Employment Agreement - CD Universe Inc. and Charles Beilman
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of 01 October, 1998, by and between
CD UNIVERSE, INC., a Connecticut corporation with principal offices located at
101 North Plains Industrial Road, Wallingford, CT 06492 ("CD" or "Employer"),
and CHARLES BEILMAN, an individual residing in the State of Connecticut and
having a mailing and principal office address of 101 North Plains Industrial
Road, Wallingford, CT 06492 ("Employee").
WHEREAS, Employer desires to employ Employee as set forth herein with
respect to the operations of Employer and/or its affiliates, and such other
operations of Employer as Employer may, in its sole discretion, see fit,
("Beilman Employment"); and
WHEREAS, Employee desires to become employed by Employer in such Beilman
Employment;
WHEREAS, the parties hereto desire to express the terms and conditions of
such employment;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereto agree as follows:
Section 1 Employment. Employer hereby employs Employee in the Beilman
Employment, and Employee hereby accepts the employment upon the terms and
conditions of this Agreement.
Section 2 Term. The term of this Agreement shall commence as of the first day of
the month in which CD shall be acquired by a company where shares are traded in
the public market or in which CD's shares shall be publicly traded and shall
continue until at least three years thereafter unless earlier terminated prior
thereto in accordance with the provisions hereinafter stated. This Agreement may
be extended by mutual written agreement at the end of the period herein set
forth on the same or modified terms.
Section 3 Duties and Responsibilities. Employee shall serve as the Chief
Operating Officer and Chief Technical Officer of CD in such Beilman Employment
and shall render and perform services in such capacity to Employer under the
direction of Brad Greenspan. Employee will report to Brad Greenspan, and shall,
to the best of his ability and experience, competently, loyally, diligently and
conscientiously perform all of the duties and obligations expressly or
implicitly required under this Agreement. Employee further agrees that he will
not in the course of conducting business in the interest of Employer engage in,
or knowingly permit others to carry on or induce others to engage in any
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practice or commit acts in violation of any federal, state or local law or
ordinance.
Section 4 Compensation and Benefits.
4.1 Employer shall pay Employee $135,000 per year, payable no less often
than monthly, in arrears, as gross pay for all services rendered hereunder.
Employee shall be entitled to four weeks of paid vacation time in each year of
employment hereunder. Employee shall be entitled to health insurance selected
and paid for by Employer.
4.2 Employee shall be an employee of Employer for all purposes. Employer
shall withhold amounts from Employee's compensation in accordance with the
requirements of applicable law for federal and state income tax, FICA and other
employment or payroll tax.
Section 5 Expenses. Employee will be reimbursed for travel and other expenses
related to the performance of his duties under this Agreement in accordance with
Employer's policies.
Section 6 Paid Leave Time. Employee shall be entitled to a reasonable number of
days paid time off for personal matters and sick time.
Section 7 Non-Competition.
7.1 As part of the consideration Employee has received and will receive
pursuant to both this Agreement and the Purchase Agreement to which this
document is attached, Employee agrees that for a period of three calendar years,
he will not engage in any business or activity, or directly assist others in
such endeavors, which competes directly with any business in which CD
participates at the time of the execution of this document, or thereafter so
long as Employee remains an Employee or a Director on the Board of Directors of
CD or any company into which CD has been merged.
Section 8 Termination of Employment.
8.1 Termination Without Cause. This Agreement may be terminated by either
party without cause by providing the other party with ten (10) days' advance
notice of such intention to terminate. If such termination occurs, any
obligations of Employer hereunder shall cease on the effective date of
termination.
8.2 Termination for Cause. This Agreement may be terminated by Employer for
cause immediately upon notice to Employee. No
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severance benefits are due to Employee in the event he is terminated for cause.
