EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of May 1, 1997, by and between Worldwide
Equipment Corp., a Florida corporation (the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an
individual residing at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the
"Executive").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Company and the Executive wish to enter into an employment
agreement to employ the Executive as Chief Financial Officer.
NOW, THEREFORE, die parties mutually agree as follows:
Section 1. Employment. The Company hereby employs Executive and the
Executive hereby accepts such employment, as the Chief Financial officer,
subject to the terms and conditions set forth in this Agreement.
Section 2. Duties. The Executive shall serve as the Chief Financial
Officer and shall be the senior executive responsible for
_________________________. During the term of this Agreement, the Executive
shall devote all of his business time to the performance of his duties hereunder
unless otherwise authorized by the Chief Executive officer of the Company. The
Executive shall report directly to the Chief Executive Officer of the Company.
Section 3. Term of Employment: Vacation.
(a) The term of the Executive's employment shall be for a
period of thirty six (36) months commencing on November 1, 1997 (the "Start
Date"), subject to earlier termination by the parties pursuant to Section 6
hereof (the "Term").
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(b) The Executive shall be entitled to three (3) weeks
vacation during year one, three (3) weeks vacation during year two and four (4)
weeks vacation after year three.
Section 4. Compensation of Executive.
4.1 Salary. The Company shall pay to Executive a base salary
of One Hundred Fifty Thousand ($150,000) Dollars per annum subject to an
increase of $15,000 per annum on each annual anniversary of the Start Date (the
"Base Salary"), less such deductions as shall be required to be withheld by
applicable law and regulations. All salaries payable to Executive shall be paid
at such regular weekly, biweekly or semi-monthly time or times as the Company
makes payment of its regular payroll in the regular course of business.
4.2 Options. Upon the execution hereof, the Company shall
issue to the Executive options to purchase 200,000 shares of the Company's
Common Stock at $4.00 per share. The options shall be subject to forfeiture in
the event either the Company or the Executive exercise the termination rights
set forth in Section 6(c) hereof.
4.3 Expenses. During the Term, the Company shall promptly
reimburse the Executive for all reasonable and necessary travel expenses and
other disbursements incurred by the Executive on behalf of the Company in the
performance of the Executive's duties hereunder, assuming Executive has received
prior approval for such travel expenses and disbursements by the Company to the
extent possible consistent with corporate practices with respect to the
reimbursement of expenses incurred by the Company's employees.
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4.4 Benefits. The Executive shall be permitted during the Term
to participate in any hospitalization or disability insurance plans, health
programs, pension plans, bonus plans or similar benefits that may be available
to other executives of the Company (including coverage under any officers and
directors liability insurance policy), subject to such eligibility rules as are
applied to senior managers generally.
Section 5. Disability of the Executive. If the Executive is
incapacitated or disabled by accident, sickness or otherwise so as to render the
Executive mentally or physically incapable of performing the services required
to be performed under this Agreement for a period of 60 consecutive days or 90
days in any period of 360 consecutive days (a "Disability"), the Company may, at
the time or during the period of such Disability, at its option, terminate the
employment of the Executive under this Agreement immediately upon giving the
Executive written notice to that effect.
Section 6. Termination.
(a) The Company may terminate the employment of the Executive
and all of the Company's obligations under this Agreement at any time for Cause
(as hereinafter defined) by giving the Executive notice of such termination,
with reasonable specificity of the details thereof. "Cause" shall mean (i) the
Executive's wilful misconduct which could reasonably be expected to have a
material adverse effect on the business and affairs of the Company, (ii) the
Executive's disregard of lawful instructions of the Company's Board of Directors
or Chief Executive Officer consistent with the Executive's responsibilities
under this Agreement relating to the business of the
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Company, (iii) or neglect of duties or failure to act, which, in each case,
could reasonably be expected to have a material adverse effect on the business
and affairs of the Company, (iv) the commission by the Executive of an act
constituting common law fraud, or a felony, or criminal act against the Company
or any affiliate thereof or any of the assets of any of them, (v) the
Executive's abuse of alcohol or other drugs or controlled substances, or
conviction of a crime involving moral turpitude, (vi) the Executive's material
breach of any of the agreements contained herein, or (vii) the Executive's death
or resignation hereunder; provided however, that if the Executive resigned as a
result of a material breach by the Company of this Agreement, such resignation
shall not be considered "Cause" hereunder. A termination pursuant to Section
6(a)(i), (ii). (iii), (iv), (v) (other than as a result of a conviction of a
crime involving moral turpitude) or (vi) shall take effect 30 days after the
giving of the notice contemplated hereby unless the Executive shall, during such
30-day period, remedy to the reasonable satisfaction of the Board of Directors
of the Company the misconduct, disregard, abuse or breach specified in such
notice; provided however, that such termination shall take effect immediately
upon the giving of such notice if the Board of Directors of the Company shall,
in its reasonable discretion, have determined that such misconduct, disregard,
abuse or breach is not remediable (which determination shall be stated in such
notice). A termination pursuant to Section 6(a)(v) (as a result of a conviction
of a crime involving moral turpitude) or (vi) shall take effect immediately upon
the giving of the notice contemplated hereby.
