Sample Business Contracts

Employment Agreement - Axxess Inc. and Jeffrey Abbott

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                             EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT ("Agreement") dated as of October 1, 1998, 
("Effective Date"), is made and entered into by and between Axxess, Inc., a 
Nevada corporation (the "Company"), and Jeffrey Abbott a Florida resident 
(hereinafter "Employee").

                             W I T N E S S E T H :

        WHEREAS, the Board of Directors of the Company (the "Board") recognized 
that Employee's contribution to the growth and success of the Company will be 
substantial, and the Board has determined that this Agreement will reinforce and
encourage Employee's attention and dedication to the Company and is in the best 
interests of the Company, and

        NOW, THEREFORE, in consideration of the mutual promises, covenants and 
agreements of the parties herein contained and other good and valuable 
consideration, the receipt and sufficiency all of which are forever acknowledged
and confessed, the parties hereby agree as follows:

        1.   Agreement for Employment.

        1.1  Employment. The Company (including its successors, present and 
future subsidiaries, affiliates or divisions of the Company or any one or more 
other entities to which the business or functions of the Company may be 
transferred) hereby engages and employes and agrees to continue to employ 
Employee, and Employee accepts such engagement and employment as General 
Employee (hereinafter "Employee") of the Company and agrees to serve the Company
on the terms herein specified.

        1.2  Employee's Service. Employee agrees to act as Employee of the 
Company for so long as he holds such office of the Company. Employee shall be 
located in Altamonte Springs, Florida during the term of this Agreement.

        1.3  Office of Chief Information Officer. Employee acknowledges that the
office of Chief Information Officer is an office to which he must be appointed 
by the Board and that the Board has appointed Employee to serve for a period 
equal to the Term. Employee may not be removed from such office except in strict
accordance with the procedures set forth in this Agreement. The removal of 
Employee or expiration of Employee's appointment shall not affect this Agreement
except as specified below. Company represents and warrants to Employee that 
Company's Articles of Incorporation and ByLaws do not prohibit such appointment 
and the employment contemplated hereunder.

2. Scope of Duties.

        2.1 Scope of Duties. The Chief Information Officer manages and directs 
Information Technology personnel and project efforts. Also responsible for 
providing input to the company president on issues including Technology Trends, 
Software Development, Communications, and Computer Systems.

        2.2 Required Efforts. Employee shall devote sufficient working time and 
effort to the business and affairs of the Company as may be required to 
accomplish the tasks assigned to him under this Agreement, except in cases of 
Disability or Incapacity, as hereinafter defined. This Agreement shall not be 
construed to prevent Employee from investing his personal assets in businesses 
which do not directly compete with Company's finance related Internet sites.

3. Term.

        3.1 Term. This Agreement shall commence on the Effective Date and 
continue thereafter, unless terminated as hereinafter provided, for 3 years from
the Effective Date (the "Initial Term") and for successive one (1) year periods 
("Renewal Terms"). The word "Term" shall mean the Initial Term as well as any 
and all Renewal Terms.

        3.2 Renewal. This Agreement shall be automatically extended without the 
action of any party at the end of the Initial Term and each Renewal Term unless 
either the Company or Employee delivers to the other written notice that 
Employee's employment hereunder will not be extended. Such notice must be 
delivered by the Company at least ninety (90) days prior to the expiration of 
the Term, and said notice must be delivered by the Employee at least thirty (30)
days prior to the expiration of the term, whether the Initial Term or a Renewal 
Term, for which it is to be effective. Compensation for each Renewal term shall 
include the same percentage increase in base salary that was received during the
year prior to renewal.

4. Compensation.

        4.1 Base Salary. (a) The Company agrees to compensate and pay Employee a
base salary at the rate of $80,000 for the first year. The Employee's salary 
will be reviewed by the Company at the end of six months, at which time an 
appropriate increase will be discussed and agreed upon, in accordance with the 
Employee's performance, at any time and the Company's growth and progress as of 
that date. Salary may be further increased in accordance with the good faith 
business practices of the Company and customary business practices, at the 
discretion of the Board of Directors.

