EXHIBIT 10 J
EMPLOYMENT AGREEMENT
AGREEMENT dated as of April 10, 1997 by and between AutoInfo, Inc., a
Delaware corporation ("Auto") and Xxxxxxx Xxxxxxxxxx residing at 00 Xxxxx Xxxx
Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("Xxxxxxxxxx").
WHEREAS, Xxxxxxxxxx is currently the Chief Financial Officer of Auto; and
WHEREAS, the Company desires to assure itself of the benefit of
Xxxxxxxxxx'x services and experience for a period of time; and
WHEREAS, Xxxxxxxxxx is willing to enter into an agreement to that end with
the Company upon the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the premises and covenants herein
contained, the parties hereto agree as follows:
1. Employment. Auto hereby employs Xxxxxxxxxx as its Chief Financial
Officer and Xxxxxxxxxx hereby accepts such employment and agrees to perform his
duties and responsibilities hereunder in accordance with the terms and
conditions hereinafter set forth.
2. Duties and Responsibilities. Xxxxxxxxxx shall be the Chief Financial
Officer of Auto during the Employment Term (as defined below). Xxxxxxxxxx shall
report to and be subject to the direction of the President and Board of
Directors (the "Board") of Auto and Xxxxxxxxxx shall perform such duties as may
be assigned to him from time to time by the President or the Board; provided,
that such duties shall be of a nature consistent with the dignity and authority
of the positions of Chief Financial Officer. During the Employment Term
Xxxxxxxxxx shall, subject to the Company's vacation policy, devote substantially
all of his normal business time and attention to the businesses of Auto and its
subsidiaries and affiliates and shall perform such duties in a diligent,
trustworthy, loyal, businesslike and efficient manner, all for the purpose of
advancing the business of Auto and its subsidiaries and affiliates. Nothing
contained in this Agreement shall be deemed to prohibit Xxxxxxxxxx from devoting
a nominal amount of his time to his (and his family's) personal investments,
provided, however, that, in case of conflict, the performance of Xxxxxxxxxx'x
duties under this Agreement shall take precedence over his activities with
respect to such investments.
3. Term. The Term of this Agreement shall commence on the date hereof and
shall continue until April 30, 1999, unless terminated prior thereto in
accordance with the terms and provisions hereof (the "Employment Term").
4. Compensation. Auto shall pay to Xxxxxxxxxx a salary at the rate of
$150,000 per year, payable in such manner as Auto shall determine, but in no
event any less often than monthly, less withholding required by law and other
deductions agreed to by
Xxxxxxxxxx. Xxxxxxxxxx'x annual salary may be increased during the Employment
Term in the sole discretion of the Board.
5. Bonus. In addition to the compensation provided for in Paragraph 4 of
this Agreement, Xxxxxxxxxx shall during the Employment Term participate in the
Company's then existing and effective profit sharing and bonus plans.
Furthermore Xxxxxxxxxx shall receive such other bonuses as determined in the
sole discretion of the Board.
6. Principal Office. Without Xxxxxxxxxx'x consent, Auto shall not require
Xxxxxxxxxx to maintain his principal office in any location other than the
Northern New Jersey area.
7. Expenses and Benefits.
(a) Auto shall, consistent with Auto's policy of reporting and
reimbursement of business expenses, reimburse Xxxxxxxxxx for such other ordinary
and necessary entertainment and business related expenses as shall be incurred
by Xxxxxxxxxx in the course of the performance of his duties under this
Agreement.
(b) Auto recognizes that Xxxxxxxxxx will be required to incur significant
travel in rendering services to Auto hereunder and in connection therewith Auto
shall during the Employment Term provide Xxxxxxxxxx with a automobile allowance
of $750 per month which the parties agree shall be used to pay all of the
expenses associated with the operation of an automobile including, without
limitation, maintenance, repair and insurance costs.
