EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this 31st day of December,
2001, by and between Business Continuity Services Group, Inc., having its
principal place of business in Bohemia, NY, hereinafter referred to as the
"Employer," and Xxxxx X. Xxxx, hereinafter referred to as the "Employee."
1. Employment. The Employer hereby agrees to employ the Employee in the
capacity of president of the Employer with responsibilities as
determined from time to time by the Board of Directors upon the terms
and conditions set out herein.
2. Term. The term of this Agreement shall begin on the first day of the
month following the date on which Employer has raised an aggregate
cumulative total of $100,000 in debt and or equity financing, and shall
terminate five years from such date. This Agreement shall automatically
renew for an additional year on each contract anniversary date
thereafter, unless either party gives sixty (60) days written notice to
the other party of his intent not to renew for an additional period.
3. Compensation. The Employer shall pay the Employee, as compensation for
the services rendered by the Employee, an annual salary of $120,000 ,
payable every two weeks. Salary payments shall be subject to
withholding and other applicable taxes. Employer shall provide Employee
with a medical insurance plan. If, at any time during the term of this
agreement, the Employer has insufficient funds to pay Employee, the
amount not paid will be accrued and paid to Employee when Employer has
sufficient funds to do so.
4. Expenses The Company will provide Employee with a suitable automobile
or shall, in lieu of being furnished with a Company automobile, receive
a monthly automobile allowance of not less than $350.00. The Company
shall also reimburse Employee for all reasonable and necessary expenses
incurred in carrying out his duties under this Agreement. Employee
shall present to the Company from time to time an itemized account of
such expenses in any form required by the Corporation. Such expenses
shall be subject to review by the Audit Committee of the Board of
Directors.
5. Duties. The Employee shall perform, for the Employer, the duties
as defined by the Board of Directors.
6. Extent of Services. The Employee shall devote not less than 90 percent
of his time, attention, and energies to the Employer's business and
shall not, during the term of this Agreement, be engaged in any other
business activity, whether or not such business activity is pursued
for gain, profit, or other pecuniary advantage. The Employee further
agrees that he will perform all of the duties assigned to him to the
best of his ability and in a manner satisfactory to the Employer,
that he will truthfully and accurately maintain all records, preserve
all such records, and make all such reports as the Employer may
require; that he will fully account for all money and all of the
property of the Employer of which he may have custody and will pay
over and deliver the same whenever and however he may be directed to do
so.
7. Notices. Any notice required or desired to be given under this
Agreement shall be given in writing, sent by certified mail, return
receipt requested, to his residence in the case of the Employee, or to
its principal place of business, in the case of the Employer.
8. Waiver of Breach. The waiver by the employer of a breach of any
provision of this Agreement by the Employee shall not operate or be
construed as a waiver of any subsequent breach by the Employee. No
waiver shall be valid unless in writing and signed by the Employer.
9. Assignment. The Employee acknowledges that the services to be
rendered by him are unique and personal. Accordingly, the Employee may
not assign any of his rights or delegate any of his duties or
obligations under this Agreement. The rights and obligations of the
Employer under this Agreement shall inure to the benefit of and shall
be binding upon the successors and assigns of the Employer.
10. Death during Employment. If the Employee dies during the term of
employment, the Employer shall pay to the estate of the Employee one
full month of compensation which would otherwise be payable to the
Employee if the Employee were alive. In addition, the Employer shall
allow the Estate of the Employee to maintain the ownership of any
interest the Employee had in any and all distributorships.
11. Vacations. The Employee shall be entitled each year to vacation and
personal leave suitable and appropriate to his position. During this
time his compensation shall be paid in full.
12. Termination by Employee. The Employee may not terminate this
Agreement without cause. This Agreement and the employment of the
Employee may be terminated by either party with stated cause upon 30
days' written notice given by either party to the other within 12
months from the date of commencement of employment hereunder, or upon
90 days' written notice with stated cause thereafter. Termination for
cause shall include, but not necessarily be limited to (i) Employee's
failure, refusal or inability to perform satisfactorily the services
required of him by the Board of Directors; (ii) Employee's commitment
of an offense of moral turpitude or offense under federal, state or
local laws; and (iii) commission by Employee of an act of disloyalty
against the Corporation or the violation by Employee of any provision
of this Agreement.
13. Entire Agreement. This Agreement contains the entire understanding
of the parties. It may be changed only by an Agreement in writing,
signed by the parties hereto.
14. Governing Law. This agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with
the laws of the State of New York. The parties herein waive trial by
jury and agree to submit to the personal jurisdiction and venue of a
court of subject matter jurisdiction located in Suffolk County, State
of New York. In the event that litigation results from or arises out of
this Agreement or the performance thereof, the parties agree to
reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party
may be entitled. In such event, no action shall be entertained by said
court or any court of competent jurisdiction if filed more than one
year subsequent to the date the cause(s) of action actually accrued
regardless of whether damages were otherwise as of said time
calculable.
15. Indemnity. The Employer shall indemnify the Employee and hold him
harmless for any acts or decisions made by him in good faith while
performing services for the Employer and will use its best efforts to
obtain coverage for the Employee under any insurance policy now in
force or hereinafter obtained during the term of this Agreement
covering the other officers, and/or employees of the Employer against
lawsuits. Employer shall pay all expenses, including attorney's fees,
actually and necessarily incurred by the Employee in connection with
any appeal thereon, including the cost of court settlements.
16. Working Facilities. The Employee shall be provided such facilities
and services as are suitable to his position and appropriate for the
performance of his duties.
17. Contractual Procedures. Unless specifically disallowed by law, should
litigation arise hereunder, service of process therefor may be obtained
through certified mail, return receipt requested; the parties hereto
waiving any and all rights they may have to object to the method by
which service was perfected.
Business Continuity Services Group, Inc.
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By: Xxxxx X. Xxxx
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Its:
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