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(b) The Company or the Executive may terminate the employment
of the Executive and all of the Company's obligations under this Agreement
(except as hereinafter provided) at any time during the Term without Cause by
giving the Executive or the Company, as appropriate, written notice of such
termination, to be effective 15 days following the giving of such written
notice. For convenience of reference, the date upon which any termination of the
employment of the Executive pursuant to Sections 5 or 6 shall be effective shall
be hereinafter referred to as the "Termination Date".
(c) The Company or the Executive may terminate the employment
of the Executive for any reason prior to December 1, 1997.
Section 7. Effect of Termination of Employment.
(a) Upon the termination of the Executive's employment for
Cause or a Disability or in accordance with Section 6(c), neither the Executive
nor the Executive's beneficiaries or estate shall have any further rights to
compensation under this Agreement or any claims against the Company arising out
of this Agreement, except the right to receive (i) the unpaid portion of the
Base Salary provided for in Section 4.1, earned through the Termination Date
(the "Unpaid Salary Amount"), and (ii) reimbursement for any expenses for which
the Executive shall not have theretofore been reimbursed, as provided in Section
4.3 (the "Expense Reimbursement Amount").
(b) Upon the termination of the Executive's employment for
other than Cause or a Disability, neither the Executive nor the Executive's
beneficiaries or estate shall have any further rights to compensation under this
Agreement or any claims against the Company arising out of this Agreement,
except the Executive shall have the
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right to receive (i) the Unpaid Salary Amount, (ii) the Expense Reimbursement
Amount, and (iii) severance compensation equal to the salary (including medical
benefits) for three months if the agreement if terminated prior to December 31,
1998, two months if the agreement is terminated prior to December 31, 1999 and
one month is the agreement is terminated after December 31, 1999.
Section 8. Disclosure of Confidential Information. Executive recognizes
that he has had and will continue to have access to secret and confidential
information regarding the Company, including but not limited to its customer
list, products, know- how, and business plans. Executive acknowledges that such
information is of great value to the Company, is the sole property of the
Company, and has been and will be acquired by him in confidence. In
consideration of the obligations undertaken by the Company herein, Executive
will not, at any time, during or after his employment hereunder, reveal, divulge
or make known to any person, any information acquired by Executive during the
course of his employment, which is treated as confidential by the Company,
including but not limited to its customer list, not otherwise in the public
domain, other than in the ordinary of business during his employment hereunder.
The provisions of this Section 8 shall survive Executive's employment hereunder.
Section 9. Miscellaneous.
9.1 Injunctive Relief. Executive acknowledges that the
services to be rendered under the provisions of this Agreement are of a special,
unique and extraordinary character and that it would be difficult or impossible
to replace such services. Accordingly, Executive agrees that any breach or
threatened breach by him
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of Section 8 of this Agreement shall entitle Company, in addition to all other
legal remedies available to it, to apply to any court of competent jurisdiction
to seek to enjoin such breach or threatened breach. The parties understand and
intend that each restriction agreed to by Executive hereinabove shall be
construed as separable and divisible from every other restriction, that the
unenforceability of any restriction shall not limit the enforceability, in whole
or in part, of any other restriction, and that one or more or all of such
restrictions may be enforced in whole or in part as the circumstances warrant.
In the event that any restriction in this Agreement is more restrictive than
permitted by law in the jurisdiction in which Company seeks enforcement thereof,
such restriction shall be limited to the extent permitted by law.
9.2 Assignments. Neither Executive nor the Company may assign
or delegate any of their rights or duties under this Agreement without the
express written consent of the other.
9.3 Entire Agreement. This Agreement constitutes and embodies
the full and complete understanding and agreement of the parties with respect to
Executive's employment by Company, supersedes all prior understandings and
agreements, whether oral or written, between Executive and Company, and shall
not be amended, modified or changed except by an instrument in writing executed
by the party to be charged. The invalidity or partial invalidity of one or more
provisions of this Agreement shall not invalidate any other provision of this
Agreement. No waiver by either party of any provision or condition to be
performed shall be deemed a waiver of
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similar or dissimilar provisions or conditions at the same time or any prior or
subsequent time.
9.4 Binding Effect. This Agreement shall inure to the benefit
of, be binding upon and enforceable against, the parties hereto and their
respective successors, heirs, beneficiaries and permitted assigns.
9.5 Headings. The headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
9.6 Notices. All notices, requests, demands and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given when personally delivered, sent by
registered or certified mail, return receipt requested, postage prepaid, or by
private overnight mail service (e.g. Federal Express) to the party at the
address set forth above or to such other address as either party may hereafter
give notice of in accordance with the provisions hereof. Notices shall be deemed
given on the sooner of the date actually received or the third business day
after sending.
9.7 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 such State's conflicts of laws provisions and each of the parties
hereto irrevocably consents to the jurisdiction and venue of the federal and
state courts located in the State of New York, County of New York.
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9.8 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one of the same instrument.
9.9 Separability. If any of the restrictions contained in this
Agreement shall be deemed to be unenforceable by reason of the extent, duration
or geographical scope thereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration, geographical
scope, or other provisions hereof, and in its reduced form this Agreement shall
then be enforceable in the manner contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
WORLDWIDE EQUIPMENT CORP.
By:____________________________
Name:
Title:
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