EXHIBIT 10.37
[LOGO]
EMPLOYMENT AGREEMENT
Agreement dated this 1st day of January, 1999, by and between Able Telcom
Holding Corp., with its address at 0000 Xxxxx Xxxxx, Xxxxx 0000, Xxxx Xxxx
Xxxxx, Xxxxxxx, 00000, ("Employer"), and Xxxxxx Xxxxxxx of 0000 Xxxxxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
WITNESSETH:
WHEREAS, Employer is engaged in the telephone and telecommunication installation
and service, and manufacture, sale and installation of highway signs and traffic
control products; and
WHEREAS, Employer desires to employ Employee as its In-House counsel; and
WHEREAS, Employer desires to avail itself of the services of the Employee in
order that his knowledge and ability may be utilized in the conduct and
development of the business and affairs of Employer; and
WHEREAS, Employee has evidenced his willingness to enter into an employment
agreement with respect to his employment by Employer, pursuant to the terms and
conditions hereinafter set forth.
NOW THEREFORE, is consideration of the foregoing and mutual promises and
covenants herein contained, it is agreed as follows:
1. EMPLOYMENT: DUTIES
Employee shall devote his full time to the performance of services as in-house
counsel or to such other services as may from time to time be designated by the
Company's President or Board of Directors. Employee agrees to perform Employee's
services well and faithfully and to the best of Employee's ability to carry out
the policies and directives of the Company. Employee shall be based in West Palm
Beach, FL but Employee may be required from time to time to perform duties
hereunder for reasonably short periods of time outside said area.
2. FULL TIME EMPLOYMENT
Employee hereby accepts employment by Employer upon the terms and conditions
contained herein and agrees that during the term of this Agreement, Employee
shall devote all of his business time, attention and energies to the business of
Employer.
3. TERM
Employee's employment hereunder shall be for a term of two (2) years to commence
on the date hereof. This Agreement may be extended for an additional two year
term after the initial term of two (2) years. The Employee/Employer must give a
minimum of ninety (90) days prior written notice to the Employee/Employer that
either party elects to have the Agreement terminate effective at the end of any
term. If Employer violates a major provision of this Agreement, Employee may
terminate this Agreement and receive an amount equal to the provisions under
paragraph 5 of this agreement titled " Termination without Cause". At the end of
the two- year period, the Employee may sign a consulting agreement. The terms of
this Agreement will be negotiated not later than the 21st month of this
Agreement.
4. TERMINATION FOR CAUSE
Notwithstanding any other provision of this Agreement, Employee may be
terminated on ninety (90) days notice without further benefits or
compensation for any of the following reasons: a) misuse, misappropriation
or embezzlement of any Employer property or funds; b) conviction of a felony
or, c) breach of any material provision of this Agreement.
5. TERMINATION WITHOUT CAUSE
Termination without cause can only be effected by an action of the CEO. In the
event of the termination without cause, the Employee will be paid severance pay
equal to the term remaining in this agreement plus regular company fringe
benefits for the remaining term of the contract. Severance will be paid on the
day of termination of $50,000 with the balance paid bi-weekly over the next 12
months.
6. COMPENSATION
As full compensation for the performance of his duties on behalf of Employer,
Employee shall be compensated as follows:
i)BASE SALARY. Employer during the term hereof shall pay Employee a base
salary as follows:
January 1, 1999-June 30, 1999 $10,000 monthly
July 1, 1999 - December 31, 1999 11,000 monthly
January 1, 2000-June 30, 2000 12,000 monthly
July 1, 2000-December 31, 2000 12,500 monthly
ii) REIMBURSEMENT OF EXPENSES. Employer shall reimburse Employee for the
expenses incurred by Employee in connection with his duties hereunder, including
travel and entertainment, such reimbursement to be made in accordance with
regular Employer policy and upon presentation by Employee of the details of, and
vouchers for, such expenses.
iii) AUTOMOBILE ALLOWANCE. Employer shall provide Employee with an automobile
allowance of three hundred dollars ($300) per month.
