EXHIBIT 4.3
EMPLOYMENT AGREEMENT
BETWEEN
A SUBSIDIARY CORPORATION TO BE FORMED BY
THE XXXXX GROUP, INC.
AND
XXXXXX X. XXXXXX, XX.
AGREEMENT dated this 22 day of April, 1999, between a
subsidiary corporation to be formed by THE XXXXX GROUP,
INC., a New Jersey corporation to be formed (hereinafter the
"Company") which will have its principal place of business
at 00 Xxxxxx Xxxxx, Xxxxx, XX 00000, and Xxxxxx X. XxXxxx,
Xx. (hereinafter the "Employee").
WHEREAS, the Company desires to acquire the services of
Employee because of his special knowledge and skills; and,
NOW, THEREFORE, in consideration of the foregoing, ten
dollars paid in hand, and other good and valuable
consideration, receipt and sufficiency of which is hereby
acknowledged, the following is agreed:
1. DUTIES
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The Company hereby employs Employee as a manager of the
business which has been conveyed this day to the Company,
having powers and duties in that capacity as set for the
from time to time by the President of the Company. Employee
shall devote his full time and best efforts to the Business
of the Company.
2. COMPENSATION
------------
As compensation for his services to the Company, in whatever
capacity rendered, the Company shall pay to Employee once
every two weeks the sum of $1,731 as gross
salary. This salary shall be paid over the term of this
Agreement which is five years, with a 5% increase being made
on each anniversary date of this Agreement. This Agreement
shall be renewed for one additional five year term provided
that all material terms of this Agreement are performed by
Employee provided that both mutually agree.
In addition, Employee shall be entitled to incentive
payments as follows: 1) cash equal to one percent (1%) of
the gross profit (gross sales less discounts less costs of
goods sold) derived from house accounts defined as all
current accounts of Hardyston Distributor purchased today by
the Company; 2) cash equal to two percent (2%) of the gross
profit on all new clients obtained during the term of this
agreement only on orders placed by each of said new clients
for twelve months following said each new client's first
order where after said account will become a house account;
3) stock or stock options equal in cash value based upon the
average of the bid and asked price on the day preceding the
date of issuance equal to one percent (1%) of gross profit
on all supervised accounts upon achieving in excess of one
million dollars ($1,000,000) in total revenue for a fiscal
year; and, 4) stock or stock options equal in cash value
based upon the average of the bid and asked price on the day
preceding the date of issuance equal to one-half percent
(0.5%) of the gross profit in excess of two million dollars
($2,000,000) in total revenue for a fiscal year, so that the
total stock and stock option compensation under items 3) and
4) of this paragraph 2 shall equal 1.5% of the gross profit
on total revenue above said two million dollars.
($2,000,000).
3. EXPENSES
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The Employee may incur reasonable expenses for promoting the
business of the Company, including expense for travel,
entertainment and similar items. The Company
will reimburse the Employee for all such expenses upon the
presentation by the Employee, from time to time, of an
itemized account justifying such expenditures. Such
reimbursement shall be provided within 30 working days of
such presentation by Employee. If the Company determines,
in its sole discretion, that this method allowing expenses
is not in the best interest of the Company, the Company may
impose such other method, if any, for allowing such expense,
including elimination of the same.
4. NOTICE
------
Any notice required to be given pursuant to the provisions
of this Agreement shall be in writing and by registered
mail, and mailed to the parties at the following addresses:
COMPANY: 00 Xxxxxx Xxxxx
Xxxxx 000
Xxxxx, XX 00000
EMPLOYEE: 00-X Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
5. TERMINATION
-----------
This Agreement may be terminated in any one of the following
manners:
1. The death of Employee
2. The failure of the company, as evidenced by
filing under the Bankruptcy Act for
liquidation, or the making of an assignment
for the benefit of creditors; or,
3. A material breach of the Assignment and Non-
Disclosure Agreement executed between the
Company and the Employee.
6. APPLICABLE LAW
--------------
This Agreement shall be governed by the laws of the State of
New Jersey and shall be enforceable only in the Superior
Court of New Jersey for Bergen County. If any provision of
this Agreement is declared void, such provision shall be
deemed severed from this Agreement, which shall otherwise
remain in full force and effect.
7. BINDING EFFECT
--------------
This Agreement shall have binding effect upon the parties
hereto, when approved by the Board, and upon their
respective personal representatives, legal representatives,
successors and assigns. Any waiver of any breach of this
Agreement shall be made in writing and shall be applicable
only to such breach and shall not be construed to waive any
subsequent or prior breach other than the specific breach so
waived.
8. SUPERSEDES EARLIER AGREEMENTS
-----------------------------
This Agreement supersedes all earlier agreements between the
Employee and the Company with respect to Employee's
employment by the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement
the date first written above.
THE XXXXX GROUP, INC.
/s/ Xxxxxx X. XxXxxx /s/ Xxxxxx Xxxxxxxxxxx, Xx.
----------------------- ---------------------------
Xxxxxx X. XxXxxx, Xx. Xxxxxx Xxxxxxxxxxx, Xx.
President
ADDENDUM No. 1
TO
EMPLOYMENT AGREEMENT
BETWEEN
HARDYSTON DISTRIBUTORS, INC
A SUBSIDIARY OF
THE XXXXX GROUP, INC.
AND
XXXXXX X. XXXXXX, XX.
ADDENDUM No. 1, dated May 15, 2000, to the AGREEMENT dated
the 22 day of April, 1999, between Hardyston Distributors,
Inc., a subsidiary corporation of THE XXXXX GROUP, INC., a
Delaware corporation (hereinafter the "Company") which will
have its principal place of business at 00 Xxxxxxx Xxxxx,
Xxxx Xxxxxxxx, XX 00000, and Xxxxxx X. XxXxxx, Xx.
(hereinafter the "Employee").
WHEREAS, the Company employs the services of Employee
because of his special knowledge and skills; and,
NOW, THEREFORE, in consideration of and hereby acknowledged,
that the following Addendum agreed:
1) COMPENSATION
For year one (1) of the Agreement, in lieu of Xx. XxXxxx'x
incentive payments as summarized below:
1) cash equal to one percent (1%) of the gross profit
(gross sales less discounts less costs of goods sold)
derived from house accounts defined as all current accounts
of Hardyston Distributors purchased today by the Company; 2)
cash equal to two percent (2%) of the gross profit on all
new clients obtained during the term of this agreement only
on orders placed by each of said new clients for twelve
months following said each new client's first order where
after said account will become a house account.
Xx. XxXxxx, Jr. has agreed to accept the following:
Xx. XxXxxx shall be entitled to options under the Company's
Non-Statutory Option Plan. The Employee shall be granted the
option to purchase an aggregate of 100,000 shares of The
Xxxxx Group, Inc. common stock, $0.001 par value per share,
at an exercise price of $0.05 per share. Upon signing this
agreement, the Company will file the appropriate
registration statement and upon filing the registration
statement, Employee may exercise these options at any time
within the plan's limitations.
2) SUPERSEDES EARLIER AGREEMENTS
This Addendum No. 1 to the Agreement dated April 22, 1999
supersedes all earlier agreements between the Employee and
the Company with respect to Employee's employment by the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement
the date first written above.
THE XXXXX GROUP, INC.
/s/ Xxxxxx X. XxXxxx, Xx. /s/ Xxxxxx Xxxxxxxxxxx, Xx.
-------------------------- ---------------------------
Xxxxxx X. XxXxxx, Xx. Xxxxxx Xxxxxxxxxxx, Xx.
President
