EMPLOYMENT AGREEMENT
Exhibit 10-43
-------------
Employment Agreement
Xxxxx Xxxx
This Employment Agreement, made this 1st day of June, 2000 by and between
Federation of Associated Health Systems, Inc. a Texas Corporation with its
offices and principal place of business at.314 X. Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxx Xxxxxxx, Xxxxx 00000, (hereinafter referred to as the "Corporation") and
Xxxxx Xxxx (hereinafter referred to as the `Employee").
Whereas, Corporation desires to employ Employee as President of the
Corporation under the terms and conditions set forth herein and Employee desires
to be so employed.
NOW Therefore, the Parties agree as follows:
I. EMPLOYMENT:
Corporation agrees to employ Employee, and Employee agrees to be so
employed in the capacity and with the title of President during the term of this
Employment Agreement ("Agreement").
a. Employment shall be for a term of three (3) years commencing on
June I, 2000.
b. Unless the Employee shall have received written notification from
the Board of Directors of the Corporation that this Employment Agreement will
not be renewed at least one hundred twenty (120) days prior to its expiration,
then this Agreement shall be extended for additional terms of one (1) year each,
without further formalities on the same terms and conditions and as if this
Agreement, adjusted for increased salary levels, had just become effective.
2. DUTIES:
a. Employee shall serve as the Chairman & CEO. In that capacity,
Employee shall do and perform all services, acts, or Things necessary
or advisable to fulfill the duties of a President.
b. Employee agrees that to the best of his ability and experience,
he will at all times loyally and conscientiously perform all of the
duties and obligations required of him either expressly or implicitly
by the terms of this Agreement.
c. During the term of this Agreement, the Employee shall have full
day-to-day operational control of the business. Paramount shall provide all
accounting and banking. The Employee shall report to the Chairman and CEO of the
Corporation and the Board of Directors of the Company. The President of
Paramount and with the vote of the Board of the Company, may remove the employee
only in the event of the following: "Poor performance of the Company based on
projections prepared by the Corporation and budget as well as items listed under
section 11, a, band c.
3. EXTENT OF SERVICE:
The Employee shall devote substantially his entire working time, attention
and energies to The Employer's business and shall not during the ten of this
Agreement be engaged in any employment activities, undertake to work for
compensation or accept employment with another entity for gain, profit or other
pecuniary advantage. However, the Employee may invest his assets in such form or
manner as will not require his service in the operation of the affairs of the
companies in which such investments are made.
4. COMPENSATION:
Base Salary -- Effective on the date hereof, Corporation shall pay to
Employee as base salary for his services, the sun, of one thousand dollars (S
1,000) per year Base salary due to the Employee shall be paid monthly.
EMPLOYMENT AGREEMENT
5. ADDITIONAL COMPENSATION:
To be determined.
To be determined.
6. STOCK OPTION:
The Employee shall participate in failure stock option plans as approved by
the Board of Carnegie which plans shall be consistent with those of similarly
situated officers of subsidiaries of Carnegie.
7. BENEFITS:
a. The Employee shall be entitled to benefits as provided by the Carnegie
senior executives of subsidiaries of Carnegie both as of the date of this
Agreement as well as any additional employee benefits which may be awarded or
offered during the term oft his Agreement.
b. The Corporation shall pay premiums on health insurance (medical and
dental) for the Employee and his spouse, consistent with the policies provided
to other Executives of subsidiaries of Carnegie.
c. Employee shall be entitled to such paid vacation and sick days as
approved by the Board of Directors.
6. EXPENSES:
Reimbursement: The Corporation shall reimburse Employee for all reasonable
and necessary expenses in carrying out his duties under this Agreement except
for expenses relating to the maintenance of an automobile as those expenses are
encompassed in Paragraph P. 0 of this Agreement. In any event, Employee shall
present to the Corporation from time to time an itemized account of such
expenses in any ton, required by the Corporation.
