EMPLOYMENT AGREEMENT
AGREEMENT made and entered into as of the 18 day of August, 1997, between
HEALTHWORLD CORPORATION, a Delaware corporation, with offices at 000 Xxxxxx xx
xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company"), and XXXXXX XXXXXXX,
residing at 00 Xxxxxxxx Xxxxx, Xxxxx Xxxx, Xxx Xxxx 00000 (the "Employee").
W I T N E S S E T H :
WHEREAS, the Company wishes to employ the Employee and the Employee
wishes to accept such employment, subject to the terms and conditions
hereinafter set forth.
NOW, THEREFORE, the parties hereto, in consideration of the premises and
mutual promises contained herein and for other good and valuable consideration,
receipt of which is hereby acknowledged, agree as follows:
1. EMPLOYMENT; TERM.
The Company hereby agrees to employ the Employee, and the Employee
hereby agrees to serve as the Company's Executive Vice President and Chief
Financial Officer until August 31, 2000 (the "Initial Term") unless sooner
terminated in accordance with Section 7 hereof. The Initial Term shall be
extended automatically for additional successive one year periods, unless
either party notifies the other, in writing, of its desire to terminate this
Agreement, at least thirty (30) days prior to the end of the Initial Term or
any annual period thereafter. The Initial Term together with the period of any
extension or renewal of such employment, is referred to herein as the
"Employment Period."
2. DUTIES.
During the Employment Period, the Employee shall perform such services
as are generally performed by a Executive Vice President and Chief Financial
Officer, and shall assist the Chairman and Chief Executive Officer, Chief
Operating Officer and President of the Company with the day-to-day management of
the Company, as shall be requested. In addition, the Employee shall perform such
further duties as shall, from time to time, be reasonably delegated or assigned
to him by the Chairman and Chief Executive Officer and Chief Operating Officer
and President of the Company and the Company's Board of Directors, which are
consistent with his position.
3. MANNER OF PERFORMANCE; OTHER BUSINESS COMMITMENTS.
3.1 The Employee shall serve the Company and devote his best efforts
and all his skill and ability in the performance of his duties hereunder. The
Employee shall carry out his duties in a competent and professional manner,
shall work with other employees of the Company and its affiliates and generally
promote the best interests of the Company and its clients. The Employee shall
not, in any capacity, engage in any activity which is, or may be, contrary to
the welfare, interest or benefit of the business now or hereafter conducted by
the Company.
4. COMPENSATION.
4.1 The Employee shall be paid base compensation, payable in
accordance with the Company's normal payroll practices, at an initial per annum
rate ("Base Salary") of One Hundred Seventy Five Thousand Dollars ($175,000). On
January 1, 1998 and each January 1 during the Employment Period, the Company
shall review the Employee's performance for the purpose of determining an
increase in his Base Salary. The Company agrees to review the Employee's
performance not less than once each year thereafter, if and for as long as this
Agreement is renewed.
4.2 In addition to the Base Salary payable to the Employee pursuant
to the provisions of Section 4.1 hereof, the Employee shall also be entitled
to such bonuses, from time to time, as shall be determined in the discretion
of the Company's Board of Directors, or Compensation Committee. Provided that
the Employee fulfills the terms of this Agreement he shall receive a minimum
bonus of $30,000, for the period ending December 31, 1997.
4.3 The Employee shall also be entitled to receive awards under any
plans established by the Company (e.g. stock options, restricted stock awards,
stock appreciation rights, etc.), as such may be granted, from time to time, in
the discretion of the Company's Board of Directors or Compensation Committee.
5. REIMBURSEMENT OF EXPENSES; ADDITIONAL BENEFITS.
5.1 The Company shall pay directly, or reimburse the Employee for,
all other reasonable and necessary expenses and disbursements incurred by him
for and on behalf of the Company in the performance of his duties under this
Agreement. For such purposes, the Employee shall submit to the Company itemized
reports of such expenses in accordance with the Company's policies.
