his duties hereunder, including, but not limited
to, reimbursement for travel and car expenses. A Company credit card will also
be made available to Rothschild. In addition, the Company agrees to lease for
Rothschild a company automobile which it shall pay for in the amount of $750 per
month plus tax, cost of insurance, maintenance and gasoline. (If the car lease
is more than $750.00, Rothschild shall make up the difference on his own.)
(d) The Company shall establish within 180 days, as of the
date of this Agreement, a Bonus Incentive Plan at the discretion of the Board of
Directors which Xxxxx Xxxxxxxxxx shall
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be eligible to participate in.
4. Employee Benefits:
(a) Rothschild shall be included to the extent eligible
thereunder (at the expense of the Company, if appropriate) in any and all
existing plans (and any plans which may be adopted in the future) providing
benefits for the Company's employees generally, including, but not limited to,
group life and disability insurance, hospitalization, medical, vacation,
retirement, stock option plans and any and all similar or comparable benefits.
(b) Due to the fact that the Company's success is dependent
upon the activities of Rothschild, the Company will provide keyman insurance on
the life of Xx. Xxxxxxxxxx in the amount of $1,000,000.00 and Rothschild will
cooperate in obtaining and maintaining such policy. This policy shall be a
"whole life" insurance policy (the "Policy"). At the termination of this
Agreement, for any reason, the Company shall, at Rothschild's sole option,
assign Rothschild all of its right, title and interest in the Policy. At that
time, Rothschild may, at his expense, cause the Policy to continue in full force
and effect and shall have the option to designate a beneficiary of his choice.
5. Termination:
(a) The Company may terminate Rothschild's employment
hereunder at any time for cause only by written notice but only after a decision
by the Board of Directors of the Company which is communicated to Rothschild in
writing thirty (30) days prior to the effective date of termination; provided
however, that the Company pays to Rothschild a severance payment equal to the
aggregate Base Salary otherwise owed to him over the remaining term of the
Employment Period and allow Rothschild to retain any options granted under any
option plan
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granted to him notwithstanding the fact that such options may not be vested
and/or exercisable at the time of termination under this Section 5(a). (b) For
purposes of this Agreement "For Cause" shall mean: (i) Deliberate
misappropriating any funds or properties of the Company;
(ii) Gross mismanagement of the Company;
(c) In the event Rothschild is not nominated or re-elected to serve as a member
of the Board of Directors during the Employment Period, either party may
terminate this Agreement and Rothschild shall be entitled to continue to receive
his Base Salary as set forth in Section 3(a) above for the remainder of the
Employment Period and retain any options granted under any option plan
notwithstanding the fact that such options may not be vested and/or exercisable
at the time of termination under this Section 5(c). (d) In the event that
Rothschild dies or becomes disabled so as not to be able to perform his duties
as set forth herein for a period exceeding twelve (12) months, this Agreement
shall terminate and no further compensation shall be payable to Rothschild,
except as may otherwise be provided under any insurance policy, employee benefit
plan, or similar instrument; provided however, that during any such period of
disability, Rothschild shall be entitled to his base salary as provided under
Section 3(a) for a period not to exceed twelve (12) months. (e) Change of
Control: In the event Rothschild shall no longer be a director of the Company or
Chief Executive Officer of the Company, then Rothschild may terminate this
Agreement and Rothschild shall be entitled to continue to receive his Base
Salary as set forth in Section 3(a) above for the remainder of the Employment
Period and retain any options granted
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under any option plan notwithstanding the fact that such options may not be
vested and/or exercisable at the time of termination under this Section 5(c).
6. Covenant Not to Compete: Rothschild agrees that, commencing the date hereof
and continuing until the due date of his final payment of salary due hereunder,
he will not, except on behalf of the Company or with the written consent of the
Company (i) engage in any business activity in the United States, directly or
indirectly, on his own behalf or as a partner, stockholder (except by ownership
of less than ten percent (10%) of the outstanding stock of a publicly-held
corporation), director, trustee, principal, agent, employee, consultant or
otherwise of any person, firm or corporation which then is competitive with an
activity in which the Company or any parent or subsidiary of the Company is then
engaged at the time; (ii) allow the use of his name by or in connection with any
business activity which then is principally competitive with any activity in
which the Company or any of its parents or subsidiaries is then engaged; or
(iii) offer employment to or employ, for himself or on behalf of any then
competitor of the Company or any of its parents or subsidiaries, any persons who
at any time within the prior 6 months shall have been employed by the Company or
any parent or subsidiary of the Company. Rothschild recognizes that as an
officer and/or director of the Company, he has a fiduciary duty to reveal to the
Company all business opportunities that he may discover if said opportunities
concern technology, products or business, either at the present or in the
anticipated future. In that event, the Company shall have the first right to
participate in said business opportunity. For the purpose of this section,
"business opportunity" shall include but shall not be limited to, the purchase
of any interest in any business entity which is related to the type of
technology products or business of the Company, by either Rothschild, any agent
of
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Rothschild, or any entity controlled by Rothschild, its officers, directors,
agents, attorneys, employees, subsidiaries, parents, affiliates, joint
venturers, partners, division, predecessors, and all other persons acting for,
purporting to act for or subject to the control of Rothschild.
