EXHIBIT 10.1(b)
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 1st day of July, 1999 between International
Sports Wagering Inc., a Delaware corporation (the "Corporation"), and Xxxxx
Xxxxxx ("Employee").
W I T N E S S E T H:
WHEREAS, the Employee is the founder of the Corporation;
WHEREAS, the Corporation is in the business of developing, producing,
marketing, licensing and servicing computerized sports wagering systems;
WHEREAS, the Corporation desires to employ Employee as its Chairman of
the Board and Employee desires to serve the Corporation in such capacity; and
WHEREAS, the Corporation desires to provide certain benefits to the
Employee upon termination of this Agreement, as herein provided.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. EMPLOYMENT. Subject to the terms and conditions herein contained,
the Corporation hereby employs Employee as its Chairman of the Board and
Employee hereby agrees to serve the Corporation in such capacity.
2. DUTIES.
(a) Employee agrees, during the Term (as hereinafter defined), to
devote his full business attention and best efforts to the business of the
Corporation and to perform such duties of an executive and administrative nature
1
as the Board of Directors of the Corporation, acting reasonably, shall assign or
direct, consistent with his status and position as Chairman of the Board,
including, without limitation, such duties as would typically be performed by
persons holding similar positions in other companies.
(b) Employee shall conduct himself at all times in a manner consistent
with his position with the Corporation.
3. TERM.
(a) The term of Employee's employment (the ""Term") shall commence as
of July 1, 1999 and shall terminate on June 30, 2000 subject to earlier
termination only (i) in the event of Employee's death; (ii) at the option of the
Corporation, in the event of disability (as hereinafter defined) for 90
consecutive working days or an aggregate of 120 working days during any
consecutive six month period during the Term; (iii) for cause; or (iv) as
provided in Sections 5.2 and 7.
(b) For the purpose of this Agreement, "disability" shall mean any
injury or any physical or mental condition or illness which shall render
Employee unable to perform his duties in accordance with this Agreement.
4. COMPENSATION AND BENEFITS. As compensation for all duties to be
rendered by Employee to the Corporation in all capacities, the Corporation shall
pay to Employee during the Term a minimum of the following, payable in
accordance with the standard payroll practice of the Corporation:
4.1. The Employee shall receive a base salary of not less than $170,000
per annum.
2
4.2. In addition, Employee shall be entitled to receive (a) such salary
increases, bonuses or other incentive compensation as may be approved by the
Board of Directors; (b) six weeks vacation during each year of the Term; (c)
such health insurance as the Corporation may from time to time provide to all
other executive employees; (d) such life insurance as the Corporation may
provide to all other executive employees: (e) such other fringe benefits as the
Corporation may provide to its employees; and (f) at the Corporation's expense,
the use of a leased automobile plus all expenses of operating such automobile,
including but not limited to insurance and maintenance costs.
4.3. Notwithstanding the provisions of Section 4.2, in lieu of
participating in the health insurance program provided by the Corporation for
the benefit of all of its employees, the Employee may elect to participate in
other health insurance (and/or Medicare) and in such case the Corporation shall
pay or reimburse the Employee, upon presentation of invoices therefor, for (i)
any deductible or copayments required to be paid by the Employee, (ii) any
health or hospitalization costs not reimbursed to the Employee by such other
health insurance (and/or Medicare) and (iii) the premiums for the Employee's
existing life insurance policies in amount of $200,000; provided that the
aggregate payment or reimbursement per annum to which the Employee shall be
entitled for all of the foregoing benefits set forth in this Section 4.3 shall
be $13,400.
5. REQUIRED RELOCATION.
5.1. During the Term, the Corporation shall not require the Employee to
relocate outside of the New York City/New Jersey metropolitan area (the "Area").
3
5.2. In the event that prior to the end of the Term of this Agreement,
the Corporation requires the Employee to relocate outside the Area and the
Employee elects in his discretion, not to do so, the Employee may voluntarily
leave the employ of the Corporation and in such event the Corporation shall pay
to the Employee (i) his base salary until the end of the Term; (ii) all benefits
provided in Section 4.2, 4.3 and 8; and (iii) the Severance Benefits provided in
Section 6.
5.3. Notwithstanding the foregoing, the Employee may be required to
travel away from his home for reasonable periods of time in fulfillment of his
responsibilities for the Corporation.
6. SEVERANCE BENEFITS.
Upon expiration of the Term of this Agreement on June 30, 1999 or
earlier if as a result of the death or disability of the Employee, or as
provided in Section 5.2 or as a result of a Change of Control, other than for
cause, the Corporation shall pay to the Employee (or the Employee's estate (if
the Agreement is terminated as a result of the Employee's death), the following:
(a) The Employee's base salary, as provided in Section 4.1, for a
period of one year, payable in accordance with the standard payroll practice of
the Corporation; and
(b) For a period of one year, the benefits provided in Section 4.2(c),
(d), (e) and (f), Section 4.3 and Section 8.