        4.2 Options. An option is hereby granted to purchase 10,000 shares of 
the Company's stock at the October 1, 1998 closing price of 3.375 per share, 
which option shall vest on September 30, 1999. Options are likewise granted to 
purchase 10,000 shares

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of the Company's stock at the closing price of October 1, 1999 and 10,000 shares
at the closing price of October 1, 2000, which options shall vest on September 
30, 2000 and september 30, 2001, respectively. The aforementioned options are 
separate and apart from the rights Employee shall have to participate in the 
Company's Employee Stock Option Plan, on the same terms and conditions 
applicable to officers of the Company.

        4.3 Bonuses. The Board of Directors shall authorize a cash bonus 
consistent with customary business practices, and in accordance with the 
Company's growth and progress in achieving its goals, which Employee and Company
understand is partially dependant upon the obtaining of financing and related 
factors. Employee's performance and the Company's progress shall be reviewed on 
April 1st, 1999, and periodically thereafter, and a bonus or bonuses shall be 
paid accordingly. Bonuses and other compensation may from time to time be 
granted by the Board of Directors, in any event in accordance with what is 
considered to be appropriate and consistent with industry practice.

        4.4 Termination Compensation.

            (a) If Employee's employment is terminated pursuant to Paragraph 7.1
        (a), (b), (c) or (e) of this Amendment, Employee's Base Salary shall be
        continued for a period equal to eight (8) months, regardless of whether
        employee is re-employed on a full-time or part-time basis or becomes
        self employed. The Termination Compensation shall be paid in equal
        periodic installments on the first and fifteenth days of each month.

            (b) No termination compensation shall be paid to Employee in the
        event his termination is voluntary, or "For Cause" as defined in
        paragraph 12 of this Agreement.

        4.5 Withholding. The amounts stated in this Article 4 are stated in 
gross amounts. The Company is or may be required to withhold from such gross 
amount deductions for federal, state or local taxes, F.I.C.A. and such other 
taxes required by appropriate governmental agencies. The amount to be paid 
Employee shall be net of such amounts withheld.

        4.6 Equity Compensation. In addition to Employee's compensation provided
above, the Company may grant to Employee additional equity or options for 
membership interests of the Company after the date hereof. The value of the 
additional equity granted to Employee hereunder shall be determined by the Board
of Directors. If the Company has more than one form, type, or class of equity 
securities or convertible instruments, Employee shall have the right to select 
which form, type, or class of stock and/or convertible instruments he shall 
receive hereunder. The grant of additional equity or options may be subject to a
vesting schedule. Notwithstanding the foregoing, if Employee's employment is 
terminated for any reason, other than Employee's voluntary resignation, the 
equity interest hereunder shall vest and be transferred to Employee as of

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the date of Employee's termination of employment. Furthermore, if the Company 
undergoes a change of control, all of the equity interest hereunder shall vest 

5. Reimbursement for Expenses.

        5.1 Reimbursement. The Company shall reimburse Employee or cause him to 
be promptly reimbursed for all reasonable and necessary expenses incurred in 
furtherance of the business and affairs of the Company, including, but not 
limited to, all travel expenses and living expenses while away from home on 
business or at the request of the Company or the Board. Likewise, Employee shall
be reimbursed for expenses incurred for attendance at technical or business 
seminars or courses, as well as for all association dues, technical materials, 
and related items. Seminar and course attendance must be pre-approved by the 
President or his delegate. Such reimbursement shall be effected as soon as 
reasonably practicable after such expenditures are made, against presentation of
singed, itemized expense reports in accordance with the present travel and 
business expense reimbursement policies of the Company.

6. Fringe Benefits.

        6.1 Benefits. The Company shall furnish to Employee, at the Company's 
expense, the following specific benefits in addition to any other benefits 
provided in the Agreement.

