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EXHIBIT 10.3
FORM OF EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of October 19, 2000, by and
between ___________ ____________ (hereinafter referred to as Employee) and
International Monetary Systems, Ltd. a Wisconsin corporation (hereinafter
referred to as IMS or Company).
WHEREAS, the Board of Directors of Company believes it to be in the best
interests of Company and its shareholders that the services of Employee be
retained under the terms provided in this Agreement; and
WHEREAS, Employee is willing to be employed by Company under the terms
provided in this Agreement; and
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, it is agreed as follows:
AGREEMENT
I. PURPOSE OF AGREEMENT & EXCLUSIVITY: Commencing with the date of this
Agreement, Company agrees to employ Employee, and Employee agrees to work for
Company under the terms and conditions contained herein. The Employee agrees to
devote his full time and best efforts to the business of Company and the
performance of his duties hereunder and to perform such duties as are assigned
to him in a competent and workmanlike manner and will do nothing by either word
or deed to harm the reputation of IMS in the marketplace. The Employee shall be
subject to the supervision and direction of the officers and Board of Directors
of Company as to assignment and performance of his duties and agrees to perform
such duties as may be assigned to him from time to time by the officers and/or
Board of Directors of Company. Employee's primary work shall be to serve as
Executive Vice President of International Monetary Systems, Ltd. (IMS) and
Continental Trade Exchange, Ltd. In this capacity, he will perform all duties
required in the areas of general management, will attend all board of directors
meetings, and will offer advice on all other matters that may come before
company management.
II. TERM OF AGREEMENT & RENEWALS: The term of Employee's employment under
this agreement with IMS shall be for a period of three year(s) from and after
November 1, 2000 unless terminated in accordance with paragraph III hereof. The
period of the employment shall be deemed to be renewed automatically for
successive yearly renewal terms thereafter unless and until terminated by either
party by written notice to the other party given at least thirty (30) days prior
to the expiration of the original term or any renewal term of this Agreement or
by termination in accordance with paragraph III hereof.
III. TERMINATION: Employee's employment with IMS shall terminate in
accordance with the following provisions:
A. The employment may be terminated at any time by mutual written
agreement between Employee and IMS.
B. In the event Employee is discharged for cause, Company shall have
the right to terminate this Agreement upon 30 days written notice.
"Termination for cause" would occur if Employee willfully breaches or
habitually neglects the duties which he is required to perform under the
terms of this agreement; or commits such acts of dishonesty, fraud,
misrepresentation, or other acts of moral turpitude as would prevent the
effective performance of his duties.
C. This agreement shall be terminated upon the death of Employee. In
addition, Company reserves the right to terminate this agreement not less
than six months after Employee suffers any physical or mental disability
that would prevent the performance of his duties under this agreement. Such
a termination shall be effected by giving ten (10) days' written notice of
termination to Employee. In the event of total disability, Employee will
receive his then-current salary for a period of one year after the stoppage
of work.
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IV. COMPENSATION & BENEFITS: As compensation for his services hereunder,
Employee shall be paid according to the following schedule:
A. Employee will receive an initial base salary of $__________.00 per
year plus a commission based upon Company's gross income as determined by
President and C.E.O.
B. Employee will receive bonuses and raises in salary based upon the
company's financial performance. Such bonuses and raises shall be
determined by the President and C.E.O.
C. Employee will be included in the coverage of Company's medical,
major medical, and hospital insurance program. All premiums under this plan
shall be paid by Company.
D. Employee will receive the use of a leased company automobile of his
choice. Monthly lease payments are not to exceed $700.00.
E. Employee will be eligible to receive stock options in Company's
non-qualified stock option plan. At management's discretion, stock options
will be offered to those employees whose performance warrants such rewards.
V. PRIVACY OF CLIENT ACCOUNT RECORDS AND LISTS: Employee agrees that any
and all knowledge or information that may be obtained by him in the course of
his employment with respect to the conduct and details of the business of
International Monetary Systems, Ltd. will be held by him inviolate and be by him
concealed from any competitor and from all other persons. It is understood that
IMS is a third-party recordkeeper-a status granted to it by the United States
Internal Revenue Service-and, therefore, all financial information about client
accounts, etc. must be kept private and may not be disclosed to any other party.
Also, no client lists, account balances, or any other records may be removed
from the premises.
VI. NON-COMPETE AGREEMENT: Employee agrees that for a period of eighteen
(18) months from and after termination of his employment with IMS, he will not
engage in or otherwise affiliate with any barter or trade exchange located
within a fifty (50) mile radius of any IMS office, nor with any other business
operation directly or indirectly related to, or in competition with, the
business operation of International Monetary Systems, Ltd., nor shall he use any
knowledge, trade secrets, client lists or other information developed during the
term of this Agreement.
VII. EFFECT OF MERGER, TRANSFER OF ASSETS, OR DISSOLUTION:
A. This Agreement shall not be terminated by any voluntary or
involuntary dissolution of Company resulting from either a merger or
consolidation in which Company is not the consolidated or surviving
corporation, or a transfer of all or substantially all of the assets of
Company.
B. In the event of any such merger or consolidation or transfer of
assets, Company's rights, benefits and obligations hereunder shall be
assigned to the surviving or resulting corporation or the transferee of
Company's assets.
VIII. PAYMENT ON MERGER, TRANSFER OF ASSETS OR DISSOLUTION: If a merger or
consolidation of Company, as described in Section VII-A above, occurs, Employee
shall receive compensation of one year's salary at his then-current rate plus a
payment of $ .
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IX. CONTRACT INTERPRETATION AND ENFORCEMENT: This agreement shall be
binding upon and inure to the benefit of the parties hereto, their personal
representatives, heirs, executors, administrators, successors and assigns. As
used in this agreement, the term "successor" shall include any person, firm,
corporation, or other business entity which at any time, whether by merger,
purchase, or other means, acquires all, or substantially all, of the assets of
Company.
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This contract may not be modified except in a written agreement signed by
all parties. The terms and conditions of this contract shall be governed by the
laws of the state of Wisconsin and shall take precedence over and supersede the
language of any previous agreements, whether oral or written.
Each and every term and provision contained in this Agreement is severable
from every other term or provision therein. If any provision or term shall be
invalid, illegal or unenforceable, it shall not affect the validity, legality,
or enforceability of the remainder of the terms and/or provisions of the
Agreement.
X. ENTIRE AGREEMENT: This Contract constitutes the entire agreement between
the parties with respect to the subject matter thereof. This Contract supersedes
any and all other agreements, whether oral or written, between the parties
hereto with respect to the subject matter thereof.
IN WITNESS WHEREOF, Employee and International Monetary Systems, Ltd. have
caused this Agreement to be executed in their names as of the date and the year
first above written.
(NAME OF EMPLOYEE) INTERNATIONAL MONETARY SYSTEMS, LTD.
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Xxxxxx X. Xxxxxx, President
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