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5.2 The Employee shall also be entitled to a monthly allowance of
$500.00 for the reimbursement of expenses in connection with the use of one
automobile.
5.3 The Employee shall be entitled to paid vacations during the
Employment Period in accordance with the Company's then prevalent practices for
executive officers; provided, however, that the Employee shall be entitled to
such paid vacations for not less than four (4) weeks per annum.
5.4 The Employee shall be entitled to participate in, and to receive
benefits under, any employee benefit plans of the Company (including, without
limitation, pension, profit sharing, group life insurance and group medical
insurance plans) as may exist from time to time for the Company's executive
officers. The Company shall also pay the Employee's COBRA premiums until such
time as the Employee is covered by the Company's health plan.
6. Restrictive Covenants.
6.1 During the term of this Agreement and thereafter, the Employee
shall not reveal, divulge or make known to any person, firm, corporation or
other business organization, and shall not directly or indirectly use for his
own benefit, or for the benefit of anyone else, any secret or confidential
information used by the Company in its business, including, without limitation,
(i) pricing information, (ii) the terms of the Company's existing contracts with
suppliers, distributors or vendors (iii) any information pertaining to the
Company's customers and their requirements and (iv) any other of the Company's
trade secrets, all of which shall be collectively referred to hereafter as the
"Confidential Information."
6.2 The Employee agrees that he will not at any time during the term
of this Agreement, without the prior written approval of the Board of Directors
of the Company, directly or indirectly, (i) own an interest in any business
which is competitive with the business of the Company or (ii) engage in any
business activity which is competitive with the business of the Company. For the
purposes of this Agreement any business which is engaged in Healthcare
Communications through any medium will constitute a business activity
competitive with the business of the Company. Furthermore, the Employee agrees
that, during such period, he shall not solicit, directly or indirectly, or
affect to the Company's detriment any relationship of the Company with any
customer, supplier, vendor, distributor or employee of the Company or cause any
customer, supplier, distributor or vendor to refrain from entrusting additional
business to the Company. Notwithstanding anything to the contrary contained
herein, the Employee shall be permitted to acquire up to five percent (5%) of
the outstanding securities of any company whose
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securities are publicly traded, provided that such acquisitions are for
investment purposes only.
6.3 In the event that any of the provisions of subsections 6.1 and
6.2 hereof shall be adjudicated to exceed the time, geographic or other
limitations permitted by applicable law in any jurisdiction, then such provision
shall be deemed reformed in any such jurisdiction to the maximum time,
geographic or other limitations permitted by applicable law.
6.4 As used in this Section 6, the term "Company" shall mean and
include any and all corporations affiliated with the Company, which either now
exist or which may hereafter be organized.
6.5 The Employee hereby acknowledges and agrees that, in the event
he shall violate any provisions of this Section 6 the Company will be without
an adequate remedy at law and accordingly, will be entitled to enforce such
restrictions by temporary or permanent injunctive or mandatory relief obtained
in any action or proceeding instituted in any court of competent jurisdiction
without the necessity of proving damages and without prejudice to any other
remedies which it may have at law or in equity.
6.6 The provisions of this Section 6 shall survive the termination or
earlier expiration of this Agreement, for a period of six months.
7. TERMINATION.
7.1 The Employee's employment hereunder shall automatically be
terminated upon the death of the Employee or the Employee's voluntarily leaving
the employ of the Company. The Employee's employment may also be terminated by
the Company upon thirty (30) days' prior written notice by the Company, in the
event of the Employee's disability as set forth in subsection 7.2 below.
7.2 The Employee shall be deemed disabled hereunder, if in the
opinion of the Board of Directors of the Company, as confirmed by one physician
chosen by the Company and one physician chosen by the Employee (and if both
physicians do not agree then the advice of a third physician chosen by both
physicians), the Employee shall become physically or mentally unable to perform
his duties for the Company hereunder and such incapacity shall have continued
for any period of three (3) consecutive months.