7. Default - Remedies: In the event of proof of breach by
Rothschild, the Company shall be entitled to pursue any remedy at law or equity,
and shall specifically have the right to terminate any further payments of any
kind or nature to be made under this Agreement.
8. Confidential Information: Except as otherwise required by
law, Rothschild shall not disclose or use at any time, except as part of his
employment by the Company, either during or subsequent to such employment, any
secret or confidential information or knowledge obtained by Rothschild while
employed by the Company. Without limiting the generality of the foregoing,
Rothschild shall not disclose or use any information pertaining to the business
of the Company or any parent or subsidiary of the Company, including, but not
limited to, profit figures, names of or relationships with customers or
advertisers, or the terms of any contracts to which it or they may be a party.
The obligation imposed by this Section 8 shall survive the expiration or other
termination of this Agreement.
9. Surrender of Documents: Rothschild shall, at the request of
the Company, promptly surrender to the Company or its nominee, upon any
termination of his employment hereunder, or at any time prior thereto, any
document, memorandum, record, letter, specification or other paper in his
possession or under his control relating to the operations, business, customers,
or affairs of the Company or its affiliates.
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10. Waiver of Breach: The waiver be either the Company or
Rothschild of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach by either the Company or Rothschild.
11. Severability: The invalidity or unenforceability of any
provision of this Agreement, whether in whole or in part, shall not in any way
affect the validity or enforceability of any other part of such provision or of
any provision herein contained, and any invalid or unenforceable provision or
part thereof shall be deemed severable to the extent of any such invalidity or
unenforceability. If such invalidity or unenforceability is due to the
unreasonableness of the time or geographical area covered by the covenants or
restrictions of such provision, such covenants and restrictions shall
nevertheless be effective for such period of time and for such area as may be
determined to be reasonable by a court of competent jurisdiction.
12. Assignment; Binding Effect: The obligations of Rothschild
hereunder may not be assigned or delegated without the prior written consent of
the Company. The rights and obligations of the parties shall inure to the
benefit of, and be binding upon, their respective heirs, personal
representatives, successors and assigns.
13. Notices:
(a) All notices, requests, demands, and other communications
hereunder must be in writing and shall be deemed to have been given if delivered
by hand or mailed within the continental United States by first class, certified
mail, return receipt requested, postage and registry fees prepaid, or sent by
telecopier (with receipt confirmation), to the applicable party and
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addressed as follows:
(i) if to the Company:
The Harmat Organization, Inc.
X.X. Xxx 000
Xxxxxx, Xxx Xxxx 00000
(ii) if to Rothschild:
00000 Xxxxxxxx Xxxx. #000
Xxxxx Xxxxx, Xxxxxxx 00000
(b) Any notice or other communication given by certified mail
shall be deemed given at the time of certification thereof, except for a notice
changing a party's address which shall be deemed given at the time of receipt
thereof. Any notice or other communication sent by telecopier transmission shall
be deemed given at the time of written confirmation of receipt.
14. Entire Agreement of the Parties: This Agreement expresses
the entire agreement of the parties, and all promises, representations,
understandings, arrangements and prior agreements are merged herein and
superseded hereby. No person, other than pursuant to a resolution of the Board,
shall have any authority on behalf of the Company to agree to modify or change
this Agreement or anything in reference thereto, and any such modification or
change must be in writing and signed by both parties hereto.
15. Laws Governing: This Agreement has been entered into in
the State of Florida and shall be construed, interpreted and governed in
accordance with the laws of the State of Florida without regard to the choice of
laws provisions thereof.
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16. Counterparts: This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute but one document.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and Rothschild has hereunto set his
hand as of the day and year first above written.
THE HARMAT ORGANIZATION, INC.
By:
Name: Xxxxxxx Xxxxxxxxxx
Title: President
Accepted and Agreed
By:
Xxxxx X. Xxxxxxxxxx