            (a) Company paid medical insurance coverage. The Company shall pay
        the portion of the insurance policy premium that corresponds to
        Employee, and Employee shall pay that portion of the premium that
        corresponds to his dependents. The insurance coverage provided to
        Employee shall be no less favorable to Employee and his family, than the
        insurance coverage provided by the Company to any other employee, agent,
        officer or similar operative of the Company or that which is in effect
        on the Effective Date; and

        6.2 Other Benefits. The Company plans to maintain employee benefit plans
and arrangements. Employee shall be entitled to and may elect to participate in,
or receive benefits equivalent to, any plans or arrangements instituted 
subsequent hereto by the Company for its officers (including without limitation 
each pension and retirement plan and arrangement, stock option plan, life 
insurance and health-and-accident plan and arrangement, medical insurance plan, 
disability plan, survivor income plan, relocation plan and vacation plan). The 
Company shall not make any changes in such plans or arrangements which would 
adversely affect Employee's rights or benefits thereunder. Nothing paid to 
Employee under any plan or arrangement presently in effect or made available in 
the future shall be deemed to be in lieu of the base salary payable to Employee.

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        6.3 Post Termination Benefits. If Employee's employment is terminated 
for any reason other than Employee's voluntary resignation, the Fringe Benefits 
provided to Employee under this Article 6 shall be continued for a period equal 
to eight (8) months. In addition, Employee shall be reimbursed for all 
reasonable job search and placement costs incurred in securing new employment.

        6.4 Vacations. Employee shall be entitled to fifteen (15) vacation days 
in each calendar year, and to compensation for earned but unused vacation days, 
determined in accordance with the Company's vacation plan. Employee shall also 
be entitled to all paid holidays given by the Company to its executives. The 
number of vacation and paid holidays and the policies related thereto available 
to Employee shall be no less favorable to Employee than the vacation and holiday
benefits provided to any other employee, agent of similar operative or those in 
effect on the Effective Date.

        6.5 Service Furnished. The Company shall furnish Employee with office 
space, word processing and computer assistance and such other facilities and 
services as shall be suitable to Employee's position and adequate for the 
performance of his duties as set forth herein.

7. Termination.

        7.1 Events of Termination. This Agreement may only be terminated upon 
the following circumstances:

            (a) Death. The death of Employee;

            (b) Disability. Employee's Disability and election of the Company to
        terminate as set forth in Sections 7.2 and 7.3, respectively;

            (c) Term Expiration. The expiration of the Initial Term or any
        Renewal Term only if the written notice provided for in Section 3.2 has
        been delivered to Employee after the beginning of the Term that is to be
        the last Term and ninety (90) days prior to the expiration of the Term
        for which the notice is to be effective;

            (d) Termination For Cause by the Company. Written notice from the
        Company delivered to Employee that his employment is terminated For
        Cause, as that term is defined below; and

            (e) Termination for Good Reason by Employee. Written notice from
        Employee delivered to the Company that his employment is terminated For
        Good Reason as that term is defined below.

        7.2 Definition of Disability. "Disability" as applied to Employee shall 
be deemed to have occurred whenever Employee has suffered physical or mental 
illness or

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infirmity of such nature, degree or effect as to render Employee substantially 
unable to perform his duties as delineated in Article 2 hereof for a period of 
six (6) consecutive months.

        7.3 Termination in the Event of Disability. In the event of Employee's 
Disability, the Company shall have the right to terminate Employee's employment 
at any time upon sixty (60) days' advance written Notice of Termination to 
Employee, provided however, that Employee may contest the determination of 
Incapacity at any time as, provided in Section 7.4. If Employee contests the 
determination of Disability, his employment shall not terminate until the 
expiration of 60 days following a final determination of Disability. If the 
Company has not elected to terminate Employee's employment after Disability has 
occurred, the Company may appoint another person to temporarily perform the 
duties of Employee, but in such case such appointment shall not constitute a 
termination of Employee's employment nor a breach by the Company of this 

