EMPLOYMENT CONTRACT
Exhibit 10.4
This Employment Contract (this "Contract") is made effective as of November 7, 2016, by and between Assure Holdings, Inc. of 00000 X Xxxxxx Xxxx, XXX 000, Xxxxxx, Xxxxxxxx, 00000 and Xxxxxxx Xxxxxxx of 0000 Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx, 00000.
A. Assure Holdings, Inc. is engaged in the business of Medical Neuromonitoring Services Xxxxxxx Xxxxxxx will primarily perform the job duties at the following location: 00000 X Xxxxxx Xxxx, XXX 000, Xxxxxx, Xxxxxxxx.
B. Assure Holdings, Inc. desires to have the services of Xxxxxxx Xxxxxxx.
C. Xxxxxxx Xxxxxxx is an at will employee of Assure Holdings, Inc. Either party is able to terminate the employment agreement at any time.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Assure Holdings, Inc. shall employ Xxxxxxx Xxxxxxx as CEO. Xxxxxxx Xxxxxxx shall provide to Assure Holdings, Inc. the following services: Corporate Management, Financial Strategy, Capital Market Advisory, Business Expansion, Compliance and Advisory, Corporate Communications, General Operational Responsibilities. Xxxxxxx Xxxxxxx accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of Assure Holdings, Inc. and Assure Holdings, Inc.'s supervisory personnel. Xxxxxxx Xxxxxxx shall also perform (i) such other duties as are customarily performed by an employee in a similar position, and (ii) such other and unrelated services and duties as may be assigned to Xxxxxxx Xxxxxxx from time to time by Assure Holdings, Inc.
2. BEST EFFORTS OF EMPLOYEE. Xxxxxxx Xxxxxxx agrees to perform faithfully, industriously, and to the best of Xxxxxxx Xxxxxxx'x ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Contract, to the reasonable satisfaction of Assure Holdings, Inc. Such duties shall be provided at such place(s) as the needs, business, or opportunities of Assure Holdings, Inc. may require from time to time.
3. OWNERSHIP OF SOCIAL MEDIA CONTACTS. Any social media contacts, including "followers" or "friends," that are acquired through accounts (including, but not limited to email addresses, blogs, Twitter, Facebook, YouTube, or other social media networks) used or created on behalf of Assure Holdings, Inc. are the property of Assure Holdings, Inc.
4. COMPENSATION OF EMPLOYEE. As compensation for the services provided by Xxxxxxx Xxxxxxx under this Contract, Assure Holdings, Inc. will pay Xxxxxxx Xxxxxxx an annual salary of $120,000.00 payable on Friday of every other week and subject to applicable federal, state, and local withholding. Upon termination of this Contract, payments under this paragraph shall cease; provided, however, that Xxxxxxx Xxxxxxx shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Xxxxxxx Xxxxxxx has not yet been paid, and for any commission earned in accordance with Assure Holdings, Inc.'s customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and Assure Holdings, Inc.'s customary procedures. This section of the Contract is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.
5. EXPENSE REIMBURSEMENT. Assure Holdings, Inc. will reimburse Xxxxxxx Xxxxxxx for "out-of-pocket" expenses incurred by Xxxxxxx Xxxxxxx in accordance with Assure Holdings, Inc.'s policies in effect from time to time.
6. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Xxxxxxx Xxxxxxx shall provide Assure Holdings, Inc. with all information, suggestions, and recommendations regarding Assure Holdings, Inc.'s business, of which Xxxxxxx Xxxxxxx has knowledge, that will be of benefit to Assure Holdings, Inc.
7. CONFIDENTIALITY. Xxxxxxx Xxxxxxx recognizes that Assure Holdings, Inc. has and will have information regarding the following:
- technical matters
- trade secrets
- customer lists
- costs
- business affairs
and other vital information items (collectively, "Information") which are valuable, special and unique assets of Assure Holdings, Inc. Xxxxxxx Xxxxxxx agrees that Xxxxxxx Xxxxxxx will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without the prior written consent of Assure Holdings, Inc. Xxxxxxx Xxxxxxx will protect the Information and treat it as strictly confidential. A violation by Xxxxxxx Xxxxxxx of this paragraph shall be a material violation of this Contract and will justify legal and/or equitable relief.
8. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Contract shall remain in full force and effect for a 6 months period after the voluntary or involuntary termination of Xxxxxxx Xxxxxxx'x employment. During such 6 months period, neither party shall make or permit the making of any public announcement or statement of any kind that Xxxxxxx Xxxxxxx was formerly employed by or connected with Assure Holdings, Inc.
9. NON-COMPETE AGREEMENT. Xxxxxxx Xxxxxxx recognizes that the various items of Information are special and unique assets of the company and need to be protected from improper disclosure. In consideration of the disclosure of the Information to Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx agrees and covenants that during his or her employment by Assure Holdings, Inc. and for a period of 1 year following the termination of Xxxxxxx Xxxxxxx'x employment, whether such termination is voluntary or involuntary, Xxxxxxx Xxxxxxx will not directly or indirectly engage in any business competitive with Assure Holdings, Inc.
Directly or indirectly engaging in any competitive business includes, but is not limited to: (i) engaging in a business as owner, partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer of Assure Holdings, Inc. for the benefit of a third party that is engaged in such business. Xxxxxxx Xxxxxxx agrees that this non-compete provision will not adversely affect Xxxxxxx Xxxxxxx'x livelihood.
10. VACATION. Xxxxxxx Xxxxxxx shall be entitled to 4 Weeks per year with 1 additional week for every year of employment completed of paid vacation for each completed year of employment. Such vacation must be taken at a time mutually convenient to Assure Holdings, Inc. and Xxxxxxx Xxxxxxx, and must be approved by Assure Holdings, Inc. Requests for vacation shall be submitted to Xxxxxxx Xxxxxxx'x immediate supervisor 7 days in advance of the requested beginning date.
The provisions of this Vacation section are subject to change in accordance with Assure Holdings, Inc. policies in effect from time to time.
11. SICK LEAVE. Xxxxxxx Xxxxxxx shall be entitled to 7 days per year day(s) paid time, due to illness or for personal business, for each calendar year beginning January 1, 2017. Unused sick leave benefits as of December 31 of each year may be converted into cash compensation at a rate of $480.00 per day. Sick leave may be accumulated from year to year up to a total of 7 days; excess amounts shall be forfeited.
If Xxxxxxx Xxxxxxx is unable to work for more than 60 days because of sickness or total disability, and if Xxxxxxx Xxxxxxx'x unused sick leave is insufficient for such period, a maximum of all of Xxxxxxx Xxxxxxx'x unused vacation time shall be applied to such absence.
All requests for sick days off shall be made by Xxxxxxx Xxxxxxx in accordance with Assure Holdings, Inc. policies in effect from time to time.
The provisions of this Sick Leave section are subject to change in accordance with Assure Holdings, Inc. policies in effect from time to time.
12. PERSONAL LEAVE. After completion of 60 days of employment, Xxxxxxx Xxxxxxx shall be entitled to 7 day(s) paid time, for personal business or due to illness, for each calendar year beginning January 1, 2017. Unused personal leave benefits as of December 31 of each year may be converted into cash compensation at a rate of $480.00 per day. Personal leave may be accumulated from year to year up to a total of 7 Days; excess amounts shall be forfeited.
If Xxxxxxx Xxxxxxx is unable to work for more than 60 days because of personal business, and if Xxxxxxx Xxxxxxx'x unused personal leave is insufficient for such period, a maximum of all of Xxxxxxx Xxxxxxx'x unused vacation time shall be applied to such absence.
All requests for personal days off shall be made by Xxxxxxx Xxxxxxx in accordance with Assure Holdings, Inc. policies in effect from time to time.
The provisions of this Personal Leave section are subject to change in accordance with Assure Holdings, Inc. policies in effect from time to time.
