EXHIBIT 10.2
EMPLOYMENT AGREEMENT
AGREEMENT made this __ day of December, 2001, between iBX Group, Inc.
("iBX"); PriMed Technologies Inc. (hereinafter referred to as the "Company") and
Xxxx Xxxxxxxxx (hereinafter referred to as the "Employee").
RECITALS
WHEREAS, the Company is engaged in various aspects of providing
information technology to the healthcare industry and desires to retain the
Employee as its president and chief executive officer; and
WHEREAS, the Company desires to be assured of the continued association
and services of the Employee in order to facilitate long range planning and
execution of the Company's business in the most orderly and efficient manner and
is therefore willing to engage Employee's services upon the terms herein
contained.
NOW, THEREFORE, in consideration of the foregoing recitals and of the
premises and conditions herein contained, it is agreed as follows:
1. TERM OF EMPLOYMENT
The Company hereby employs the Employee and Employee hereby accepts
employment with the Company for a period commencing on the date of execution of
this Agreement and continuing for a period ending December 31, 2006. The
Employee shall serve as president and chief executive officer of the Company.
This Agreement may be extended for additional terms on the mutual consent of the
parties. However, this Agreement may be terminated earlier as hereinafter
provided.
2. DUTIES OF EMPLOYEE
The Employee shall do and perform all services, acts, or things
necessary or advisable to serve as its president and chief executive officer
including but not limited to assist in establishing Company policies and
strategic planning, identify potential acquisition candidates, assist in
financial planning and capital formation, oversee day to day operations of the
Company and such other matters as may be mutually acceptable to the Company and
the Employee. However, Employee shall at all times be subject to the direction
of the policies established by the Board of Directors and stockholders of the
Company. Employee is expected to work as much time as may be necessary to carry
out Employee's job responsibilities but in no event less than 35 hours per week.
The Employee agrees that to the best of Employee's ability and
experience, Employee will at all times loyally and conscientiously perform all
of the duties and obligations required of Employee either expressly or
implicitly by the terms of this Agreement, and devote as much time and efforts
to the Company's business as needed.
During the term of this Agreement (or such shorter period of time
should this Agreement be terminated prior to its stated termination date) and
for a period of 60 days thereafter, Employee shall not invest in, carry on,
engage in or become involved whether as an employee, agent, officer, director,
stockholder (excluding ownership of not more than five percent (5%) of the
outstanding shares of a publicly-held corporation which ownership does not
involve managerial or operational responsibility), manager, partner, joint
venturer, participant, consultant or otherwise) in any business enterprise which
competes directly with the business of the Company or its affiliates. The
restrictions set forth in this paragraph shall apply for any employment, work,
operations or investment in the United States. The parties agree that this
restriction is reasonable in terms of scope and duration and was a material
inducement for the Company to enter into this Agreement.
Any breach of this non-compete provision may cause irrevocable harm to
the Company and as a result the parties agrees that injunctive relief may be
sought as a remedy in the case of a breach and the parties hereto expressly
waive any requirements to post bond in the event that injunctive relief is
sought.
3. COMPENSATION OF EMPLOYEE
(a) As compensation for services hereunder, the Employee shall receive
in year one an annual base compensation of $125,000. Subject to the continuing
approval of the Company's stockholder iBX, the annual base salary in each
succeeding year shall be equal to at least 110% of the annual base salary from
the prior year. Compensation shall be paid no less frequently than monthly or in
such increments as are regularly paid by the Company to other employees.
(b) In addition to the monthly compensation, Employee shall be issued
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million shares of iBX's common stock (the "Shares"). The Shares shall be subject
to the following restrictions and contingencies:
(i) If during the term of employment, the Company has not
shown a net pre-tax profit of at least one dollar ($1.00) as determined by the
Company's year-end audited financial statements prepared in accordance with
generally accepted accounting principles (GAAP) (the "Net Pre-Tax Profit"), all
rights, title and interest in the Shares shall be forfeited and the Employee
shall be required to tender the Shares to the Company for redemption. If the
Employee fails to deliver the Shares as required herein, then the Company may
cancel the share certificate(s).
