EXHIBIT 10.62
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment agreement (Agreement) is made and effective this 21st
Day of September 1999 by and between National Boston Medical, Inc. (Company) and
Xxxxxxx Xxxxx (Executive).
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment
The Company hereby agrees to employ the Executive for a term beginning on the
date of this Agreement and continuing at the mutual consent of both parties as
its Vice President OTC Products or at a comparable management position with the
Company and the Executive hereby accepts such employment in accordance with the
terms of this Agreement.
Not withstanding the aforesaid, if this Agreement shall not have been terminated
in accordance with the provisions herein on or before September 24, 2000, then
it shall automatically continue until (a) the Agreement is terminated earlier in
accordance with the provisions herein or (b) the Board of Directors or the
Executive Committee of the Company notifies the Executive in writing of its
determination to have the date of this Agreement expire ninety (90) days from
the date of such notification.
In the event of any conflict or ambiguity between the terms of this Agreement
and terms of employment applicable to regular employees, the terms of this
Agreement shall control.
2. Duties of the Executive
The Executive shall devote substantial time, attention and energy to the affairs
of the Company and/or its subsidiaries during the term of this Agreement and
shall have such duties, responsibilities and authority as shall be the character
and dignity appropriate and consistent with the position and title of Vice
President OTC Products or such responsibility or authority as from time to time
additionally authorized by the Board of Directors. The Executive may engage in
other activities, such as activities including serving on the Board of Directors
of other corporations/organizations, and/or advising other
corporations/organizations in each case to the extent that such activities do
not materially detract from or limit the performance of the Executive's duties
under this Agreement, or inhibit in any material way the business of the Company
and its subsidiaries. The Executive will engage in no activity, paid or
otherwise, for a competitor of the Company so long as this Agreement is in
effect. The Executive shall perform all duties in a professional, ethical and
businesslike manner.
The Executive's primary location for the performance of his duties shall be Boca
Raton, Florida. However, at any time deemed necessary or advisable by the
Company or the Executive, for business purposes, the Executive shall work at
other such location or locations as may be determined by the Company.
Furthermore, the Executive shall not be permanently re-located without his
consent.
The Executive shall work those hours necessary to accomplish the functions and
responsibilities of the position as assigned and shall not be held to a minimum
or maximum hourly period.
3. Compensation
The Executive will be paid compensation during this Agreement as follows:
.) A base salary, commencing September 24, 1999 of not less than $75,000 per
year, (or such greater amounts as may be approved by the Board of Directors or
the executive committee in accordance with authority given by the Board of
Directors) payable in installments on a semi-monthly but not less than a monthly
schedule. The Executive's base salary may be increased consistent with
recommendations of the Executive Committee of the Board. At least annually the
Executive Committee shall review the Executive's base salary for competitiveness
and appropriateness in the industry. In no event shall the Executive's base
salary be less than $75,000 on an annual basis.
B.) The Company agrees to pay a Quarterly Bonus of not less than $3,000 per
calendar quarter to the Executive. During the term of this Agreement said bonus
shall be paid in cash no later than the 15th day of each calendar quarter. The
effective date of the quarterly bonus for this Agreement shall be September 24,
1999, with the first payment due and payable to the Executive on or before
October 15, 1999 and continuing thereafter until the first day of October 2000.
From time to time during the term of this Agreement, the Executive may receive a
greater quarterly bonus if approved by the Executive Committee; however, the
quarterly bonus shall never be less than $3,000.
C.) In addition to the other payments referred to in this Agreement, the
Executive shall be entitled to receive and participate in an annual incentive
bonus plan. The amount of the Executive's participation and the benefits paid
under the incentive bonus plan shall be based upon goals recommended by the
Executive and approved by the Executive Committee. The annual incentive bonus
plan payments will be paid in cash and the payment will be made not later than
30 days following the close of the fiscal year for each year this Agreement is
in effect.
D.) The Executive shall be entitled to participation in a stock option plan to
be determined by the Board of Directors and approved by the SEC. The Executive
shall have the right to exercise such option by payment in cash, or if approved
by the Board of Directors, the Executive may execute a short term note with the
Company for payment of such options. The exercise period of any options shall be
three years from the date of the grant.
4. Benefits
A.) Holidays: The Executive will be entitled to at least nine (9) paid holidays
each calendar year and twelve (12) personal days. The Company will notify the
Executive on or about the beginning of each calendar year with respect to the
holiday schedule for the coming year. Personal holidays, if any, will be
scheduled in advance subject to the requirements of the Company. Such holidays
must be taken during the calendar year and unused days shall not carry forward
into the next year.
B.) Vacation: The Executive shall be entitled to three (3) weeks or (15)
paid vacation days per year effective as of the date of the Agreement.
