EXHIBIT 10.51
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into as of the
1st day of December, 1996 by and between STAFF BUILDERS, INC.
("Staff Builders"), a New York corporation, located at 0000 Xxxxxx
Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx, 00000 and XXXXXX XXXXXXXX
("Executive"), an individual residing at 00 Xxxxxxxxxx Xxxx, Xxxxx
Xxxxx, Xxx Xxxx, 000000
WHEREAS, Staff Builders and the Executive have previously
entered into an Employment Agreement dated as of July 26, 1993, the
term of which expired on November 30, 1996 (the "Current Employment
Agreement"); and
WHEREAS, the parties hereto wish to set forth the terms and
conditions of an employment agreement to become effective as of
December 1, 1996.
NOW, THEREFORE, in consideration of their mutual promises and
other adequate consideration, Staff Builders and the Executive do
hereby agree as follows:
1. EMPLOYMENT. Staff Builders will employ the
Executive as Senior Vice President, Franchise Operations.
2. DUTIES. The Executive shall be responsible for
the management of Staff Builders Franchising Division. The
Executive shall report to, and be subject to the supervision of,
the Board of Directors of Staff Builders and the Chairman of the
Board. The Executive shall devote his best efforts and attention
to the diligent performance of his duties hereunder and to the
advancement of the business and interests of Staff Builders.
3. TERM. This Agreement shall be effective on
December 1, 1996 and shall remain in effect until November 30, 1999
unless terminated prior to such date.
4. COMPENSATION.
(a) Salary. The Executive shall be paid a salary
during the term hereof in weekly installments at the following
rates:
December 1, 1996 - November 30, 1997 $175,000.00
December 1, 1997 - November 30, 1998 $185,000.00
December 1, 1998 - November 30, 1999 $195,000.00
(b) Vacation and Benefits. The
Executive is entitled to four (4) weeks annual vacation. The
Executive shall be eligible to receive and participate in all
benefits which Staff Builders provides or makes available to its
employees and/or officers.
(c) Expenses. Staff Builders shall reimburse the
Executive for all reasonable and necessary business expenses upon
submission by the Executive of receipts, accounts or such other
documents reasonably requested by Staff Builders.
(d) Car Allowance. Executive shall be entitled
to a car allowance of $6,600 per year, payable monthly.
5. SEVERANCE.
(a) If after a Change of Control (as defined
below.) the Executive's employment hereunder, is terminated by
Staff Builders within 180 days after the change of control for any
reason (other than the commission of a felony or the perpetrating
of a fraud against Staff Builders), the Executive shall be entitled
to receive an amount equal to twelve (12) months salary, which
shall be payable within fifteen (15) business days after the date
of termination.
(b) A "Change of Control" shall occur hereunder if
a person, corporation, partnership association or entity (i)
acquires a majority of Staff Builders' outstanding voting
securities, (ii) acquires securities of the Company bearing a
majority of the voting power with respect to the election of
Directors of the Company, or (iii) acquires all or substantially
all of Staff Builders' assets.
6. NOTICES. Any written notice permitted or
required under this Agreement shall be deemed sufficient when hand
delivered or posted by certified or registered mail, postage,
prepaid, and addressed to:
Staff Builders, Inc. Xxxxxx Xxxxxxxx
0000 Xxxxxx Xxxxxx 00 Xxxxxxxxxx Xxxx
Xxxx Xxxxxxx, Xxx Xxxx 00000 Stony Xxxxx, Xxx Xxxx 00000
Attention: President
Either party may, in accordance with the provisions of this
Section, give written notice of a change of address, in which event
all such notices and requests shall therefore be given as above
provided at such changed address.
7. NON-COMPETITION BY EXECUTIVE.
(a) Upon termination of Executive's employment
hereunder for any reason (including, without limitation,
resignation of the Executive), Executive agrees not to compete, in
the manner described hereinafter, with the business currently
conducted by Staff Builders in the United States, for a period of
six (6) months following such termination. Executive agrees that
during such period, he will not be employed by, work for, advise,
consult with, serve or assist in any way, directly or indirectly,
any party whose activities or business is similar to that of Staff
Builders. The foregoing restrictions on competition by Executive
shall be operative for the benefit of Staff Builders and of any
business owned or controlled by Staff Builders, or any successor or
assign of any of the foregoing.
(b) If the period of time or geographical areas
specified under this Section should be determined to be
unreasonable in any judicial proceeding, then the period of time
and areas of the restriction shall be reduced so that this
Agreement may be enforced in such areas and during such period of
time as shall be determined to be reasonable.
8. BINDING EFFECT.
This Agreement shall be binding
upon and inure to the benefit of Staff Builders, its successors and
assigns and the Executive, his heirs and executors.
9. SEVERABILITY. The invalidity or unenforceability
of any provision of this Agreement shall in no way, affect the
validity or enforceability of any other provision, or any part
thereof.
10. APPLICABLE LAW This Agreement shall be
governed by and construed in accordance with the laws of the State
of New York.
11. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties hereto pertaining to the
subject matter hereof and supersedes all prior and contemporaneous
agreements understandings, negotiations, and discussions, whether
oral or written, of the parties, and there, are no warranties,
understandings, representations, or other agreements between the
parties in connection with the subject matter hereof except as
specifically set forth herein.
12. MODIFICATION TERMINATION, OR WAIVER. This
Agreement may only be amended or modified by a written instrument
executed by the party to be charged. The failure of any party at
any time to require performance of any provision of this Agreement
shall in no manner affect the right of such party at a later time
to enforce the same.
IN WITNESS WHEREOF, Staff Builders and the Executive
have executed this Agreement as of the date first written above.
STAFF BUILDERS, INC.
BY: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
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