9. AUTOMOBILE:
The Corporation shall provide the Employee with an automobile allowance of
per month, from which Employee is to pay any purchase or lease payment,
maintenance, insurance, gas, oil and repairs.
10. TERMINATION BY THE CORPORATION:
This Agreement may be terminated by the Corporation for the following
reasons:
a. For Cause: Corporation may terminate this Agreement for cause because of
Employee's gross negligence or intentional failure to perform the Employee's
duties.
b. Disability: Corporation shall have the right to terminate this Agreement
on thirty (30) days notice to Employee if, because of mental or physical
disability Employee shall be determined by competent medical authority to be
incapable for a period of ninety (90) days from frilly performing substantially
all of his obligations of his position within the Corporation. In this event
Corporation's obligations under this Agreement shall terminate fifty-two (52)
weeks after the onset of such disability.
It. TERMINATION BY THE EMPLOYEE:
This Agreement may be terminated for cause at any time by the Employee, or
terminated without cause by the Employee at any time after either renewal of
this Agreement as provided in Section 2 of this Agreement upon at least sixty
(60) days' mitten notice to the Employer. The Employee's exercise of his
termination rights hereunder shall not affect the Employee's entitlement to all
salary and other benefits of employment or of this Agreement up to the effective
date of such termination.
12. INDEMNITY:
Corporation shall indemnify Employee and hold him harmless for all acts or
decisions made by him in good faith while performing services for the
Corporation. Corporation shall use its best efforts to obtain insurance coverage
for the Employee covering his acts or decisions during the term of his
employment against lawsuits; but the Corporation's failure to obtain such
insurance shall not limit its obligations to the Employee under this paragraph.
Corporation shall pay all expenses including reasonable fees and related
disbursements of attorneys and of other professionals actually and necessarily
incurred by Employee in connection with the defense of such actor decision in
any threatened or actual suit or proceeding and/or in connection with any
related appeal including the cost of settlement and/or in connection with the
Employee's involvement as an actual or prospective witness in any
company-related litigation and/or enforcing the Employee's rights under this
Agreement in the face of actual or threatened breach or default by the
Corporation.
13. DISCLOSURE OF CONFIDENTIAL INFORMATION:
The employee acknowledges that he will have access to significant amounts
of confidential information of Employer and its Parent Company, Carnegie
International Corporation and affiliates of Carnegie, including such information
as lists of customers, sources of supply, production information, product
information, service information, formulas, computer programs and development
ideas related thereto, work in progress, trade secrets technical information,
acquired by Employee from Employer or Carnegie from the inspection of Employer's
or Carnegie's property, confidential information disclosed to Employee by third
panics, and all documents, things and record bearing media disclosing or
containing the aforegoing information, including any confidential materials
prepared by the parties hereto which contain or otherwise relate to such
information concerning the Employer's and/or Carnegie's (including affiliates of
Carnegie) financial, intellectual, technical and commercial information
(collectively hereafter referred to as Confidential information) shall be and
remain confidential. The Employee will not during or after the ten, of this
employment, disclose the Confidential Information or any part thereto to any
person, firm, corporation, association, or other entity for any reason or
purpose whatsoever. In the event of a breach or threatened breach byte Employee
of the provisions of this paragraph, the Employer shall be entitled to an
injunction restraining the Employee from disclosing, in whole or in part, the
Confidential Information, or from rendering any services in connection with the
telecommunications industry to any person, corporation, association, or other
entity to whom such Confidential Information, in whole or in part has been
disclosed or is threatened to be disclosed. Nothing herein shall be construed as
prohibiting the Employer or Carnegie from pursuing any of the remedies available
to the Employer for such breach or threatened breach, including the recovery of
damages from the Employee. The Employee shall be responsible to Employer and
Carnegie for reasonable attorneys fees and costs incurred in connection with the
enforcement of this provision should a Court of competent jurisdiction rule in
favor of Employer or Carnegie in connection with a cause of action brought for
enforcement of said provision.