C.) Sick Leave: The Executive shall be entitled to sick leave and emergency
leave according to the regular policies and procedures of the Company.
Additional sick leave or emergency leave over and above paid leave provided by
the Company, if any, shall be granted at the discretion of the Executive
Committee of the Board of Directors.
D.) Medical and Group Life Insurance: Company agrees to include Executive
and his family members in the group medical and hospital plan of the Company and
provide group life insurance at no charge to the Executive, in the amount of not
less than $150,000 during the term of this Agreement. Executive shall be
responsible for any state or federal tax imposed upon these benefits.
E.) Pension and Profit Sharing Plan: The Executive shall be eligible to
participate in any pension or profit sharing plan or other type plan adopted by
the Company for the benefit of its officers and/or regular employees.
F.) Expense Reimbursement: The Executive shall be entitled to reimbursement
for all reasonable expenses, including travel and entertainment incurred by the
Executive in the performance of his duties. The Executive will maintain records
and written receipts as required by Company policy and reasonably requested by
the Board of Directors to substantiate such expenses.
G.) In addition to any other compensation, the Executive will receive an
automobile allowance in the amount of $675 per month to be paid to the Executive
each month during the term of this Agreement.
5. Termination
The Company shall have the right to terminate this Agreement for any reason upon
ninety (90) days prior written notice or for good cause with Thirty (30) days
written notice.
Termination by the Company of the Executive for "good cause" as used in this
Agreement shall be limited to mean willful breach or habitual neglect of duties,
gross negligence, misappropriation or theft of Company funds or conviction of
state or federal offenses which would prevent the Executive from performance of
his duties.
With respect to any termination for good cause by the Company, the specifics of
the cause shall be communicated to the Executive in writing at least thirty (30)
days prior to the date on which the termination is proposed to take effect. The
Executive shall be given the opportunity to correct or respond to such cause.
A. If this Agreement is terminated for good cause, Executive's rights and the
Company's obligations hereunder shall forthright terminate except as expressly
provided in this Agreement.
B. If this Agreement is terminated for reasons other than as defined as good
cause, Executive or his estate shall be entitled to receive 100% of the
Executives salary and incentives for the balance of the term of the Agreement
(ninety days), together with bonus and other incentives as provided for in this
Agreement.
6. Termination by Executive
The Executive shall have the right to terminate this Agreement with thirty (30)
days written notice to the Company given within sixty (60) days of the
occurrence of any of the following events:
A. The Company acts to materially reduce the Executive's position, title,
duties, authority or responsibilities.
B. The Company acts to reduce the compensation, bonus or incentives of the
Executive.
7. Remedies
The Company recognizes that because of the Executive's special talents, stature,
and opportunities in the industry, and because of the creative nature of and
compensation practices of the industry and the material impact that individual
projects can have on a company's results of operations, in the event of
termination by the Company hereunder or in the event of termination by the
Executive before the end of the agreed term, the Company acknowledges and agrees
that the provisions of this Agreement regarding further payments of base salary,
bonuses and the exercisability of stock options constitute fair and reasonable
provisions for the consequences of such termination, do constitute a penalty and
such payments and benefits shall not be limited or reduced by amounts that the
Executive might earn or be able to earn from any other employment or ventures
during the remainder of the agreed term of this Agreement.
8. Notices
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
be certified mail, postage pre-paid, or recognized overnight delivery service;
If to the Company:
National Boston Medical, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn.: Xxxxxx Xxxxx, CEO
If to the Executive:
Xx. Xxxxxxx Xxxxx
0000 Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
9. Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
10. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of
the Commonwealth of Massachusetts.
11. Headings
Headings in this Agreement are provided for convenience only and shall not be
used to construe meaning or intent.
12. Binding Agreement
This Agreement shall be binding upon and inure to the benefit of the Executive,
his heirs, distributees and assigns.
13. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
14. Arbitration
The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association and
judgement upon the award rendered by the arbitrator or arbitrators may be
entered in any court having jurisdiction thereof. Any such Arbitration
shall be concluded in such place as shall be mutually agreed upon by the
parties. Within fifteen (15) days of the commencement of the arbitration, each
party shall select one person to act as arbitrator, and the two arbitrators
shall select a third arbitrator within ten (10) days of their appointment. Each
party shall bear its own costs and expenses and an equal share of the
arbitrator's expenses and administrative fees of arbitration.
15. Protection of the Company's Interests
During the term of this Agreement, the Executive shall not directly or
indirectly engage in competition with the Company. At no time shall the
Executive divulge, furnish, or make accessible to any person any information of
a confidential or proprietary nature obtained by him while in the employ of the
Company except as necessary in the performance of his duties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Executive's Signature and Acceptance
/s/ Xxxxx XxXxxxxxx
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Xxxxx X. XxXxxxxxx
CFO
National Boston Medical, Inc.
