EXHIBIT 10.1
EMPLOYMENT CONTRACT
THIS EMPLOYMENT CONTRACT, made as of the 7th day of July, 1998 by and
between EASY MONEY HOLDING CORPORATION, a Virginia corporation and affiliated
entities, ("Employer"), XXXXX XXXXXXXXX and XXXX XXXXXXXXX ("Shareholders") and
XXXXX X. XXXXX ("Employee").
WHEREAS, Employer is a Virginia Corporation with offices at 0000 Xxxxxxxxx
Xxxx, Xxxxxxxx Xxxxx, Xxxxxxxx.
WHEREAS, Employee holds a valid, unrevoked certified public accountant's
license in the State of Virginia;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of each other's undertakings set forth below,
said parties covenant and agree as follows;
1. Employment. Employer hereby employs Employee, and Employee accepts
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employment from Employer in the capacity of Chief Financial Officer of Employer,
to oversee the accounting and finance functions of Employer as well as other
matters relating to those functions as directed by Employer.
2. Term. The term of said employment will commence on July 15, 1998 and
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shall end on January 14, 2000. Unless either party gives the other thirty (30)
days prior written notice before the end of the initial term, or any renewal
term, this Agreement shall automatically renew for twelve (12) month periods.
3. Time. Employee shall devote his best efforts and a minimum of forty
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(40) hours per week at such times as Employer shall designate to serving
Employer.
4. Compensation. As compensation while employed for the first year,
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hereunder, Employee, during his faithful-performance of this agreement, shall be
paid a base salary of One Hundred Thousand and 00/100th Dollars ($100,000.00)
per year. The compensation to be paid Employee shall be paid in accordance with
Employer's normal payroll cycle (currently, every two weeks) and from which
shall be deducted state and federal withholding taxes, federal social security
taxes, medicare taxes and such other and similar payroll deductions as the laws
now or hereafter in force may from time to time require. In addition, Employee
shall be entitled to such other compensation, benefits, and allowances
(including but not limited to continuing professional education reimbursement,
certification or licensing fees, et cetera) as Employer may from time to time
prescribe.
5. Bonus. If a bonus is paid, it shall be commensurate with Employee's
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performance, as determined by Employer's Board of Directors.
6. Auxiliary Help. Employee shall be furnished with the use of
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such auxiliary help as Employer determines he needs for the performance of his
duties.
7. Policies and Standards. Employee agrees to abide by the general
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standards and policies established by the Employer. Employer agrees that it
will at no time knowingly issue to Employee any direction or impose upon him any
requirements in complying wherewith Employee would foreseeably violate the
ethical mandates of the Codes of Ethics adopted by the American institute of
Certified Public Accountants, or the State of Virginia. Employee agrees to
practice in accordance with and to obey the ethical mandates of said Codes, and
all statutes, rules, and regulations covering any services that he may render.
8. Vacation and Sick Leave. Employee shall be immediately entitled
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to a paid vacation at the rate of four (4) weeks the first year of employment,
and five (5) days of sick leave. Attendance at schools, seminars, symposiums,
conferences, or meetings approved by Employer or needed for maintenance of
certain certifications, shall not be included in any computation of vacation
taken or earned.
9. Meetings and Seminars. Employee shall be entitled to attend any
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and all meetings and related seminars as approved by the directors of Employer.
Employer will pay all reasonable legitimate meeting or seminar expenses,
including but not limited to lodging, food and transportation.
10. Reimbursement of Expenses. Employer shall reimburse Employee for
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all expenses reasonably and necessarily incurred in the performance of his
duties as set forth in this Agreement. Such reimbursed expenses shall include,
but shall not be limited to, the following: (a) travel expenses, (b) expenses
for entertainment for the promotion of the business of Employer, (c)
professional and other dues, and (e) attendance at lectures, forums, and other
meetings conducted for the continuing education of members of the accounting
profession or Employer's industry, not to exceed $1,000 per year.
11. Temporary Incapacity. Equitable reductions in compensation at
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the sole discretion of Employer shall be made in the event of absence due to
sickness or other temporary incapacity aggregating more than sixty (60) days per
employment year, and due to partial disability beyond one month.
12. Medical Insurance. Employer shall provide Employee with medical
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insurance covering Employee and his family without cost to Employee.
13. Retirement. Employee shall participate in any retirement plan
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established by Employer.