4
7. CHANGE OF CONTROL.
7.1 In the event of a "Change of Control" (as hereafter defined) during
the Term the Employee shall be entitled, at his option, which option shall be
exercised by giving not less than 60 days' prior written notice to the
Corporation, to terminate this Agreement. Whether the Employee terminates this
Agreement, or this Agreement is terminated by the Corporation, after a Change in
Control, for any reason whatsoever other than for cause, the Employee shall be
entitled to the following:
(a) If the termination is during the Term, the Employee shall be
entitled to continued payment of his base salary and benefits as provided in
Sections 4.1, 4..2, 4.3 and 8 until June 30, 2000.
(b) The Employee shall be entitled to the Severance Benefits provided
in Section 6.
(c) "Change of Control" shall mean, if any person, or any two or more
persons acting a group, and all affiliates of such person or persons, who prior
to such time beneficially owned (as defined in Rule 13d-3 under the Securities
and Exchange Act of 1934 (the "Exchange Act") less than 50% of the then
outstanding Common Stock of the Corporation, shall acquire additional shares of
Common Stock in one or more transactions or series of transactions, such that
following such transaction or transactions, such person or group and affiliates
beneficially own 50% or more of the Common Stock outstanding.
8. REIMBURSEMENT OF EXPENSES. The Corporation shall reimburse Employee
for all reasonable business expenses paid or incurred by him on behalf of the
5
Corporation, including, but not limited to, travel and entertainment expenses,
that he shall incur during the Term in connection with the performance of his
duties hereunder; provided that he submits, in a timely manner, receipts or
other expense records in such detail as may be required by the Corporation.
9. NO CONFLICTING COMMITMENTS.
Employee represents and warrants that he has no commitments or
obligations of any kind whatsoever inconsistent with this Agreement which would
impair, infringe upon or limit his ability to enter into this Agreement or to
perform the services required of him hereunder.
10. PROPRIETARY INFORMATION. Prior to the execution of this Employment
Agreement, Employee has signed a Proprietary Information Agreement the terms of
which shall continue in full force and effect.
11. ENTIRE AGREEMENT. This Agreement embodies the entire understanding
and agreement of the parties hereto in relation to the subject matter hereof,
and no promise, condition, representation or warranty, express or implied, not
herein set forth shall bind any party hereto. None of the terms and conditions
of this Agreement may be changed, modified, waived or cancelled orally or
otherwise except in a writing signed by both the parties hereto, specifying such
change, modification, waiver or cancellation. A waiver at any time of compliance
with any of the terms and conditions of this Agreement shall not be considered a
modification, cancellation or waiver of such terms and conditions of any
preceding or succeeding breach thereof unless expressly so stated.
6
12. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
13. GOVERNING LAW. This Agreement shall be governed by the internal
laws of the State of New Jersey without regard to principles of Conflicts of
law.
14. NOTICES. Any notice or other communication required or desired to
be given shall be in writing and shall be sent by registered or certified mail
return receipt requested or by express mail. Each such notice shall be deemed
given at the time it is mailed in any post office maintained by the United
States to the following respective addresses, which either party may change as
to such party upon ten (10) days' notice to the other.
To the Corporation:
International Sports Wagering Inc.
000 Xxxxx Xxxxx Xxxx (Xxxxx 0X)
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
Attn: President
With a copy to:
Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxxxx Xxxxxx & Xxxxxx LLP
000 Xxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000-0000
To Employee:
Xx. Xxxxx Xxxxxx
00 Xxxxxxx Xxxx
Xxxxx, XX 00000
7
15. EXTRAORDINARY RELIEF. Employee acknowledges and agrees that
irreparable damage will result to the Corporation in the event of a breach of
the Proprietary Information Agreement. Accordingly, Employee agrees that the
Corporation shall be entitled to enforce its rights under said Proprietary
Information Agreement, in the event of a breach or threatened breach thereof, in
the court of equity, and shall be entitled to a decree of specific performance
or appropriate injunctive relief. Such remedies shall be cumulative and not
exclusive and shall be in addition to any other rights or remedies available to
the Corporation.
16. INVALIDITY. Any provision of this Agreement found to be prohibited
by law shall be ineffective as written without invalidating the remainder of
this Agreement and shall be deemed amended to the fullest extent allowable by
applicable law to effectuate the purposes of said provision.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
INTERNATIONAL SPORTS WAGERING INC.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------
President
EMPLOYEE:
/s/ Xxxxx Xxxxxx
-------------------------------
Xxxxx Xxxxxx
8
