EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), dated as of June 15, 1998, by and
between Xxxxxxx Xxxxxxx (the "Executive") and NAM Corporation, a Delaware
corporation (the "Company").
W I T N E S S E T H :
WHEREAS, the Executive has an Employment Agreement with the Company;
and
WHEREAS, it is important to the Company that it continues to have the
benefits of the Executive's services, experience and loyalty, and Executive
has indicated her willingness to continue to provide her services on the terms
and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties, subject to the terms and conditions
set forth below, intending to be legally bound, hereto agree as follows:
1. Employment.
(a) General. The Company hereby employs the Executive and the
Executive agrees upon the terms and conditions herein set forth to serve as
Executive Vice President of the Company. The Executive shall devote all of her
efforts to the Company and will work at the Company's New York office and
travel as required.
(b) Duties. Executive shall be employed by the Company. The duties of
the Executive as Executive Vice President shall include primary responsibility
for the staffing and performance of the Company's offices and such other
responsibilities as the Chief Executive Officer (the "CEO") of the Company may
reasonably delegate to the Executive. The Executive shall report to the CEO
and the CEO may alter the duties of the Executive as necessary for the benefit
of the Company.
(c) All prior agreements between the Company and the Executive are
terminated and are superceded by this Agreement.
1. Term of Employment. The Company hereby employs the Executive and
the Executive shall serve in the employ of the Company for a period commencing
on June 15, 1998 and extending through and including June 14, 2001 (the
"Employment Term"). This Agreement shall automatically renew for additional
terms of one (1) year unless terminated on sixty (60) days written notice
prior to the end of any Employment Term given by either party. The term
Employment Term shall include all renewal periods under this Agreement.
2. Compensation and Other Benefits. The Company shall pay and provide
the following compensation and other benefits to the Executive during the
Employment Term:
(a) Base Salary. The Company shall pay to the Executive a minimum
annual base salary of $125,000 (the "Base Salary") for the first year of this
Agreement. The Base Salary shall increase by five percent (5%) on June 15 of
each succeeding year of this Agreement. Such Base Salary shall be paid every
two (2) weeks to the Executive.
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(b) Fringe Benefits. The Executive shall be entitled to receive
fifteen (15) days paid vacation for each twelve (12) month period (the
"Vacation Time") during the Employment Term. The Executive shall receive $400
a month towards the lease and operation of an automobile. The Executive shall
also receive a life insurance policy of $250,000. Further, the Executive shall
not contribute toward her full family health insurance coverage. In addition,
the Executive during the Employment Term shall participate in all present or
future employee benefit plans of the Company that she meet the eligibility
requirements therefore.
(c) Business Expenses. During the Employment Term, the Company shall
promptly reimburse the Executive for all ordinary and necessary travel
expenses, business expenses, and other disbursements incurred by her for or on
behalf of the Company, in the performance of her duties hereunder subject to
the approval of the CEO of the Company.
(d) Bonus. The Executive is eligible to receive an annual bonus at
the discretion of the Company's Chief Executive Officer.
3. Representations and Warranties of Employee. Executive represents
and warrants to the Company that the: (a) Executive is under no contractual or
other restriction or obligation which is inconsistent with the execution of
this Agreement, the performance of her duties hereunder, or the other rights
of the Company hereunder; and (b) Executive is under no physical or mental
disability that would hinder her performance of duties under this Agreement.
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4. Non-Competition. Executive agrees that she will not (a) during the
period she is employed under this Agreement engage in, or otherwise directly
or indirectly be employed by, or act as a consultant or lender to, or be a
director, officer, employee, owner, member, or partner of, any other business
or organization that is or shall then be competing with the Company, and (b)
for a period of one year after she ceases to be employed by the Company under
this Agreement, directly or indirectly compete with or be engaged in the same
business as the Company, or be employed by, or act as consultant or lender to,
or be a director, officer, employee, owner, member, or partner of, any
business or organization which, at the time of such cessation, competes with
or is engaged in the same business as the Company.
5. Patents; Copyrights. Any interest in patents, patent applications,
inventions, copyrights, developments, and processes ("Such Inventions") which
Executive now or hereafter during the period she is employed by the Company
under this Agreement may own or develop relating to the fields in which the
Company may then be engaged shall belong to the Company; and forthwith upon
request of the Company, Executive shall execute all such assignments and other
documents and take all such other action as the Company may reasonably request
in order to vest in the Company all her right, title, and interest in and to
Such Inventions, free and clear of all liens, charges, and encumbrances.
6. Confidential Information. All confidential information which
Executive may now possess, may obtain during the Employment Term, or may
create prior to the end of the period she is employed by the Company under
this Agreement, relating to the business of the Company or of any customer or
supplier of the Company shall not be published, disclosed, or made accessible
by her to any other person, firm, or corporation during the Employment Term or
any time thereafter without the prior written consent of the Company.
