EX-10.ii.a
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EMPLOYMENT AGREEMENT
This Employment Agreement (hereinafter referred to as the "Agreement"),
made as of this 1st day of November, 1998 between Global Resources Group, Inc.,
(GRG) as employer, a Florida corporation with a principal place of business
located at 000 Xxxxxxx Xxxxxx, Xxxxx X-00, Xxxx Xxxxx, XX 00000 (hereinafter
referred to as "Company"), and Xxxxxxx Xxxxxxx Xxxx, residing at 0000 Xxxxx Xxx
Xxx Xxxx., Xxxxx 000 -X, Xx. Xxxxxxxxxx, XX 00000 (hereinafter referred to as
"Executive").
WITNESSETH:
WHEREAS, the Board of Directors of the Company believes that it is in the
best interest of the Company to enter into this Agreement with Executive and
Executive desires to enter into this Agreement with Company.
NOW, THEREFORE, in consideration of the foregoing and the promises, covenants
and agreements hereinafter set forth, Company and Executive hereby agree as
follows:
1. Term of Employment. The term of this Agreement shall be for an initial period
of three (3) years commencing November 1, 1998 and terminating October 31, 2001
and shall be automatically renewed thereafter for additional one (1) year
periods, unless at least sixty (60) days prior to the renewal date, the parties
have terminated this relationship.
2. Position. Executive shall hold the office of Director of Business
Development of GRG, Inc.
3 Duties. Executive shall have the responsibilities and perform the duties,
including but not limited to, the general duties outlined in Appendix A,
Executive Function.
4. Best Efforts. While employed by the Company, Executive shall at all times
faithfully, industriously, and to the best of his ability, experience, and
talents, perform all of the duties that may be required of, and from him
pursuant to the express and implicit terms hereof, to the satisfaction of the
Company. Executive shall work full time for Company.
5. Indemnification. The Company shall, to the maximum extent permitted by and in
accordance with applicable law, indemnify and hold the Executive harmless for
expenses, including reasonable attorney's fees, judgments, fines, settlements,
and other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the Executive's employment by the Company.
Executive agrees to promptly notify Company of any actual or threatened claim
arising out of or as a result of his employment with Company.
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6. Compensation. The Executive's compensation for services provided
hereunder shall consist of:
(a) An annual base salary of One Hundred Forty Thousand Dollars
($140,000). The base salary shall be payable in equal installments not less than
two times per month. Increases in the Executive's base salary may be awarded
from time to time as determined by the Board of Directors of the Company.
(b) An annual incentive compensation plan for each year of employment
shall be available to the Executive as per Appendix B, Incentive Plan.
7. Stock. Executive shall be entitled to receive and participate in the Capital
Stock Ownership and Stock Option Plan as outlined herein in Appendix C,
Executive Capital Stock Ownership and Stock Option Plan.
8. Benefits. Executive and his dependents shall be entitled to participate in
all employee welfare benefits plans (as that term is defined in Section 3(l) of
the Employee Retirement Income Security Act of 1974,as amended) and to receive
or participate in all other benefit arrangements, policies or practices to which
any executives of Company and/or their dependents are or shall become entitled
to receive or participate in at any time during the term of this Agreement. In
addition, without limiting the foregoing, Executive shall be entitled to receive
the perquisites as outlined herein, in Appendix D, Executive Benefits Package
and in Appendix E, Executive Relocation Package.
9. Office Space, Furnishings, Equipment, and Support Staff. Throughout the term
of his employment, Company shall provide Executive with appropriate furnished
office space, and equipment.
10. Reimbursement for Expenses. Company shall reimburse Executive for all of his
approved actual, reasonable and customary business-related expenses, including,
but not limited to, business class travel, transportation, meals and lodging,
telephone, and entertainment. Reimbursement shall be made by Company within
fifteen (15) days of submission by Executive of proof of his expenses.
11. Non-Competition. Executive shall not, during the term of this Agreement, be
interested directly or indirectly, in any manner, as partner, officer, director,
advisor, employee or in any other capacity in any other business similar to
Company's business provided however, that nothing herein contained shall be
deemed to prevent or limit the right of Executive to invest any of his funds in
the capital stock of other securities of any corporation whose stock or
securities are publicly owned or are regularly traded on any public exchange.
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12. Proprietary Information. The Executive recognizes and acknowledges that his
engagement by Company will result in disclosure to him of confidential
information which is a valuable, special and unique asset of the Company's
business. Any written materials with regard to concepts and ideas, sales
strategy, marketing policies, processes, and any other information treated or
described by the Company as confidential shall not be disclosed by Executive to
any person, firm, corporation, association, or other entity for any reason or
purpose whatsoever during or after the term of this agreement and any renewals.
