Exhibit A
EMPLOYMENT AGREEMENT AS A PART OF NRSI POLICIES AND PROCEDURES MANUAL
Employment Agreement, between Naples Realty Services, Inc. (the
"Company") and Xxxx X. Xxxxxxxxx (the "Employee").
1. The Company employs the Employee on the following terms and
conditions.
2. Term of Employment. Subject to the provisions for termination set
forth below this agreement will begin on 5/1, 2000 and terminate on 4/30,
2001, subject to automatic annual renewals.
3. Salary. The Company will pay the Employee a salary of *increase
from $80,000 to $105,000 per year, for the services of the Employee,
payable at regular payroll periods. $12,500 annual effective 5/1/2000,
additional $12,500 at 2nd round of financing.
3a. Other Compensation. Employee will qualify for inclusion in the
company stock plan: 1,000 shares of stock for each company-owned office
formed after 5/1/00 plus additional 5,000 shares at addition of each 20
agents, capped at 320,000 total shares.
4. Duties and Position. The Company hires Employee as President and
Principal Broker and his/her duties will be described in most current
Policies and Procedures Manual. The Employee's duties may be reasonably
modified at the Company's direction.
5. Employee to Devote Full Time to Company. The Employee will devote
full time, attention and energies to the business of the Company, and
during employment, will not engage in any other business activity*,
regardless of whether such activity is pursued for profit, gain or other
pecuniary advantage. However, the Employee is not prohibited from making
personal investments in any other businesses, so long as those
investments do not require participation in the operation of the
companies in which he/she invests. *Excluding Salestar System
6. Confidentiality of Proprietary Information. The Employee agrees that
they will not, during or after the term of his employment, reveal such
information, or any part of it, to any person, firm, corporation, or
association. If the employee does reveal, or threaten to reveal, this
information, the Company will be entitled to an injunction restraining
the Employee from disclosing same or from rendering any services to any
entity to whom said information has been or is threatened to be
disclosed. The right to secure an injunction is not exclusive, and the
Company may pursue any other remedies it has against the Employee for a
breach or threatened breach of this condition, including the recovery of
damages from the Employer.
7. Reimbursement of Expenses. The Employee may incur reasonable
expenses for promoting the Company's business, including expenses for
approved entertainment, travel and similar items on behalf of the
Company. The Company will reimburse the Employee for all business
expenses after the Employee presents an itemized account of expenditures.
8. Vacation. The Employee will be entitled to a yearly vacation as
described in Policies and Procedures Manual at full pay. The Employee
will take the yearly vacation over a consecutive period only during the
period between May 1, and November 30.
9. Sickness/Disability. In addition to the provisions described in the
Policies and Procedures Manual, if the Employee cannot perform his/her
duties because of illness or incapacity for a period of more than four
consecutive weeks, the compensation thereafter will be reduced by 75
percent. The Employee's full compensation will be reinstated when he/she
returns to work and is able to discharge his/her duties. However, if the
Employee is absent from work for any reason other than disability for a
continuous period of over three weeks, the Company may terminate the
Employee's employment, and the Company's obligations under this agreement
will cease on that date.
10. Termination of Agreement. In addition to the provisions described
in Policies and Procedures, the Company may terminate this agreement at
any time upon 14 days written notice to the Employee; if the Company
requests, the Employee will continue to perform his duties and be paid
his regular salary up to the date of termination, in addition, the
Company will pay the Employee on the date of termination a severance
allowance of $500.00 less taxes and social security required to be
withheld. Without cause, the Employee may terminate his employment upon
14 days written notice to the Company; the Employee will be required to
perform his duties and will be paid his regular salary up to the date of
termination but will not receive a severance allowance. Further, despite
anything to the contrary contained in this agreement, the Company may
terminate the Employee's employment without notice if any of the
following events occur:
a. The sale of substantially all of the Company's assets to a
single purchaser or group of associated purchasers; or
b. The sale, exchange, or other disposition, in one
transaction of the majority of the Company's outstanding corporate
shares; or
c. The Company's bona fide decision to terminate its business
and liquidate its assets; or
d. The merger or consolidation of the Company with another
company;
e. Other actions or activities as described in current
Policies & Procedures Manual under Termination Provisions.
11. Death Benefits. If the Employee dies during his term of employment,
the Company will pay to the Employee's estate any compensation due him up
to the end of the month in which the Employee dies.
12. Restriction on Postemployment Competition. For a period of one (1)
year after the end of this agreement, the Employee will not within a 10
mile radius of the Company's present place of business, own, manage,
operate, control, consult to or be employed by any business similar to
that conducted by the Company.
13. Assistance in Litigation. The Employee will, upon reasonable
notice, furnish such information and proper assistance to the Company as
it may reasonably require in connection with any litigation in which it
is or may become, a party.
14. Effect of Prior Agreements. This agreement supersedes any prior
agreement between the Company or any predecessor of the Company and the
Employee, except that this agreement shall not affect or operate to
reduce any benefit or compensation inuring to the Employee of a kind
elsewhere provided and not expressly provided in this agreement. Any
provision of the Policy and Procedures Manual that is contrary to that
stated herein, the provision of the Policy and Procedures shall prevail.
15. Settlement by Arbitration. Any claim or controversy that arises our
of or relates to this agreement or the breach of it, will be settled by
Mediation Services offered by the 20th Judicial Court System, Xxxxxxx
County, Florida.
16. Limited Effect of Waiver by Company. IF the Company waives the
breach of any provision of this agreement by the Employee, that waiver
will not operate or be construed as a waiver of later breaches by the
Employee.
17. Severability. If, for any reason, any provision of this agreement
is held invalid, the other provisions of this agreement will remain in
effect, insofar as is consistent with the law. If this agreement is held
invalid or cannot be enforced, then to the full extent permitted by law
any prior agreement between the Company (or any predecessor thereof) and
the Employee will be deemed reinstated as if this agreement had not been
executed.
18. Assumption of Agreement by Company's Successors and Assignees. The
Company's rights and obligations under this agreement will inure to the
benefit of and be binding upon the Company's successors and assignees.
19. Oral Modifications Not Binding. This instrument is the entire
agreement of the Company of the Employee. Oral changes will have no
effect. It may be altered only by a written agreement signed by the party
against whom enforcement of any waiver, change, modification, extension,
or discharge is sought.
Signed this day of , 2000.
/s/ Xxxxxxx Xxxx /s/ Xxxx X. Xxxxxxxxx
Company Employee