        7.4 Determination of Disability. Employee's physician, at the Company's 
request, shall determine, according to the facts then available to him, whether
Disability has occurred and is continuing. Such determination shall be made in 
good faith and not arbitrarily or unreasonably made. The Board may request the 
opinion of a reputable and qualified physician mutually acceptable to Employee 
and the Company to examine Employee for the purpose of determining whether 
Employee is in fact disabled. The fees of such physician, as well as any other 
expenses related to such physician's examination of Employee, shall be paid by 
the Company. Employee shall be given written notice of the intent of the Company
to make such request and Employee shall be provided with sufficient time to 
respond thereto. In the event Employee's physician and the mutually agreed upon 
physician do no concur, Employee shall have the right to request the appointment
of a mutually agreeable third physician who shall consult with the other two 
physicians and make a final binding determination with respect to Employee's 

        7.5 For Cause. Except for Disability or termination upon expiration of 
the Term, the Company may terminate Employee's employment only "For Cause." For 
purposes of this Agreement, the Company shall have Cause to terminate Employee's
employment only if termination by the Company shall have taken place as a direct
result of: (i) Employee's conviction of a crime which constitutes a felony in 
the jurisdiction involved or (ii) Employee's willful failure or refusal to 
perform his lawful duties as required by this Agreement following written notice
of such failure or refusal, and failure to cure or contest same within sixty 
(60) days of Employee's receipt of notice.

        7.6 Termination by Employee. Employee may terminate his employment 
hereunder for Good Reason.

        For purposes of this Agreement, "Good Reason" shall mean (a) a change in
Control of the Company (as defined below), (b) a failure by the Company to 
comply with any material provision of this Agreement which has not been cured 
within thirty (30) days after written notice of such noncompliance has been 
given by Employee to the

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Company, (c) any purported termination of Employee's employment which is not 
effected pursuant to a Notice of Termination satisfying the requirements of 
paragraph 7.8 hereof (and for purposes of this Agreement no such purported 
termination shall be effective), (d) any act or pattern of acts of hostility 
toward Employee or creation of a hostile work environment, or (e) any time when 
Employee's health is impaired to an extent that makes his continued performance 
of his duties hereunder hazardous to his physical or mental health or his life, 
provided that Employee shall have furnished the Company with a written statement
from a physician to such effect, if requested by the Company.

        7.7 Change of Control. For purposes of this Agreement, a "Change of 
Control," shall be deemed to have occurred if there is any change in legal or 
beneficial share ownership from that reflected on the Effective Date in the 
transfer ledger or other record of share ownership of the Company other than in 
connection with (i) a public offering; or (ii) any change in Share ownership 
which effects less than twenty five percent (25%) of the issued and outstanding 
stock of the Company when aggregated with all prior transfers during the 
immediately preceding twelve (12) month period.

        7.8 Notice of Termination. Any termination of Employee's employment by 
the Company or by Employee shall be communicated by written notice of 
termination to the other party hereto. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific 
termination provision in this Agreement relied upon and shall set forth in 
reasonable detail the facts and circumstances claimed to provided a basis for 
termination of Employee's employment under the provision so indicated.

        7.9 Date of Termination. "Date of Termination" shall mean (i) if 
Employee's employment is terminated by his death, the date of his death, (ii) if
Employee's employment is terminated pursuant to paragraph 7.1(b) above, sixty 
(60) days after Notice of Termination is given (provided that Employee shall not
have returned to the performance of his duties on a full-time basis during such 
sixty (60) day period), (iii) if Employee's employment is terminated pursuant to
paragraph 7.1(c) above, the date specified in the Notice of Termination, and 
(iv) if Employee's employment is terminated for any other reason the date on 
which a Notice of Termination is given.

        7.10 Payment Upon Termination by Company. If Employee's employment shall
be terminated pursuant to Sections 7.1(a), (b), (c), (d), or (e) the Company 
shall pay Employee his base salary through the Date of Termination at the rate 
in effect at the time Notice of Termination is given. Thereafter, compensation 
shall be paid as herein provided. If Employee dies, however, Employee's spouse 
shall receive all compensation, including post termination compensation, due to 

        7.11 Miscellaneous. Employee, however, shall be obligated to mitigate 
damages by seeking employment elsewhere which is within his field of expertise 
and requires a similar level of experience.

