EMPLOYMENT AGREEMENTPRIVATE sh****************************_
EMPLOYMENT AGREEMENT, dated February 1, 1997, by and between SANDATA, INC.,
a Delaware corporation with an office and place of business at 00 Xxxxxx Xxxx
Xxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000 (the "Company"), and XXXX X. XXXXXXX, who
resides at Xxxxx Xxxx, Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000 (the "Employee").
RECITALS: A. The Company is engaged in providing computerized data
processing services and custom software and programming services principally to
the health care industry, but also to the general commercial market.
B. The Company wishes to assure itself of the services of the Employee for
the period provided in this Agreement, and the Employee is willing to serve in
the employ of the Company, except for other disclosed obligations and
investments, for said period, and upon the other terms and conditions
hereinafter provided.
AGREEMENT:
1 . TERM OF EMPLOYMENT.
1.1 The Company hereby employs the Employee, and the Employee hereby
accepts employment with the Company, all in accordance with the terms and
conditions hereof, for a term of five (5) years (the "Employment Period")
commencing on the Commencement Date (as defined in Subsection 1.2 hereof) and
ending (subject to the provisions of Section 5 hereof) on the date immediately
preceding the fifth anniversary of the Commencement Date.
1.2 As used in this Agreement, the term "Commencement Date" shall mean
February 1, 1997.
2. DUTIES.
During the Employment Period, the Employee shall be employed by the Company
and shall serve as its Chairman of the Board, President, Treasurer and Chief
Financial and Accounting Officer, and shall perform such duties and have such
powers relating to the Company as shall from time to time be assigned to him by
the Board of Directors of the Company. Notwithstanding the foregoing, the
Employee may, with or without the consent of the Company, perform duties for
entities other than the Company on a part-time basis, provided, however that
such duties do not interfere with the Employee's obligations under this
Agreement.
3. COMPENSATION.
3.1 As full compensation for his services and undertakings pursuant to this
Agreement, the Employee shall receive a salary at the rate of $500,000.00 per
year, or a reduced rate, if mutually agreed upon by both parties, subject to
adjustment as hereafter provided, payable in equal monthly installments or other
more frequent installments in accordance with the regular pay policies of the
Company. In addition, the Employee shall be entitled to receive such bonus or
incentive compensation and salary increases as the Board of Directors of the
Company may, on the basis of improvements in the Company's performance or other
reasonable criteria, deem appropriate. If elected as a director of the Company,
the Employee shall serve in such capacity without additional compensation.
3.2 During the Employment Period, the Employee shall also be (a) provided
with a full- time use of a Company automobile (b) entitled to six (6) weeks paid
vacation annually and (c)
entitled to participate in group medical insurance and other benefits or
programs of the Company hereafter established and made available by the Company
to its employees. 3.3 The Company shall deduct from the Employee's salary, bonus
or incentive compensation any federal, state or city withholding taxes, social
security contributions and any other amounts which may be required to be
deducted or withheld by the Company pursuant to any federal, state or city laws,
rules or regulations.
3.4 The Company shall reimburse the Employee, or cause him to be
reimbursed, for all reasonable out-of-pocket expenses incurred by him in the
performance of his duties hereunder or in furtherance of the business and/or
interest of the Company, provided, however, that the Employee shall have
previously furnished to the Company an itemized account, satisfactory to the
Company, in substantiation of such expenditures.
4. OPTIONS.
From time to time and at the discretion of the Board of Directors, the
Employee may be granted options to purchase shares of the Company's common
stock, which may be exercised in accordance with the terms of the Company's
option plans.
5. TERMINATION.
5.1 If the Employee dies or becomes disabled during the Employment Period,
his salary and all other rights under this Agreement shall continue for one year
subsequent to the date of the occurrence of such death or diability. For the
purposes of this Agreement, the Employee shall be deemed to be "disabled" if he
has been unable to perform his duties for six consecutive months or nine months
in any twelve-month period, all as determined in good faith by the Boards of
Directors of the Company. Notwithstanding the definition of disabled contained
in the preceding sentence, in the event that the Employee is receiving
disability insurance benefits during any period prior to
termination of this Agreement as provided in this Section 5.1, the Employee's
salary shall be reduced by an amount equal to such disability insurance benefits
during such period. 5.2 Company may terminate this Agreement with or without
cause by delivering to Employee written notice of same two (2) weeks prior to
such effective date of termination. Employee shall be entitled to severance pay
for the balance of the Employment Period based on the annual rate of
compensation in effect at the time of termination or one year's compensation,
whichever is greater.
6. WAIVERS.
A waiver by the Company or the Employee of a breach of any of the
provisions of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.
7. BINDING EFFECT; BENEFITS.
This Agreement shall inure to the benefit of, and shall be binding upon,
the parties hereto and their respective successors, assigns, heirs, and legal
representatives, including any corporation or other business organization with
which the Company may merge or consolidate or to which it may transfer
substantially all of its assets. Insofar as the Employee is concerned, this
Agreement, being personal, cannot be assigned.
8. NOTICES.
All notices, requests, demands and other communications which are required
or may be given under this Agreement shall be in writing and shall be deemed to
have been duly given or made when delivered in person or four (4) days after
dispatch by registered or certified mail, postage paid, return receipt
requested, to the party to whom the same is so given or made, to the address of
such party hereinabove set forth. 9. ENTIRE AGREEMENT; AMENDMENTS; SURVIVAL
COVENANTS.
This Agreement contains the entire Agreement, and supersedes all prior
agreements and understandings, oral or written, between the parties hereto with
respect to the subject matter hereof.
This Agreement may not be waived, changed, amended, modified or discharged
orally, but only by an agreement in writing signed by the party against whom any
waiver, change, amendment, modification or discharge is sought. The covenants of
the Employee contained in Sections 6, 7 and 8 (insofar as they relate to the
Employment Period) of this Agreement shall survive the termination of the
Employment Period.
10. HEADINGS.
The headings contained in this Agreement are for reference purposes only
and shall not affect the construction or interpretation of this Agreement.
11. SEVERABILITY.
The invalidity of all or any part of any Section of this Agreement shall
not render invalid the remainder of this Agreement or the remainder of such
Section. If any provision of this Agreement is so broad as to be enforceable,
such provisions shall be interpreted to be only so broad as is enforceable.
12. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
shall, when executed, be deemed to be an original, but all of which together
shall constitute one and the same instrument.
13. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to principles relating to
conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
SANDATA, INC.
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, Executive Vice President
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