7.3 The Employee's employment hereunder shall also be terminated upon
thirty (30) days' prior written notice by the
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Company for cause. For purposes hereof, "cause" shall mean: (i) the conviction
of, guilty plea or confession by the Employee to any felony; (ii) the commission
by the Employee of any crime involving moral turpitude that causes material harm
to the Company; or (iii) the Employee's continued breach of any of the
provisions of Section 6 hereof.
7.4 The Employee shall have the right to terminate this Agreement
and his relationship with the Company hereunder, upon thirty (30) days' prior
written notice by the Employee of the Company's breach of any material
representation, warranty, covenant or agreement made by it hereunder, and the
Company's failure to cure such conduct within such thirty (30) day notice
period.
7.5 Upon the termination of the Employee by the Company without cause
either prior to or subsequent to the expiration of this Agreement, for any
reason whatsoever, the Employee shall be entitled to the payment of all
compensation payable to him hereunder, whether or not accrued, up to and
including the date of termination plus an additional six (6) months Base
Salary, and thereafter the parties shall have no further obligations to each
other hereunder, except with respect to those provisions which survive the
expiration or earlier termination of this Agreement.
7.6 In the event the Company is sold or a change of control occurs
that results in the termination of the Employee, then the Employee shall be
entitled to a minimum of three (3) months base salary in addition to that set
forth in Paragraph 7.5 above. Any amount in addition to the minimum is at the
discretion of the Board of Directors.
8. ASSIGNMENT.
This Agreement, may not be sold, transferred, assigned, pledged or
hypothecated by either party, without the express prior written consent of the
other party, except as otherwise set forth herein. This Agreement shall inure to
the benefit of and be binding upon the Company and the Employee, and each of
their heirs, successors and assigns, including without limitation, any
corporation or other entity into which the Company is merged or which acquires
all of the outstanding shares of the Company's capital stock, or all or
substantially all of the assets of the Company.
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9. NOTICES.
Any notice required or permitted to be given pursuant to this Agreement
shall be deemed given (i) upon receipt by personal delivery, (ii) one (1)
business day after personally delivered or delivered by a nationally recognized
overnight courier or (iii) three (3) business days after such notice is mailed
by certified mail, return receipt requested, addressed to the parties at each of
their addresses set forth at the beginning of this Agreement, or at such other
address as such party shall designate by written notice to the other party.
Copies of all notices shall also be provided to Todtman, Young, Nachamie,
Xxxxxxx & Spizz, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:: Xxxx
Xxxxx, Esq.
10. GOVERNING LAW.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of New York, without regard to its conflict-of-laws
rules.
11. ARBITRATION.
The parties agree that any dispute arising from this Agreement shall be
submitted to the American Arbitration Association in New York, whose
determination shall be final, and may be enforced in the Courts of the State of
New York.
12. WAIVER.
Waiver by either party of a breach of any provision of this Agreement by
the other shall not operate or be construed as a waiver of any subsequent breach
by such other party. The failure of either party hereto to take any action by
reason of such breach shall not deprive such party of the right to take action
at any time while such breach continues.
13. INVALIDITY AND SEVERABILITY.
If any provisions of this Agreement are held invalid or unenforceable
by a court of competent jurisdiction, such invalidity or unenforceability
shall not affect the other provisions of this Agreement, and, to that extent,
the provisions of this Agreement are intended to be and shall be deemed
severable.
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14. ENTIRE AGREEMENT; AMENDMENT.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and there are no representations,
warranties or commitments except as set forth herein. This Agreement supersedes
any other prior and contemporaneous agreements, understandings, negotiations and
discussions, whether written or oral, of the parties hereto relating to the
transactions contemplated by this Agreement. This Agreement may be amended only
in a writing executed by the parties hereto affected by such amendment.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.
HEALTHWORLD CORPORATION
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Chairman and CEO
/s/ Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
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