EXHIBIT 10.1
EMPLOYMENT AGREEMENT
Agreement made and entered into the 7th day of June 2001, by and
between American Claims Evaluation, Inc., a New York corporation, having a place
of business at Xxx Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000 ("Employer"), and Xxxx
Xxxxxx, c/o the Company, Xxx Xxxxxxx Xxxxx, Xxxxxxx, XX 00000 ("Employee").
W I T N E S S E T H:
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WHEREAS, Employer is engaged in the business of providing vocational
rehabilitation and disability management services; and
WHEREAS, Employer desires to employ Employee as Chairman of the Board
and Chief Executive Officer of Employer, and Employee desires to be employed by
Employer, all pursuant to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, it is agreed as follows:
1. EMPLOYMENT; DUTIES.
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Employer hereby employs Employee as Chairman of the Board and Chief
Executive Officer of Employer. Subject at all times to the direction of the
Board of Directors of Employer, Employee shall perform executive duties and
shall also perform such other services and duties as the Board of Directors
shall determine.
2. EMPLOYMENT.
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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 such time as he in his sole discretion deems necessary or
appropriate to promote the business of Employer. Except as specifically set
forth below, Employee, during the term of this Agreement, will not perform any
services for any other entity, whether such entity conducts a business which is
competitive with the business of Employer or is engaged in any other business
activity; provided, however, nothing herein contained shall be construed as (a)
preventing Employee from investing his personal assets in any business or
businesses which do not compete directly or indirectly with Employer, (b)
preventing Employee from purchasing securities in any corporation whose
securities are regularly traded, if such purchases shall not result in his
owning beneficially at any time 3% or more of the equity securities of any
corporation engaged in a business which is competitive, directly or indirectly,
to that of Employer, or (c) preventing Employee from engaging in any activities,
if he receives the prior approval of the Board of Directors of Employer with
respect to his engaging in such activities. Employee is specifically given the
right to devote time and effort to the business of American Para Professional
Systems, Inc.
3. TERM.
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Employee's employment hereunder shall be for a term of one (1) year
commencing on the date hereof (the "Effective Date"). This Agreement shall be
automatically extended from year to year thereafter unless either party gives
not less than three (3) months prior written notice to the other that such party
elects to have this Agreement terminate effective at the end of the initial or
then current renewal term.
4. COMPENSATION.
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(a) As full compensation for the performance of the Employee's duties
on behalf of Employer, Employer shall pay Employee a salary at the rate of Two
Hundred Thirty Eight Thousand and Eight Hundred Dollars ($238,800), payable
biweekly, or otherwise in accordance with the usual practice of Employer.
(b) Employer shall reimburse Employee for the expenses incurred by
Employee in connection with his duties hereunder, such expenses to include, but
not be limited to, travel, entertainment, and automobile; 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.
5. FRINGE BENEFITS.
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During the term of this Agreement, Employer shall make available to
Employee on the same terms and conditions as afforded other employees, medical
coverage and other fringe benefits.
6. NON-COMPETITION.
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(a) During the term of this Agreement and for a period of two (2) years
from the date of termination of his employment hereunder, Employee agrees that
he will not in any manner, directly or indirectly, on behalf of himself or any
person, firm, partnership, joint venture, corporation or other business entity
("Person"), solicit any customers who are presently or may hereafter become
customers of Employer for business similar to Employer's business, or enter into
or engage in any business substantially similar to Employer's business, either
as an individual for his own account, or as a partner, joint venturer, employee,
agent, salesman, officer, director or shareholder of a Person operating or
intending to operate in the United States.
(b) Subsequent to the termination of this Agreement, Employee will not
interfere with or disrupt or attempt to disrupt Employer's business relationship
with its customers or suppliers or solicit any of the employees of Employer for
a period of one (1) year from the date of termination of this Agreement.
(c) In the event that Employee breaches any provisions of this
paragraph or there is a threatened breach, then, in addition to any other rights
which Employer may have, Employer shall be entitled to injunctive relief to
enforce the restrictions contained herein. In the event that an actual
proceeding is brought in equity to enforce the provisions of this paragraph,
Employee shall not urge as a defense that there is an adequate remedy at law nor
shall Employer be prevented from seeking any other remedies which may be
available.
(d) The existence of any claim or cause of action by Employer against
Employee, whether predicated upon this Agreement or otherwise, shall not
constitute a defense to the enforcement by Employer of the foregoing restrictive
covenants but shall be litigated separately.
7. DISABILITY COMPENSATION.
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If because of mental, physical or other disability Employee shall be
incapacitated from fully performing his obligations and agreements hereunder, he
will receive from Employer the following percentage of the payments to be made:
Period After Beginning Percentage of
of Disability Compensation
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0-3 months 100%
3-6 months 50%
Thereafter -0-
Employer shall have the right to have Employee examined at such
reasonable time or times by such physicians as Employer may designate, and
Employee will make himself available for and submit himself to such examinations
as and when requested. Any amounts received by Employee pursuant to any
disability insurance maintained by Employer (including disability insurance
maintained under state law) shall be applied against the payments to be made to
Employee under this paragraph 7.
8. EARLY TERMINATION.
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(a) In the event that Employee shall die or shall be disabled for a
period of time greater than six (6) months (the "Disability Period."), this
Agreement shall be terminated as of the date of death or the date of expiration
of the Disability Period.
(b) Employer shall have the right to terminate this Agreement, without
any further obligation on Employer's part, upon fifteen (15) days notice if
Employee commits an offense involving moral turpitude under federal, state or
local laws.
(c) This Agreement shall automatically terminate in the event of the
dissolution, bankruptcy or insolvency of Employer.
9. NOTICES.
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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 facsimile, overnight courier service (such as
Federal Express), 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 of such change of address in the manner
herein provided. A copy of any such notice shall be sent by ordinary mail to
Xxxxxx X. Xxxxxxxxx, Esq., Xxxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000,
Xxx Xxxx, Xxx Xxxx 00000.
10. SEVERABILITY OF PROVISIONS.
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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.
11. ENTIRE AGREEMENT; MODIFICATION.
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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.
12. BINDING EFFECT.
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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.
13. NON-WAIVER.
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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 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.
14. GOVERNING LAW.
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This Agreement shall be construed and governed by the laws of the State
of New York.
15. ARBITRATION.
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Except as provided in Paragraph 7, any controversy or claim arising
under, out of, or in connection with this Agreement or any breach or claimed
breach thereof, shall be settled by arbitration in the Village of Mineola, New
York, before a panel of three arbitrators, in accordance with the rules then
obtaining of the American Arbitration Association, and judgment upon any award
rendered may be entered in any court having jurisdiction thereof.
16. HEADINGS.
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The headings of the paragraphs herein are inserted for convenience and
shall not affect any interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written. American Claims Evaluation, Inc.
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx, Chief Financial Officer
/s/ XXXX XXXXXX
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Xxxx Xxxxxx - Employee