7. OPTIONS
Employee will receive as at January 1, 1999 an option to purchase 40,000 shares
of common stock with a strike price equal to the NASDAQ price at the close of
business on December 31, 1998. Said option will vest as follows:
January 1, 1999 15,000
January 1, 2000 15,000
January 2, 2001 10,000
In the event of a change in control/ownership these options will vest
immediately.
8. FRINGE BENEFITS
During the term of this Agreement, Employer shall provide at its sole expense to
the Employee hospitalization, major medical, life insurance and other fringe
benefits on the same terms and conditions as it shall afford other management
employees.
9. UPON TERMINATION OF EMPLOYMENT
Subsequent to the termination of the employment of Employee, Employee will not
interfere with or disrupt or attempt to disrupt Employer's business relationship
with its customers or suppliers. Further, Employee will not solicit any of the
employees of Employer to leave the Employer for a period of three (3) years
following such termination. In addition, Employee agrees that all information
received from principals and agents of Employer will be held in total confidence
for a period of three (3) years following termination of employment, to the
extent such information is proprietary and not generally available to the public
or sources outside the company.
10. NOTICES
All notices hereunder shall be in writing and shall be sent to the parties at
the respective addresses above set forth. All notices shall be delivered in
person or given by registered or certified mail, postage prepaid, and shall be
deemed to have been given when delivered in person or deposited in the United
States mail. Either party may designate any other address to which notice shall
be given, by giving notice to the other such change of address in the manner
herein provided. Employer, or its management, directors, representatives,
employees or affiliates will not make any public announcements or any other
information related to Employee, directly or indirectly, without the express
written consent of Employee, except as required by law or regulation
11. SEVERABILITY OF PROVISIONS
If any provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, the remaining conditions and provisions or portions thereof shall
nevertheless remain in full force and effect and enforceable to the extent they
are valid, legal and enforceable, and no provision shall be deemed dependent
upon any other covenant or provision unless so expressed herein.
12. ENTIRE AGREEMENT: MODIFICATION
All prior agreements (prior to January 1, 1999) with respect to the subject
matter hereof between the parties are hereby cancelled. This Agreement contains
the entire agreement of the parties relating to the subject matter hereof, and
the parties hereto have made no agreements, representations or warranties
relating to the subject matter of this Agreement which are not set forth herein.
No modification of this Agreement shall be valid unless made in writing and
signed by the parties hereto.
13. BINDING EFFECT
The rights, benefits, duties and obligations under this Agreement shall inure
to, and be binding upon, the Employer, its successors and assigns, and upon the
Employee and his legal representatives, heirs and legatees. This Agreement
constitutes a personal service agreement, and the performance of the Employee's
obligations hereunder may not be transferred or assigned by the Employee.
14. NON-WAIVER
The failure of either party to insist upon the strict performance of any of the
terms, conditions and provisions of this Agreement shall not be construed as a
waiver or relinquishment of this Agreement shall not be construed as a waiver or
relinquishment of future compliance therewith, and said terms, conditions and
provisions shall remain in full force and effect. No waiver of any term or
condition of this Agreement on the part of either party shall be effective for
any purpose whatsoever unless such waiver is in writing and signed by such
party.
15. GOVERNING LAW
This Agreement shall be construed and governed by the laws of the State of
Florida.
16. ARBITRATION
Any controversy or claim arising under, out of, or in connection with this
Agreement or any breach or claimed breach hereof, shall be settled by
arbitration before the American Arbitration Association, in Palm Beach County,
Florida, before a panel of three arbitrators, in accordance with its rules, and
judgment upon any award rendered may be entered in any court having jurisdiction
thereof.
17. HEADINGS
The headings of the paragraphs herein are inserted for convenience and shall not
affect any interpretation of this Agreement.
IN WITNESS WHEREOF the parties have set their hands and seals this 4th day of
January, 1999.
Witness: Employer: ABLE TELCOM HOLDING CORP.
By: /s/ XXXXXXXXX XXXXXXX By: /s/ XXXXX X. XXX
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Xxxxx X. Xxx
Chief Executive Officer
Witness: Employee:
By: /s/ XXXXXXXXX XXXXXXX By: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