13. HOLIDAYS. Xxxxxxx Xxxxxxx shall be entitled to the following holidays with pay during each calendar year:
- New Year's Day
- Xxxxxx Xxxxxx Xxxx, Xx. Day
- President's Day
- Memorial Day
- 4th of July/Independence Day
- Labor Day
- Columbus Day
- Veteran's Day
- Thanksgiving Day
- Day after Thanksgiving
- Christmas Eve
- Christmas Day
- New Year's Eve
The provisions of this Holidays section are subject to change in accordance with Assure Holdings, Inc. policies in effect from time to time.
14. INSURANCE BENEFITS. Xxxxxxx Xxxxxxx shall be entitled to insurance benefits, in accordance with Assure Holdings, Inc.'s applicable insurance contract(s) and policies, and applicable state law. These benefits shall include:
- health insurance: Inclusive of medical, dental, and vision
- disability insurance
- life insurance: Up to $3 million in 10 year term coverage
The provisions of this Insurance Benefits section are subject to change in accordance with Assure Holdings, Inc. policies in effect from time to time.
15. BENEFITS. Xxxxxxx Xxxxxxx shall be entitled to the following benefits:
- Car Allowance: Up to $2500.00 per month with no loan or lease obligations to the Company longer than 60 months
- 401k: 6% Company matching up to the statutory limit
- Annual Bonus: At least 75% of annual salary with additional performance based bonuses allocated at the discretion of the Board of Directors.
- Phone & Home Office Allowance: Up to $1500 per month
- Stock Options: Pursuant to the Company stock option plan
as such benefits are provided in accordance with Assure Holdings, Inc. policies in effect from time to time.
Xxxxxxx Xxxxxxx shall be able to participate in Assure Holdings, Inc.'s pension plan in accordance with the plan's terms and the requirements of law.
16. TERM/TERMINATION. Xxxxxxx Xxxxxxx'x employment under this Contract shall be for 5 years, beginning on November 7, 2016. This Contract may be terminated by Assure Holdings, Inc. upon 30 days written notice, and by Xxxxxxx Xxxxxxx upon 30 days written notice. If Assure Holdings, Inc. shall so terminate this Contract, Xxxxxxx Xxxxxxx shall be entitled to compensation for 3 months of annualized compensation for every 1 year of employment beyond the termination date of such termination, unless Xxxxxxx Xxxxxxx is in violation of this Contract. If Xxxxxxx Xxxxxxx is in violation of this Contract, Assure Holdings, Inc. may terminate employment without notice and with compensation to Xxxxxxx Xxxxxxx only to the date of such termination. The compensation paid under this Contract shall be Xxxxxxx Xxxxxxx'x exclusive remedy.
17. COMPLIANCE WITH EMPLOYER'S RULES. Xxxxxxx Xxxxxxx agrees to comply with all of the rules and regulations of Assure Holdings, Inc.
18. NOTICES. All notices required or permitted under this Contract shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:
Employer:
Assure Holdings, Inc.
Xxxxxxx Xxxxxxx
Chairman of the Board
00000 X Xxxxxx Xxxx, XXX 000
Xxxxxx, Xxxxxxxx 00000
Employee:
Xxxxxxx Xxxxxxx
0000 Xxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.
19. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Contract supersedes any prior written or oral agreements between the parties.
20. AMENDMENT. This Contract may be modified or amended, if the amendment is made in writing and is signed by both parties.
21. SEVERABILITY. If any provisions of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
23. APPLICABLE LAW. This Contract shall be governed by the laws of the State of Colorado.
24. SIGNATORIES. This Contract shall be signed by Xxxxxxx Xxxxxxx, Chairman of the Board on behalf of Assure Holdings, inc. and by Xxxxxxx Xxxxxxx in an individual capacity. This Contract is effective as of the date first above written.
/s/ Xxxxxxx Xxxxxxx | Date: | 11/7/16 | |
Xxxxxxx Xxxxxxx, Chairman of the Board Assure Holdings, Inc. | |||
/s/ Xxxxxxx Xxxxxxx | Date: | 11/7/16 | |
Xxxxxxx Xxxxxxx |