14. Termination for "Reasonable Cause". Employee's employment may
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also be terminated by Employer at any time without prior notice upon a showing
of "reasonable cause". Should Employee be terminated by Employer for
"reasonable cause", no severance pay will be paid to Employee nor will his
health insurance benefits be continued by Employer at its expense for any period
of time. "Reasonable Cause" shall be defined for the purposes of this
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Agreement as being:
A. Any act of omission which reasonably constitutes dishonesty,
disloyalty, fraud, deceit, gross negligence, willful misconduct or recklessness,
including, but not limited to the willful violation of Employer's bylaws or code
of regulations, and which is directly or indirectly detrimental to Employer's
best interests;
B. Insubordination by Employee;
C. Inattention to, neglect of, or any other failure to competently
perform any assigned duties after receiving notice and a reasonable opportunity
to cure;
D. Any act that constitutes a felony under the laws of the
Commonwealth of Virginia or the United States; or
E. Material Breach of any portion of this Agreement.
15. Severance. In the event that the current shareholders of Employer,
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through sale, merger or similar corporate restructuring (other than an initial
public offering), lose voting control of Employer, Employee will have the option
to terminate his employment with Employer, in which event Employer shall pay to
Employee a severance payment equal to 150% of the compensation, including bonus,
paid to Employee for the last twelve (12) full months prior to the event causing
the current stockholders of Employer to lose control. Such severance payment
shall be payable under the same terms and conditions pursuant to which the
controlling shareholders of Employer are paid. For example, if the controlling
shareholders of Employer receive stock in the acquiring corporation in a merger,
Employee shall receive stock in the acquiring corporation; provided, however,
that in the event that the stock or other evidence of equity ownership in the
acquiring corporation is restricted in such a manner that Employee cannot sell
his stock for at least one (1) year, one-half of the severance payment shall be
paid in cash at such time as the merger, sale, consolidation, or other corporate
restructuring closes.
16. Stock Option. In the event Employer offers the sale of stock to
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the public in a public offering while Employee is employed by Employer, Employee
shall have the option to purchase up to 25,000 shares of Employer's common stock
in Employer for a purchase price of $1.00 per share in cash at the time of the
public offering, or within ninety (90) days thereafter.
In the event that the number of Employer's shares are split or adjusted in
connection with a public offering, the number of shares which Employee is
entitled to purchase shall be adjusted accordingly. However, Employer shall have
the right to issue common stock to employees (other than Shareholders) in
connection with stock options issued or exercised, and Employer shall have the
right to issue additional shares of Employer in connection with acquisition of
other companies by Employer, without adjusting the number of shares Employee is
entitled to purchase pursuant to the option granted herein. Shareholders hereby
guarantee that the value of Employee's stock shall be at least $4.00 per share
(based on the number of shares currently issued and outstanding) at the time of
the public offering. In the even that such price is less than $4.00 per share,
Shareholders shall promptly pay the difference to Employee.
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17. Non-Competition. Employee will not engage or participate, directly
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or indirectly, as an owner, partner, shareholder, member, or employee, in the
business of Employer within a one hundred (100) mile radius of any location in
which Employer conducts business (other than its headquarters in Virginia Beach,
Virginia) for a period of two (2) years from the expiration term of this
Agreement. Employee acknowledges that his failure to adhere strictly to the
foregoing restrictions concerning competitive activities on his part will cause
substantial and irreparable harm to Employer, and Employee therefore consents
and agrees that if Employee enters into competitive activities with Employer in
violation of the terms of this paragraph, in addition to any other remedy that
Employer may have, Employer will have the right to obtain an injunction
specifically enforcing this provision and enjoining Employee from such
competitive activities in violation of the provisions hereof, and that the
periods of restriction against competition shall be deemed to commence on the
date that Employee is enjoined from said competitive activities or cease such
activities, whichever date is later.
18. Confidentiality.
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A. "Confidential Information" means information in whatever form,
including information that is written, electronically stores, orally
transmitted, or memorized, that is of commercial value to Employer and that was
created, discovered, developed, or otherwise becomes known to Employee, or in
which property rights are held, assigned to, or otherwise acquired by or
conveyed to Employer, process, system, method, technique, research and
development, technology, software, technical information, trade secret,
trademark, copyrighted material, reports, records, documentation, data, customer
or supplier lists, tax or financial information, business or marketing plan,
strategy, or forecast. Confidential Information does not include information
that is or becomes generally known within Employer's industry through no act or
omission by Employee; provided, however, that the compilation, manipulation, or
other exploitation of generally known information may constitute Confidential
Information.
B. Any Confidential Information, whether or not developed by
Employee, shall at all times be Employer's exclusive property. Employee shall
promptly disclose any Employee Invention to Employer in writing.
C. During the term of this Agreement, and for as long after its
termination as any Confidential Information is subject to protection under
applicable law, Employee shall not, without Employer's prior written consent
specifically referring to this covenant,
(1) Use any Confidential Information for the benefit of himself,
of any other party, other than Employer, or disclose it to any other person or
entity;
(2) Remove any Confidential Information or other documentation,
device, plan, or other record or evidence pertaining to Employer's business from
Employer' s premises, except when specifically authorized to do so in pursuit of
Employer's business; or
(3) Retain copies or other records of any such items.
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D. The parties acknowledge and agree that the Confidential
Information is a valuable business asset, and that this Paragraph is necessary
to protect Employer's legitimate business interests.
19. Law. This agreement shall be governed by the laws of the
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Commonwealth of Virginia, and supersedes any and all prior employment agreements
between the parties hereto.
WITNESS the following signatures:
EASY MONEY HOLDING CORPORATION
By: /s/ Xxxxx Xxxxxxxxx, Pres.
/s/ Xxxxx X. Xxxxx
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