(c) Xxxxxxxxxx shall be entitled to participate, to the extent he
qualifies, in such life insurance, hospitalization, disability and other medical
insurance plans or programs as are generally made available to executive
officers of Auto which shall be consistent with the programs and benefits
currently offered to Xxxxxxxxxx.
8. Termination.
(a) Auto shall have the right to terminate this Agreement for
disability in the event Xxxxxxxxxx suffers any illness or incapacity of such
character as to substantially disable him from performing his duties hereunder
for a period of more than one hundred and eighty (180) consecutive days in any
one calendar year upon Auto giving at least thirty (30) days written notice of
its intention to so terminate. If Xxxxxxxxxx shall resume his duties hereunder
within thirty (30) days following the receipt of such notice and shall perform
such duties for forty (40) days of the next sixty (60) consecutive days
thereafter, the Employment Term shall continue without interruption and such
notice of intention to terminate shall have no further force or validity.
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(b) This Agreement shall terminate upon the death of Xxxxxxxxxx,
except that Xxxxxxxxxx'x salary shall be payable to his estate for one
hundred eighty (180) days thereafter, together with all accrued bonuses
and outstanding unreimbursed expenses.
(c) Auto may terminate this Agreement at any time with Reasonable
Cause upon five (5) days written notice to Xxxxxxxxxx. "Reasonable Cause" means
(i) conviction of a crime involving moral turpitude; (ii) Xxxxxxxxxx having
engaged in any activity in competition with Auto, without Auto's consent; (iii)
Xxxxxxxxxx having divulged any secret or confidential information of a material
nature belonging to Auto, without Auto's consent, except as required by law;
(iv) Xxxxxxxxxx'x dishonesty or misconduct that is damaging or detrimental to
Auto in any material respect; or (v) Xxxxxxxxxx'x breach of any material term of
this Agreement; provided, however, that notice under this provision shall not be
effective unless Xxxxxxxxxx shall have first received written notice from Auto
of the specific acts or omissions alleged to constitute a breach of any material
term of this Agreement, and such breach continues unremedied for a period of
fifteen (15) days after such notice .
(d) If either (i) a third person, including a "group" as defined in
Section 13(d)y(3) of the Securities Exchange Act of 1934, becomes the beneficial
owner of shares of Auto having 25% or more of the total number of votes that may
be cast for the election of directors of Auto or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of Auto
before the Transaction shall cease to constitute a majority of the Board or the
Board of Directors of any successor to Auto; then and in such event for a period
of one hundred and twenty (120) days following the occurrence of such an event
Xxxxxxxxxx may elect to terminate this Agreement upon five (5) days prior
written notice to Auto and upon such termination Xxxxxxxxxx shall be entitled to
receive, in addition to any other payments due to Xxxxxxxxxx pursuant to this
Agreement, a severance payment equal to the greater of (a) $150,000, or (b) the
compensation due to Xxxxxxxxxx for the balance of the Employment Term.
9. Non-Competition. Xxxxxxxxxx covenants and agrees that during his
employment hereunder and for a period of two years after his employment
hereunder is terminated, he will not, without the prior written consent of Auto,
(a) compete with the business of Auto or any of its subsidiaries or affiliates
and, in particular, he will not without such consent, directly or indirectly,
own, manage, operate, finance, join, control or participate in the ownership,
management, operation, financing or control of, or be connected as a director,
officer, employee, partner, consultant or agent with, any business in
competition with or similar to the business of Auto or any of its subsidiaries
or affiliates; provided, however, that Xxxxxxxxxx may own up to two percent of
the capital stock of any publicly traded corporation in competition with the
business of Auto or any of its subsidiaries or affiliates if the fair market
value of such corporation's outstanding capital stock exceeds $100 million, and
(b) divert, take away, interfere with or attempt to take away any present or
former employee or customer of Auto or any of its subsidiaries or affiliates.