Employer shall have cause for termination in the event of:
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8.2.1 A default by Employee in the performance of any material provision of
this Agreement, and such default continues for a period of thirty (30) days
after written notice to Employee from Employer stating the specific default,
unless such default is cured to the satisfaction of Employer within such thirty
(30) day period, in which case the notice of termination shall not be effective,
and this Agreement shall not be terminated.
8.2.2 Employee's death or legal incapacity.
8.2.3 The conviction of Employee of any criminal offense involving
dishonesty or breach of trust or any felony or any crime involving moral
turpitude.
8.2.4 The arrest or indictment of Employee for any crime which, whether
convicted thereof or not, causes Employer embarrassment, negative press coverage
or harm to its reputation.
8.2.5 The disability of Employee during his employment under this Agreement
through any illness, injury, accident or condition of either a physical or
psychological nature and, as a result in the opinion of a physician mutually
agreeable to the parties is expected to be unable to perform substantially all
of his duties and responsibilities hereunder for ninety (90) calendar days
during the year following the physician's examination of Employee.
Section 9 Non-Disclosure of Confidential Information.
9.1 Employee acknowledges that during the term of employment with Employer,
he will have access to and become acquainted with Confidential Information of
Employer. Confidential Information means all information related to the present
or planned business of CD or any of CD's current or future affiliates that has
not been released publicly by authorized representatives of CD or such
affiliate(s), and shall include but not be limited to, trade secrets and know-
how, inventions, marketing and sales programs, employee, customer, patient and
supplier information, information from patient medical records, financial data,
pricing information, regulatory approval and reimbursement strategies, data,
operations and clinical manuals.
9.2 Employee agrees not to use or disclose, directly or indirectly, any
Confidential Information of CD or any such affiliates at any time and in any
manner, except as required in the course of his employment with CD or such
affiliate(s) or with the express written authority of CD.
9.3 Employee understands that his non-disclosure obligations are continuing
and survive the termination of
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Employee's employment with CD.
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9.4 All documents and equipment relating to the business of CD or its
affiliates, whether prepared by Employee or otherwise coming into Employee's
possession, are the exclusive property of CD, and must not be removed from the
premises of CD except as required in the course of employment. Any such
documents and equipment must be returned to CD when Employee leaves the
employment of CD and its affiliates.
Section 10 Entire Agreement and Amendments. This Agreement shall constitute the
entire agreement between the parties and supersedes all existing agreements
between them, whether oral or written, with respect to the subject matter hereof
(other than the Purchase Agreement). Any waiver, alteration, or modification of
any of the provisions of this Agreement, or cancellation or replacement of any
part of this Agreement shall be in writing and signed by the party to be charged
therewith.
Section 11 Notices. All notices hereunder shall be in writing and shall be
deemed to be given when sent by certified mail to either party at the address of
such party set forth above or at such other address as shall have been
designated by written notice by such party to the other party.
Section 12 Severability. If any provision of this Agreement is declared invalid
or illegal for any reason whatsoever, then notwithstanding such invalidity or
illegality, the remaining terms and provisions of this Agreement shall remain in
full force and effect in the same manner as if the invalid or illegal provision
had not been contained herein.
Section 13 Governing Law. This Agreement shall be construed in accordance with,
and the rights of the parties shall be governed by, the laws of the State of
California applicable to contracts made and to be performed within the State of
California. It shall be deemed executed in Los Angeles, California, and any
action between the parties hereto based in whole or in part on this Agreement
shall be brought in the Los Angeles County Superior Court.
Section 14 Assignment. No party may assign this Agreement without written
consent of the other, except that Employer may assign this Agreement to a
successor or affiliated corporation or other organization.
Section 15 Counterparts. This Agreement may be executed in more than one
counterpart, and each executed counterpart shall be considered as the original.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by the
undersigned duly authorized person as of the day and year first stated above.
_____________________________
Dated:____________________
Brad Greenspan, on behalf of
CD Universe, Inc., a
Connecticut corporation
_____________________________
Dated:____________________
Charles Beilman, an Individual