(ii) Until such time as the Company has generated a Net
Pre-Tax Profit, the Employee shall have no right to vote the Shares.
(iii) Until such time as the Company has generated a Net
Pre-Tax Profit, the Employee shall have no right to pledge, encumber,
hypothecate or in any way transfer the Shares. The Employee agrees that an
appropriate restrictive legend may be placed on the Share certificates
indicating this restriction.
(c) Subject to the prior approval of the Company's stockholder,
Employee shall also be entitled to such other bonuses based upon the Company's
performance as determined in the sole and absolute discretion of the Company's
stockholder.
(d) Subject to the prior approval of the Company's stockholder,
Employee shall: be offered health insurance coverage at no cost to the Employee;
be entitled to participate in such employee benefit programs as offered by the
Company to other Employees; be entitled to an annual paid vacation of three
weeks per year plus five personal days per year, and any vacation time not used
may be accrued to the following year if the Employee remains employed with the
Company.
(d) The Employee shall also be reimbursed for out-of-pocket expenses
incurred by the Employee in the performance of his job responsibilities.
However, any reimbursable expenses in excess of $1,000 must first be approved by
the Company's stockholder.
4. TERMINATION. The initial term of this Agreement shall commence as
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of the date of this Agreement, and shall continue until December 31, 2006,
unless terminated sooner as hereinafter provided. The Company shall have the
right to terminate this Agreement for good cause or by reason of Employee's
disability on thirty (30) days prior written notice to Employee. If such
termination is for good cause or by reason of Employee's disability, a notice of
termination specifying the nature of the good cause or disability, as the case
may be, shall be given Employee. If the Employee is terminated for any other
reason than good cause, the Company shall be obligated to pay Employee a
severance payment of the greater of $100,000 or the remaining sums due under the
agreement.
Notwithstanding anything else to the contrary, if the Company or all
other subsidiar(ies) of the Company cease operations, then in that event this
Agreement will terminate and Employee shall only be entitled to receive the
compensation due as of the termination date.
5. DEFINITIONS.
As used in this Agreement, the following terms shall have the
following meanings:
(a) DISABILITY shall mean Employee's inability
caused by mental or physical illness to satisfactory perform his obligations and
duties hereunder for a consecutive period in excess of 120 days during the term
of this Agreement or for a period of 180 out of a total of 360 work days
(b) GOOD CAUSE shall mean any breach by Employee
of Employee's obligations hereunder, habitual neglect of duties, continued
incapacity or inability to perform the obligations set forth in this Agreement
or the conviction of any felony.
6. NOTICE. All notices or other communications which are required or
which may be given pursuant to the terms of this Agreement shall be in writing
and shall be delivered personally (and receipted for) or by registered or
certified mail, postage prepaid, return receipt requested. Any such notice shall
be deemed effective when personally delivered or five (5) days following its
deposit in the United States mail as specified.
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7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof and supersedes any
prior agreements or understandings respecting such subject matter. Employee
shall not assign any right hereunder, nor delegate any obligation, and any
purported assignment or delegation by Employee shall be void. Any modification
of this Agreement must be in writing and executed by both parties to this
Agreement.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.
9. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida. In the event of any dispute
arising under this Agreement, the prevailing party shall be entitled to recover
all costs including reasonable attorneys' fees.
10. SEVERABILITY. If any provision of this Agreement is for any reason
determined to be invalid or unenforceable, such determination shall not affect
the validity or enforcibility of any other provision hereof.
11. LIMITED PARTICIPATION. iBX is entering into this Agreement for the
limited purpose pertaining to conditional issuance of its common stock to the
Employee and shall have no responsibilities or obligations pertaining to any
other aspects of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above.
iBX GROUP INC. EMPLOYEE
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BY: Xxxxx Xxxxxxxx, for the Board Xxxx Xxxxxxxxx
PriMed Technologies, Inc.
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Xxxxx Xxxxxxxx
For the Board
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