14. RESTRICTIVE COVENANTS:
In consideration of the compensation reflected herein as well as the
consideration securities to be received by the Employee, for a period of three
(3) years, after the termination or expiration of this Agreement and any
extension thereof, the Employee will not within the, geographical customer
market of North, America, including Canada Latin America, and Mexico; and/or any
other country in which the Company is doing business or activity pursuing
business leads at the time of Employee's termination or expiration of the
Agreement, directly or indirectly, own manage, operate, control, be employed by
or participate in any business that competes with and or sells similar products
and or services as the business conducted by the Employer at the time of the
termination of this Agreement. In the event of the Employee's actual or
threatened breach of the provisions of this paragraph, the Employer shall be
entitled to an injunction restraining the Employee therefrom. Nothing shall be
construed as prohibiting the Employer from pursuing any other available remedy
for such breach or threatened breach, including the recovery of damages from the
Employee. The Employee acknowledges that the restrictions set forth in the
Agreement are reasonable as to territory and scope in light of the technological
nature of the Company's business.
15. UNIQUENESS OF EMPLOYEE'S SERVICES:
Employee hereby represents and agrees that the services to be
performed under the terms of this Agreement are of a special, unique,
unusual, extraordinary, and intellectual character that gives them a
peculiar value, the loss of which cannot be reasonably or adequately
compensated in damages in an action at law. Employee therefore, expressly
agrees that Employer, in addition to any other rights or remedies which
Employer may possess, shall be entitled to injunctive and other equitable
relief to prevent or remedy a breach of this agreement by Employee.
16. NOTICES:
All notices required or permitted to be given under this Agreement
shall be given by certified mail, return receipt requested, to the panics
at the following addresses or to such other addresses as either may from
time to time designate in wilting to the other party
If to the
Corporation: Federation of Associated Health Systems, Inc. do
Paramount International Telecommunications, Inc. 0000
Xxxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000
With a Copy to its Parent Corporation: Carnegie International Corp.
Executive Plaza2a III
Suite 1001
00000 XxXxxxxxx Xxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
and
If to Employee: Xxxxx Xxxx
000 X. Xxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
17. GOVERNING LAW: This Agreement shall be construed and enforced in
accordance with the laws of the State of Maryland and.
I8. JURISDICTION: SERVICE OF PROCESS
Any action or proceeding seeking to enforce any provision of, or based
on any right arising out of, this Agreement may be brought against any of
the parties in the courts of the State of Maryland, County of Baltimore, or
Wit has or can acquire jurisdiction, in the United States District Court
for the District of Maryland (Northern Division), and each of the parties
consents to the jurisdiction of such courts (and of the appropriate
appellate courts) hi any such action or proceedings and waivers any
objection to venue laid therein. Process in any action or proceeding
referred to in the preceding sentence may be served on any party anywhere
in the world. THE PARTIES WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH
ACTION OR PROCEEDING.
19. ENTIRE CONTRACT:
This Agreement constitutes the entire understanding and agreement
between the Corporation and Employee with regard to all matters herein.
There are no other agreements, conditions or representations, oral or
written, express or implied, with regard thereto. This Agreement supersedes
any prior executed Employment Agreement between the Company and the
Employee.
20. AMENDMENT OR MODIFICATION:
This Agreement may be amended or modified only in writing, signed by
both parties an original.
21. HEADINGS:
Headings in this Agreement are for convenience only and shall not be
used to interpret or construe its provisions.
22. COUNTERPARTS:
This Agreement may be executed in two or more counterparts,parts, each
of which shall be deemed
23. BINDING EFFECT:
The provisions of this Agreement shall be binding upon and inure to
the benefit of both parties and their respective successors an assigns.
IN WITNESS WHEREOF, Corporation has by its appropriate Officer, signed and
affixed its seal and Employee has signed and sealed this Agreement as of
the date first above written.
CORPORATION:
ATTEST: Federation of Associated Health Systems, Inc.
By: /s/ Xxxxxxx Xxxxxx
Director
EMPLOYEE:
By: /s/ Xxxxx Xxxx
(SEAL)