The provisions of this Section 9 shall no longer be applicable if Xxxxxxxxxx'x
employment is terminated by Auto (other than for cause) or by
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Xxxxxxxxxx pursuant to the provisions of Section 8(d) hereof during the
Employment Term. In the event that the provisions of this Section 9 should ever
be deemed to exceed the time or geographic limitations or any other limitations
permitted by applicable law, then such provisions shall be deemed reformed to
the maximum permitted by applicable law. Xxxxxxxxxx acknowledges and agrees that
the foregoing covenant is an essential element of this Agreement and that, but
for the agreement of Xxxxxxxxxx to comply with the covenant, the Company would
not have entered into this Agreement, and that the remedy at law for any breach
of the covenant will be inadequate and the Company, in addition to any other
relief available to it, shall be entitled to temporary and permanent injunctive
relief without the necessity of proving actual damage.
10. Confidential Information. Xxxxxxxxxx recognizes and acknowledges that
the customer lists, patents, inventions, copyrights, methods of doing business,
trade secrets and proprietary information of Auto including, without limitation,
as the same may exist from time to time, are valuable, special and unique assets
of the business of Auto. Except in the ordinary course of business or as
required by law, Xxxxxxxxxx shall not, during or after the Employment Term,
disclose any such list of customers or any part thereof, any such patents,
inventions, copyrights, methods of doing business, trade secrets or proprietary
information which are not otherwise in the public domain to any person, firm,
corporation or other entity for any reason whatsoever. In addition, Xxxxxxxxxx
specifically acknowledges and agrees that the remedy at law for any breach of
the foregoing shall be inadequate and that AutoInfo and the Company, in addition
to any other relief available to them, shall be entitled to temporary and
permanent injunctive relief without the necessity of proving actual damage.
11. COBRA. In the event of Xxxxxxxxxx'x death during the term of this
Agreement, Auto shall make all COBRA medical premium payments for Xxxxxxxxxx'x
family for the three year period following his death.
12. Opportunities. During his employment with Auto, Xxxxxxxxxx shall not
take any action which might divert from Auto or any of its subsidiaries or
affiliates any opportunity which would be within the scope of any of the present
or future businesses of Auto or any of its subsidiaries or affiliates.
13. Contents of Agreement, Parties in Interest, Assignment, etc. This
Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except that the duties and responsibilities of Xxxxxxxxxx hereunder which are of
a personal nature shall neither be assigned nor transferred in whole or in party
by Xxxxxxxxxx. This Agreement shall not be amended except by a written
instrument duly executed by Auto and Xxxxxxxxxx.
14. Severability. If any term or provision of this Agreement shall be held
to be invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extend
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of such invalidity or unenforceability without invalidating the remaining terms
and provisions hereof, and this Agreement shall be construed as if such invalid
or unenforceable term or provision had not been contained herein.
15. Notices. Any notice, request, instruction or other document to be
given hereunder by any party to the other party shall be in writing and shall be
deemed to have been duly given when delivered personally or five (5) days after
dispatch by registered or certified mail, postage prepaid, return receipt
requested, to the party to whom the same is so given or made:
If to Auto
addressed to: AutoInfo, Inc.
0000 Xxxxx 000
Xxxx Xxxx, Xxx Xxxxxx 00000
Attn: President
with a copy to: Morse, Zelnick, Rose & Lander, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxx, Esq.
If to Xxxxxxxxxx
addressed to: Xxxxxxx Xxxxxxxxxx
00 Xxxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
or at such other address as the one party shall specify to the other party in
writing.
16. Counterparts and Headings. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all which
together shall constitute one and the same instrument. All headings are inserted
for convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.
17. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New Jersey.
18. Arbitration. Any disputes arising hereunder shall be submitted to
arbitration before a single arbitrator in New York City under the rules and
regulations of the American Arbitration Association. Any award in such
arbitration proceeding may be enforced in any court of competent jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
AUTOINFO, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
/s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
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