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    8. Confidential Information.

        8.1 Employee agrees that he will not, either during the term of this 
Agreement or at any time after the termination thereof, disclose or make 
accessible to any other person (except pursuant to the valid order of a court or
governmental agency), or use for the benefit of himself or any other person, any
Confidential Information as hereinafter defined.

        8.2 "Confidential Information" for the purposes of this Employment 
Agreement means any knowledge of information which is not generally known or 
available relating to the existing or contemplated products, or services, 
equipment, processes and methods, technology, research, engineering or 
developmental work, processes, formulae, inventions, plans, business procedures,
sales methods, customer lists, customer usage and requirements, raw materials 
and the suppliers and costs thereof, and other confidential business information
and data relating to the affairs of the Company or of any other subsidiary or 
division of the Company with which Employee may have an association or 
relationship. Confidential Information shall not, however, include any 
information which (a) has become knows in the industry through no wrongful act 
of Employee; (b) has been rightfully received from a third party without 
restriction and without breach of this Agreement; (c) has been furnished to a 
third party by the Company without a similar restriction on the third party's 
rights; or (d) is in the public domain.

    9. Notices. Any notices and communications required to be given under this 
Employment Agreement shall be in writing and shall be sent by registered or 
certified mail, postage prepaid, or delivered by hand to the parties at the 
addresses set forth below, or at such other addresses as any party may designate
to the others by notice hereunder:

    If to the Company: 201 Park Place, Suite 321, Altamonte Springs, 32701

    If to Employee: 302 Dornoch Court, Winter Springs, FL 32708

    10. Review. Each year in September, the Company and Employee agree to meet 
to review the performance of Employee, Employee's status with the Company and 
the status of the Company.

    11. Good Faith. Except as herein expressly provided to the contrary, 
whenever this Agreement requires any consent or approval to be given by either 
party, or either party must or may exercise discretion, the parties agree that 
such consents or approvals and all actions taken in compliance with or relating 
to this Agreement shall not be unreasonably withheld or delayed and shall be 
reasonable exercised in good faith.

    12. Severability. If any provision or term of this Agreement shall be found 
by any court of competent jurisdiction to be unenforceable, the remaining terms 
and provisions hereof shall remain in full force and effect, as if such 
unenforceable provision or term had never been a part hereof.

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        13. Captions. The headings of paragraphs hereof are used for 
convenience only and shall not affect the meaning or interpretation of the 
contents hereof.

        14. Successors. This Agreement is personal and may not be assigned by 
Employee. This Agreement shall inure to the benefit of and be binding upon the 
Company's successors and assigns. The Company will require any successor 
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Company, by agreement 
and form and substance satisfactory to Employee, to expressly assume and agree 
to perform this Agreement in the same manner and to the same extent that the 
Company would be required to perform it if no succession had taken place. 
Failure of the Company to obtain such agreement prior to such succession shall 
be a breach of this Agreement and shall entitle Employee to compensation in the 
same amount and on the same terms as if he terminated his employment for Good 
Reason. The date on which the succession becomes effective shall be deemed the 
Date of Termination. For purposes of this Agreement "Company" shall mean not 
only the Company as defined herein, but also any successor to its business or 
assets or which otherwise becomes bound under this Agreement by operation of 

        15. Entire Agreement. This Employment Agreement contains the entire 
agreement between the parties hereto with respect to the subject matter hereof. 
This Agreement may not be modified or amended or waived or discharged except in 
writing signed by all parties.

        16. Governing Law. This Agreement is entered into and shall be construed
in accordance with the laws of the State of Florida.

        IN WITNESS WHEREOF, the parties hereto have caused this Employment 
Agreement to be executed as of the day and year first above written.

                                        AXXESS, Inc.

                                        /s/ KEVIN A. LICHTMAN
                                        Kevin A. Lichtman

                                        /s/ JEFFREY ABBOTT
                                        Jeffrey Abbott

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