EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of January
1, 2004 (the "Effective Date") by and between CTD HOLDINGS, INC., a Florida
corporation (the "Company"), and XXXXXX X. FAILS (the "Employee").
RECITALS:
This Agreement is intended to provide for the employment of Employee by
the Company from and after the date hereof, all on the terms and conditions
herein set forth.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Employment.
1.1. Subject to Section 3 below, the Company hereby employs Employee for a term
beginning on January 1, 2004, and ending December 31, 2004 (the "Employment
Term"), commencing on the Effective Date, to serve as the Operations
Manager of the Company and to perform such services and duties as are
consistent with such position and as may be directed by the Company's Board
of Directors. Employee hereby accepts such employment. Employee shall not
engage in any venture or activity that materially interferes with
Employee's performance of his duties hereunder. The Employee agrees to be
present and to work such hours and at such times as are reasonably
requested by the Company. Employee's offices shall be located in
Gainesville, Florida.
1.2. Employee may extend the term of this Agreement at the end of each elapsed
year by giving written notice of such extension not less than sixty (60)
days prior to the first anniversary of this Agreement and each anniversary
thereafter that the term of this Agreement is to be extended. Immediately
following the exercise this election to extend, the remaining term of this
Agreement will be one (1) years plus the period remaining in the year
notice of the extension is given.
2. Compensation and Benefits. During the Employment Term, the Company shall pay
Employee the compensation and other amounts set forth below.
2.1. Salary. The Company shall pay Employee a salary of One Thousand Nine
Hundred Dollars ($1,900) per month through December 31, 2004. An additional
$1,000 per month shall be paid by the transfer of shares of the Company's
common stock valued as of the closing of the market on the last trading day
of each month during 2004. The shares issuable hereunder shall be
accumulated and issued following the end of the term of this agreement in a
single certificate. The Employee's Salary shall be payable according to the
Company's regular payroll practices and subject to such deductions as may
be required by law.
2.2. Benefits. Employee shall receive: (i) the employee benefits and perquisites
provided by the Company to its executive officers from time-to-time,
including two (2) weeks' paid vacation during each calendar year; (ii)
reimbursement for reasonable and necessary out-of-pocket expenses incurred
in the performance of his duties hereunder, including, but not limited to,
travel and entertainment expenses (such expenses shall be reimbursed by the
Company, from time to time, upon presentation of appropriate receipts
therefor); and (iii) reimbursement for Employee's health insurance up to
$_________ per year.
3. Termination. The Employee's employment pursuant to this Agreement shall be
terminated by the first to occur of the following events.
3.1. The death of Employee.
3.2. The Complete Disability of Employee. "Complete Disability" as used herein
shall mean the inability of Employee, due to illness, accident or any other
physical or mental incapacity, to perform the services provided for in this
Agreement for an aggregate of 120 days within any period of twelve (12)
consecutive months during the term hereof.
3.3. The discharge of Employee by the Company for Cause. "Cause" as used herein
shall mean:
3.3.1. conviction of a felony or a crime involving moral turpitude;
3.3.2. acts of fraud by Employee against the Company or its affiliates, or
in connection with the performance of his duties hereunder, as
determined by the Company after investigation, notice of the charge to
Employee and after allowing Employee an opportunity to explain the
conduct in question;
3.3.3. the Employee's willful and material failure or refusal to perform
Employee's duties and obligations under this Agreement, (a "Default");
provided, however, that in the case of this subsection; termination
for "Cause" shall occur only if the Company has given written notice
of the Default to Employee and Employee has failed to cure the Default
in question during a period of seven (7) days after the date of
Employee's receipt of such notice.
3.4. Upon any termination pursuant to Section 3.1, the Company shall be released
from all obligations hereunder (except for the obligation to pay any
compensation and benefits described in Section 2 hereof which are accrued
and unpaid as of the date of termination).
3.5. Employee shall not be required to pay any Company related expense for later
reimbursement by the Company. The Company will approve and pay Company
related expenses in advance.
4. Successors. This Agreement is personal to Employee and may not be assigned by
Employee. This Agreement is not assignable by the Company except in connection
with the sale of all or substantially all of the Company's assets or stock or
upon a merger or any similar transaction. Subject to the foregoing, this
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.
5. Miscellaneous.
5.1. Modification and Waiver. Any term or condition of this Agreement may be
waived at any time by the party hereto that is entitled to the benefit
thereof; provided, however, that any such waiver shall be in writing and
signed by the waiving party, and no such waiver of any breach or default
hereunder is to be implied from the omission of the other party to take any
action on account thereof. A waiver on one occasion shall not be deemed to
be a waiver of the same or of any other breach on a future occasion. This
Agreement may be modified or amended only by a writing signed by both
parties hereto.
5.2. Governing Law. This Agreement shall be construed in accordance with, and
all actions arising under or in connection therewith shall be governed by,
the internal laws of the State of Florida. The parties hereto agree that
any claim or dispute arising under or in connection with this Agreement
shall be submitted for adjudication exclusively in courts of Alachua
County, Florida, and both parties hereto expressly agrees to be bound by
such selection of jurisdiction and venue for purposes of such adjudication.
In any action arising out of or in connection with this agreement, the
prevailing party shall be entitled to recover its reasonable attorney's
fees incurred.
5.3. Tax Withholding. The Company may withhold from any amounts payable under
this Agreement such taxes as shall be required to be withheld pursuant to
any applicable law or regulation.
5.4. Section Captions. Section and other captions contained in this Agreement
are for reference purposes only and are in no way intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or
any provision hereof.
5.5. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.
5.6. Integrated Agreement. This Agreement constitutes the entire understanding
and agreement among the parties hereto with respect to the subject matter
hereof, and supersedes any other employment agreements executed before the
date hereof. Except with respect to the Investment Agreement and the
transactions contemplated thereby, there are no agreements, understandings,
restrictions, representations, or warranties among the parties other than
those set forth herein or herein provided for.
5.7. Interpretation. No provision of this Agreement is to be interpreted for or
against any party because that party or that party's legal representative
drafted such provision. For purposes of this Agreement: "herein," "hereby,"
"hereunder," "herewith," "hereafter," and "hereinafter" refer to this
Agreement in its entirety, and not to any particular section or subsection.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and all of which shall constitute one and the
same instrument.
5.8. Notices. All notices, requests, demands, or other communications required
or permitted hereunder shall be in writing and shall be deemed to have been
duly given upon receipt if delivered in person or by Federal Express (or
similar overnight courier service) to the parties at the following
addresses:
If to Employee: Xxxxxx X. Fails
0000 X.X. 000xx Xxxxxx
Xxxxxxxxxxx XX 00000
If to the Company: CTD Holdings, Inc.
00000 XX 00xx Xxxxxx
Xxxx Xxxxxxx XX 00000
5.9. Any party may change the address to which notices, requests, demands or
other communications to such party shall be delivered or mailed by giving
notice thereof to the other parties hereto in the manner provided herein.
Any notice may be given on behalf of a party by its counsel.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the Effective Date.
COMPANY:
CTD HOLDINGS, INC.
By: ___________________________________
C.E. Xxxx Xxxxxxxx
President/Chief Executive Officer
EMPLOYEE:
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XXXXXX X. FAILS