Upon termination of this Agreement by either party for any reason, all files,
manuals, client lists or other documents containing any such information shall
forthwith be returned to the Company by Executive.
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Termination for "Cause". The term Termination for Cause shall mean a
termination based upon:
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Verification to the Board of Directors that the Executive committed any
material act of gross carelessness or misconduct causing
damage to the Business,
The commission by Executive of any felony or crime involving moral
turpitude; or
The engagement of Executive in any business that is directly
competitive with the primary business of Company. In the event
that the Company terminates Executive's employment with the
Company for Cause, Executive's right to future compensation
and benefits of any kind shall immediately cease.
Termination Without "Cause". Provided that the Executive has been terminated
without "Cause", Executive shall be entitled to the following:
Severance pay in the amount equal to 1/2 of the annual base salary in
effect at the time of termination, Applicable Bonuses due at time of
termination, Any past due payments owed to the Executive, Acceleration
to 100% of all options granted to Executive under any incentive or
bonus plan of Company
with a thirty (30) day right to exercise said plan(s); and,
Continuation, at no charge to Executive, of all health insurance plans
and programs in effect at time of termination for a period of
three (3) months. In the event that within the three (3) month
period Executive becomes covered by another employer's group
plan, the Company's similar plans and programs shall no longer
continue. Additionally, COBRA is available for eighteen (18)
months at Executive's expense.
15. Notices. Any notice given under this Agreement shall be sufficient if in
writing, sent by registered or certified mail, postage prepaid, addressed, in
the case of Company, to its principal office and to the attention of its Board
of Directors; in the case of Executive, to his last known address; in the case
of the designated beneficiary, to his, or their last known address; or, in the
case of Executive's dependents, to their last known address.
16. Successors: Binding Effect.
(a) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business or assets of the Company, by agreement in forms and substance
reasonably acceptable to Executive, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.
(b) This Agreement and all rights of Executive hereunder shall inure to
the benefit of and be enforceable by Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributes,
devisees and legatees. If Executive should die while any amounts would be
payable to him hereunder if he had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to Executive's devisee, legatee, or other designees or, if there be no
such designee, to Executive's estate.
17. Non-Waiver of Breach. Either party may specifically waive any breach of this
Agreement by the other party, provided that no such waiver shall be binding or
effective unless in writing and no such waiver shall constitute a continuing
waiver of similar or other breaches. A waiving party may at any time, upon
notice given in writing to the breaching party, direct future compliance with
the waived term or terms of this Agreement, in which event the breaching party
shall comply as directed from such time forward.
18. Governing Law. All questions relating to the validity, construction,
interpretation, performance and administration of the Employment Agreement shall
be governed by and construed in accordance with the laws of the State of Florida
covering contracts made and to be performed in that state.
19. Submission to Jurisdiction. Each party agrees that it shall bring any action
or proceeding in respect to any claim arising out of or in respect of this
Employment Agreement whether in tort or contract or law or in equity,
exclusively in the United States District Court for the Southern District of
Florida or the Supreme Court of the State of Florida for the county of Pinellas
(the "Chosen Courts), and (I) irrevocably submits to the exclusive jurisdiction
of the chosen courts, (II) waives any objection to laying of venue in any such
action or proceeding in the chosen courts, and (III) waives any objection that
the chosen courts are an inconvenient forum or do not have jurisdiction over any
party hereto.
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20. Severability. The provisions of the Employment Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof If any
provision of this Employment Agreement is invalid or unenforceable, (a) a
suitable and equitable provision shall be substituted therefor in order to carry
out, so far as may be valid and enforceable, the intent and purpose of such
invalid or unenforceable provision and (b) the remainder of this Employment
Agreement shall not be affected by such invalidity or unenforceability, nor
shall such invalidity or unenforceability affect the validity or enforceability
of such provision, or the application thereof, in any other jurisdiction.
21. Representations and Warrants, Consultation Obligations. Each party
represents and warrants to, and agrees with, the other that it has the right,
power, and authority to enter into and perform its obligations under this
Agreement.
22. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same Agreement.
23. Modifications. This Agreement may not be modified except in writing
and signed by both parties.
24. Confidentiality. The terms of this Agreement and all matters relating hereto
shall be confidential and shall not be disclosed to any person or entity except
as necessary to carry out the terms hereof or to comply with any laws or
regulations applicable hereto.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by Company, by its officer duly authorized by vote of its Board of
Directors, and by Executive, as of the date first above written.
By: Global Resources Group, Inc.
Xxxxxxx Xxxxxxx Xxxx, Executive
By:
O. Xxxxxx Xxxxxxxxxxx, Chairman
Date:
Sworn and subscribed before me this
_______ day of _____________, 19____
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(Signature of Notary Public - State of Florida)
GRGL40.1
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