Exhibit 5.3
EMPLOYMENT AGREEMENT
This Agreement is entered into by North Shore Capital Advisors Corp., a Delaware
corporation, ("Employer", or Company") and Xxxxxx Xxxxx, 00 Xxxxxx Xxxx, Xxxx
Xxxxxxxxxx, Xxx Xxxx, 00000, ("Employee") as of this 7th of February 2005.
1. Employment. Employer agrees to employ Employee and Employee agrees to
accept employment upon the terms and conditions set forth in this
Agreement.
2. Duties and Services. During the term of this Agreement, Employee shall be
employed in the business of the Employer as its President and Chief
Executive Officer to supervise Employer's business. In the performance of
these duties, Employee shall report to and be subject to the direction of
the Employer's Board of Directors, and Employee agrees to comply with the
policies, standards and regulations of Employer. Employee shall devote such
amount of his working time to the performance of his duties under this
Agreement as Employer and Employee shall determine is necessary for the
performance of his duties hereunder, provided however that, he may not
engage in any activity which is competitive with the business of the
Company, as provided in Section 10 hereof.
3. Term. The term of this Agreement shall commence on the date hereof
("Effective Date") and continue for thirty-six (36) months (the "Initial
Term") unless terminated earlier or extended as herein provided (the
"Term"). This Agreement shall be extended from year-to-year after the
Initial Term unless either Employer or Employee provides written notice to
the other of its or his intention not to extend this Agreement not later
than ninety (90) days prior to the expiration of the then current Term.
4. Compensation. Employee shall not be entitled to any cash compensation from
the Company for his services hereafter until Employer's annualized revenues
exceeds $500,000 on a quarterly basis. At such time Employee shall be
entitled to receive a salary of $50,000 subject to adjustment as shall be
approved by a majority of the members of Employer's Board (other than
Employee) or if no such members exists by a majority of the shareholders of
Employer (not including Employee or any affiliate of Employee).
5. Expenses. Employee shall be entitled to prompt reimbursement for all
reasonable travel and other out-of-pocket business expenses necessarily
incurred in the performance of his duties hereunder. Employee's claims for
reimbursement and Employer's payments thereof shall be in accordance with
Employer's then current business expense reimbursement policies and
procedures.
6. Termination. Subject to the provisions of this Section 6, Employer shall
have the right to terminate Employee's employment, and Employee shall have
the right to resign from his employment with Employer, at any time during
the Term of this Agreement. Employer may only terminate Employee's
employment for "Cause". Termination for "Cause" shall mean termination of
Employee's employment by the Employer because of (i) any act or omission
which constitutes a material breach by Employee of his obligations or
agreements under this Agreement after written notification by the Employer
specifying and describing any such breach and the actions required to cure
them, and failure of Employee to cure each such breach in the manner
specified in the notice or in a manner otherwise acceptable to the Employer
within thirty (30) days of receipt thereof, (ii) the conviction of Employee
for any crime of moral tupitude or any felony or (iii) any act or omission
by Employee which, constitutes a breach of Employee's fiduciary duty to
Employer. If, prior to the expiration of the Term, Employee's employment is
terminated by Employer for any reason or if Employee resigns from his
employment hereunder Employee shall be entitled to payment of the pro rata
portion of the Employee's then salary, if any, hereof through and including
the date of termination or resignation.
7. Termination Due to Death or Disability.
Death. In the event of Employee's death, Employer shall be entitled to
terminate his employment and the provisions of Section 6 shall apply.
Disability. In the event Employee is unable to perform the services
contemplated hereunder by reason of disability ("Disability" shall mean any
physical illness or incapacity, other than death, which renders Employee
unable to perform the duties required under this Agreement for more than 60
days in any 90 day consecutive period), Employer shall be entitled to
terminate Employee's employment and the provisions of Section 6 shall
apply.
8. Expiration of Term. Upon the expiration of the Term of this Agreement,
whether by non-extension or non-renewal by the Employer or Employee, all
rights and obligations of both the Employer and Employee shall expire
except (i) as provided in Sections 9 and 15 herein, and (ii) for any unpaid
compensation due Employee which may have been accrued as of the expiration
of the Term of this Agreement.
9. Confidential Information. Employee acknowledges that during the course of
his recruitment and employment hereunder Employee has and will become
acquainted with confidential information regarding Employer's business.
From the date hereof and until the end of the Term (the "Non-Disclosure
Period") Employee will not, without the prior written consent of the
Employer, disclose or make use of any such confidential information except
as may be required in the course of his employment hereunder.
10. Non-Solicitation. Employee covenants and agrees, during the Non-Disclosure
Period, that Employee will not canvass or solicit any person or entity who
is a customer or business partner of Employer about whom Employee obtained
significant business information during the Term of his employment, for the
purpose of directly or indirectly furnishing services competitive with
Employer and will not solicit for employment or employ any employee of
Employer.
11. Representations, Warranties and Covenants. Employee represents and warrants
to Employer that (i) Employee is under no contractual or other restriction
or obligation which is inconsistent with his execution of this Agreement or
performance of his duties hereunder, (ii) Employee has no physical or
mental disability that would hinder his performance of his duties under
this Agreement, and (iii) he has had the opportunity to consult with an
attorney of his choosing in connection with the negotiation of this
Agreement.
12. Notices. Any notice required or permitted to be given under this Agreement
shall be in writing and shall be sent by certified mail, by personal
delivery or by overnight courier to the Employee at his residence (as set
forth in Employer's corporate records) or to the Employer at its principal
office.
13. Waiver of Breach. The waiver of either the Employer or Employee of a breach
of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by the Employer or Employee.
14. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of both Employer and Employee and heir respective successors, heirs
or legal representatives, but neither this Agreement nor any rights
hereunder may be assigned by either Employer or Employee without the
written consent of the other party.
15. Governing Law. This Agreement shall be governed by the laws of the State of
New York without regard to the principles of the conflict of laws. The
parties hereto hereby unconditionally and irrevocably consent to the
exclusive jurisdiction of the federal and state courts located in New York,
New York or Nassau County, New York in connection with any lawsuit, claim
or other proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
16. Entire Contract: Counterparts. This instrument contains the entire
agreement of the parties. It may not be changed orally but only by an
agreement approved in writing by the Employer and approved in writing by
the party against whom enforcement of any waiver, change, modification,
extension or discharge is sought. This Agreement may be executed in one or
more counterparts, each of which shall be considered one and the same
instrument.
17. No Third Party Beneficiaries. This Agreement does not create, and shall
not be construed as creating, any rights enforceable by any person not a
party to this Agreement.
18. Headings. The headings in this Agreement are solely for convenience and
shall not be given any effect in the construction or interpretation of
this Agreement.
Dated: February 7, 2005
EMPLOYEE:
/s/ Xxxxxx Xxxxx
________________________
XXXXXX XXXXX
EMPLOYER:
NORTH SHORE CAPITAL ADVISORS CORP.
By: /s/ Xxxxxx Xxxxx
_____________________________
Xxxxxx Xxxxx
President