Executive shall return all tangible evidence of such confidential information
to the Company prior to or at the termination of her employment and will
attend an exit interview at such time.
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7. Termination.
(a) Notwithstanding anything herein contained, if on or after the
date hereof and prior to the end of the Employment Term, Executive is
terminated "For Cause" (as defined below) then the Company shall have the
right to give notice of termination of Employee's services hereunder as of a
date to be specified in such notice, and this Agreement shall terminate on the
date so specified. Termination "For Cause" shall mean Executive shall (i) be
convicted of a felony crime, (ii) commit any act or omit to take any action in
bad faith and to the detriment of the Company, (iii) commit an act of moral
turpitude, (iv) commit an act of fraud against the Company, or (v) materially
breach any term of this Agreement and fail to correct such breach within ten
days after commission thereof.
(b) In the event that Executive shall be physically or mentally
incapacitated or disabled or otherwise unable fully to discharge her duties
hereunder for a period of six months, then this Agreement shall terminate upon
90 days' written notice to Executive, and no further compensation shall be
payable to Executive, except as may otherwise be provided under any disability
insurance policy.
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(c) In the event that Executive shall die, then this Agreement shall
terminate on the date of Executive's death, and no further compensation shall
be payable to Executive, except as may otherwise be provided under any
insurance policy or similar instrument.
(d) In the event that this Agreement is terminated "For Cause"
pursuant to Section 8(a), then Executive shall be entitled to receive only her
salary at the rate provided in Section 3 to the date on which termination
shall take effect. Further, Executive shall immediately resign from the Board
of Directors.
(e) Nothing contained in this Section 8 shall be deemed to limit any
other right the Company may have to terminate Employee's employment hereunder
upon any ground permitted by law.
8. Merger, Etc.
(a) In the event of a future disposition of the properties and
business of the Company, substantially as an entirety, by merger,
consolidation, sale of assets, sale of stock, or otherwise, then the Company
may elect to assign this Agreement and all of its rights and obligations
hereunder to the acquiring or surviving corporation.
9. Survival. The covenants, agreements, representations, and
warranties contained in or made pursuant to this Agreement shall survive
Executive's termination of employment, irrespective of any investigation made
by or on behalf of any party.
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10. Amendment; Waiver. This Agreement may not be modified, amended or
waived in any manner except by an instrument in writing signed by all the
parties hereto. Failure to exercise any rights hereunder shall not constitute
a waiver of such rights.
11. Governing Law. All matters affecting or in connection with this
Agreement, the employment of the Executive or the termination or resignation
of the Executive, are to be governed by, interpreted and construed in
accordance with the laws of the State of New York without giving effect to the
state's conflict of law principles. Any state or federal court sitting in New
York City shall have exclusive venue and jurisdiction regarding any matter
arising hereunder.
12. Notices. Any notice or consent hereunder by either party to the
other shall be given in writing and shall be deemed to be delivered the same
day if delivered by personal delivery or five (5) days from the date if mailed
by certified mail, return receipt requested addresses as follows:
If to the Executive: Xxxxxxx Xxxxxxx
000 Xxxx 00xx Xxxxxx, Xxx. 0X
Xxx Xxxx, Xxx Xxxx 00000
If to the Company: NAM Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx Xxxx, Xxx Xxxx 00000
Attn.: CEO
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13. Severability. Each provision hereof is intended to be severable,
and the invalidity of any portion of this Agreement shall not affect the
validity or legality of the remainder hereof.
14. Counterparts. This Agreement may be executed by the parties
hereto in counterpart, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument.
15. Headings. The headings of paragraphs herein are included solely
for convenience of reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.
16. Successors and Assigns. This Agreement shall be binding upon any
successor or assign of the Company.
17. Arbitration. The parties agree that in the event of any dispute
or controversy arising out of or in connection with this Agreement or any
alleged breach thereof (a "Dispute"), the parties shall submit the Dispute for
arbitration in New York City before three (3) arbitrators; one arbitrator
shall be chosen by the Executive, one arbitrator by the Company and the third
by the two other arbitrators. If any party fails to choose its arbitrator
within thirty (30) days after a request is made to designate an arbitrator,
then that party waives its right to choose an arbitrator and the arbitration
shall immediately go forward before the one arbitrator chosen by the
non-breaching party. The decision of the arbitrators will be final and binding
upon the parties, and the judgment of a court of competent jurisdiction may be
entered thereon. Fees of the arbitrators and the cost of arbitration shall be
borne as determined by the arbitrators.
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IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date first written above.
NAM CORPORATION
By: /s/ Roy Israel /s/ Xxxxxxx Xxxxxxx
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Name: ROY ISRAEL XXXXXXX XXXXXXX
Title: CEO
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