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Employment Agreement [Amendment] - AXXESS Inc. and Kevin A. Lichtman

Employment Forms

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                                 AMENDMENT TO
                   EMPLOYMENT AGREEMENT DATED APRIL 1, 1997

This Amendment is entered into November 4, 1998 between AXXESS INC. and Kevin
A. Lichtman ("Employee") as follows:

WHEREAS, the parties have recognized that Employee's Employment Agreement of
April 1, 1997 contains no provisions for compensation and/or benefits in the
event of his involuntary termination prior to the Agreement's termination date,
nor renewal terms, nor for the protection of confidential company information,
all of which is contrary to prudent and customary practice in the employment of
individuals with the level of knowledge, skill, and experience of Employee; and,

WHEREAS, the Board of Directors of the Company (hereinafter "Board") has
determined that it is in the Company's best interests to provide the incentives
and support necessary to promote Employee's continued dedication and commitment
to achieving the Company's goals;

NOW, THEREFORE, in consideration of the services rendered by employee to date
and those to be rendered in the future, and of the mutual promises covenants and
agreements of the parties herein contained and other good and valuable
consideration, receipt of which is acknowledged by both parties, it is hereby
agreed as follows:

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,
or merged) hereby agrees to amend Employee's agreement, and Employee accepts
such amendments, as follows:

2.  Term. The Commencement date of this Agreement is April 1, 1997 (hereinafter
referred to as 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.  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 one hundred eighty (180) days prior to the expiration of the
Term, and said notice should 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.  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 sixteen (16) 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.

5.  Withholding. The Company is or may be required to withhold from the gross
amount of Termination Compensation 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.

6.  Post Termination Benefits. In the event Employee is terminated pursuant to
Paragraph 7.1 (a),(b),(c) or (e) of this Amendment, all company benefits which
Employee is currently entitled to receive and/or participate in, including the
company's employee stock option plan, medical insurance, key man and personal
life insurance, auto lease, and other such additional benefits and arrangements
shall be continued for a period equal to sixteen months. In addition, employee
shall be reimbursed for all reasonable job search and placement costs incurred
in securing new employment, including up to $5,000 per year of education costs
related thereto.

7.  Other Termination Benefits. 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.

8.  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 Paragraphs 9 and 10 herein, respectively;

    (c) Term Expiration. The expiration of the Initial Term or any Renewal Term
        only if the written notice provided for in Paragraph 3 of this Amendment
        been delivered to the Employee after the beginning of the Term that is
        be the last Term and one hundred eighty (180) 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.

9.  Definition of Disability. "Disability" as applied to Employee shall be
deemed to have occurred whenever Employee has suffered physical or mental
illness or infirmity of such nature, degree or effect as to render Employee
substantially unable to perform his duties as delineated in Paragraph 2 of the
Employment Agreement for a period of twelve (12) consecutive months.

10. 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 Paragraph 11 of this Amendment. 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 Agreement.

11. 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 not 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 Disability.

12. 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
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.

13. Termination by Employee. Employee may at Employee's option, terminate his
employment hereunder for Good Reason.

    For the 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 Company, (c) any purported termination of Employee's
employment which is not effected pursuant to a Notice of Termination satisfying
the requirements of Paragraph 15 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, (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,
or (f) relocation of the Company to a place outside the Orlando, Florida
metropolitan area, or the requirement that Employee render services outside of
the Orlando, Florida metropolitan area.

14. 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 date of this Amendment 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.

15. 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 provide a basis for termination of
Employee's employment under the provision so indicated.

16. 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 8(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 8(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.

17. Payment Upon Termination by Company. If Employee's employment shall be
terminated pursuant to Sections 8 (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

18. Miscellaneous. Termination of employment of Employee shall not terminate
this Agreement. Employee, however, shall not be obligated to mitigate damages by
seeking employment elsewhere.

19. Confidential Information.

    (a) "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 known 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.

    (b) 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.

20. 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: 1929 Wingfield Drive, Longwood, FL. 32779

21. 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
reasonably exercised in good faith.

22. 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.

23. 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

24. Entire Agreement. This Amendment together with the Employment Agreement
dated April 1, 1997 constitutes the entire agreement between the parties. Any
modifications or amendments to this entire agreement must be in writing and
signed by the parties.
In Witness Whereof, the parties have signed this Amendment.


By: The Board of Directors

/s/ Kevin A. Lichtman                         /s/ Kevin A. Lichtman 
---------------------------------             -------------------------------
Kevin A. Lichtman                             Kevin A. Lichtman
/s/ James P. Gagel
James P. Gagel

/s/ Jeffrey A. Grossman
Jeffrey A. Grossman
                             EMPLOYMENT AGREEMENT

    THIS AGREEMENT, made this 1st day of April, 1997 by and among AXXESS, INC.
(the "Employer") a Nevada corporation having its principal place of business at
445 Douglas Avenue, Altamonte Springs, Florida, 32714; and KEVIN A. LICHTMAN
(the "Employee").


    WHEREAS, Employer desires to employ Employee to devote his full time and
attention to the business of Employer and Employee desire to be so employed.

    NOW THEREFORE, it is agreed as follows:

    1.   Employment. Employer agrees to employ Employee and Employee agrees to
         be so employed in the capacity of President and Chairman of the Board.
         Employment shall be for a term of three (3) years commencing April 1,
         1997 and terminating March 30, 2000.

    2.   Services. Employee shall exert his best efforts and devote
         substantially all of his time and attention to the affairs of Employer.
         Employee shall serve in capacity as the Chief Executive Officer of the
         Employer and shall have full authority and responsibility, subject to
         the general direction, approval and control of the Employer and
         Employer's Board of Directors.

    3.   Restrictions During Employment. During the term of Employee's
         employment, he shall devote his entire time and best efforts to the
         affairs and business of Employer. Furthermore, Employee shall not
         during the term of his employment, directly or indirectly, alone or as
         a member of a partnership, or as an officer, director, shareholder or
         employer of any other corporation or entity, be engaged in or concerned
         with any other duties or pursuits that require his personal services.

    4.   Compensation and Other Benefits. During the term of employment pursuant
         to this Agreement, Employer shall pay Employee a gross salary of one
         hundred twenty thousand ($120,000) dollars per annum for the first
         year, one hundred thirty-five thousand ($135,000) dollars per annum
         for the second year and one hundred fifty thousand ($150,000) for the
         final year. In addition to the aforesaid annual wage Employer shall
         provide the following:

         (i)   Employer shall pay for hospitalization and major medical
               coverage, which shall cover Employee and his family.

         (ii)  Employer shall reimburse Employee for all reasonable expenses
               necessarily incurred by him in the performance of his duties upon
               presentation of a voucher indicating the amount and business
    5.   Illness or Incapacity. If Employee shall become incapacitated and
         unable to attend to his duties during the term of this Agreement said
         Employee shall continue to receive his full salary from Employer for a
         period of three (3) months after the commencement of such incapacity.
         Such payment by Employer shall be reduced by any amount paid to
         Employee under any policy of insurance providing disability benefits or
         sickness and accident benefits paid for by Employer.

    6.   Vacation. Employee shall be entitled to three (3) weeks vacation each
    7.   Arbitration. Any controversy or claim arising out of or related to this
         Agreement shall be settled by arbitration in accordance with the rules
         of the American Arbitration Association. Any judgment upon the award
         rendered in such arbitration may be entered in any court of competent

    8.   Waiver, Modification or Cancellation. Any waiver, alteration or
         modification of any of the provisions of this Agreement, or its
         cancellation or replacement, shall not be valid unless in writing and
         signed by the parties.

    9.   Construction. This Agreement shall be governed by the laws of the State
         of Florida.

    10.  Entire Agreement. This Agreement supersedes agreements previously made
         between the parties relating to the subject matter. There are no other
         understandings or agreements.

    11.  Notices and Communications. Any notice, payment, request instruction or
         other document to be delivered in accordance with this Agreement shall
         be deemed sufficiently given if in writing and delivered personally or
         mailed by certified mail, postage prepaid to the parties at the address
         indicated in this Agreement.

    12.  Headings. Headings in this Agreement are for convenience only and shall
         not be used to interpret or construe its provisions.

    13.  Counterparts. This Agreement may be executed into more counterparts,
         each of which shall be deemed an original, but all of which together
         shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have signed this Agreement.

                                     [Signature appears here]
                                     AXXESS, INC.

                                     /s/ KEVIN A. LICHTMAN
                                     KEVIN A. LICHTMAN