1
EXHIBIT 10.3
EMPLOYMENT CONTRACT
THIS CONTRACT is made this day between ▇▇▇▇▇▇ ▇. BIRMINGHAM, hereinafter
referred to as "Employee", and MEDIFORCE, INC., a Florida corporation,
hereinafter referred to as "the Company".
In consideration of the covenants herein contained, and the monies to be
paid hereunder, the parties agree to the following terms and conditions:
1. EMPLOYMENT AND PURPOSE. The Company hereby employs Employee as
Treasurer, Chief Financial Officer and Executive Vice President, and
Employee hereby accepts such employment, on the terms and conditions
described in this Agreement. The Employee's responsibilities, shall be
as Treasurer, Executive Vice President in charge of all financial
matters and shall be the Chief Financial Officer of the Company and
shall have the responsibility for and in charge of all filings required
by regulatory agencies dealing with public corporations and taxation.
During such period, he diligently shall perform such executive and
administrative duties as shall from time to time be assigned to him by
the Board of Directors, and he agrees to give his full-time and
attention and his best efforts to the business and affairs of the
company. Full time is defined as forty (40) hours per week. During such
period, he will act as an officer, if elected to office, without
additional compensation. The above shall not be construed to prevent him
from acting as director or officer of other noncompeting corporations
when such activity does not occupy a substantial part of his business
time.
Employee understands that this Contract is useful and necessary for the
protection of the Company and is a requirement for employment. It
specifies the duties and obligations of each of the parties, and it
provides reasonable safeguarding of the information which will be
entrusted to the Employee. Without a Contract providing for the
safeguarding of such information, the Company would not be able to
continue to conduct its business, because information could not safely
be given to the Employee. The Employee has extensive knowledge and
professional training concerning the work performed by the Company at
the time of the execution of this Contract, and the Employee understands
that this existing knowledge and skill will become mixed with and
enhanced by the knowledge and skill gained during the course of the
employment, and that the terms of this Contract, including the Trade
Secrets Provision (8), Covenant Not to Compete (9) and Trade Secrets
After Termination of Employment Provision (10) are fully binding on the
Employee notwithstanding the existence of previous extensive knowledge
or training.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees that he will at all times,
faithfully, industriously, and to the best of his ability, experience
and talents, perform all of the duties that may be required of and from
him pursuant to the express and implicit terms hereof, to the reasonable
satisfaction of the Company. Such duties shall be rendered in Palm Beach
County, Florida, and at such other place or places as the Company shall
in good faith require or as the interest, needs, or business opportunity
of the Company shall require.
3. TERMS OF EMPLOYMENT. The term of this employment shall be from October
1, 1998, for a period of five (5) years.
2
4. COMPENSATION OF EMPLOYEE.
a. Base Salary. During the term of this Agreement, the Company
shall pay the Employee, and the Employee shall accept from the
Company, in full payment for Employee's services hereunder,
compensation at the rate of ONE HUNDRED TWENTY THOUSAND DOLLARS
($120,000.00) for and during the first year. It shall not be
necessary to execute a new Employment Contract when the rate of
compensation changes, or when the job title changes. The Company
shall reimburse Employee for all necessary expenses incurred by
Employee while traveling pursuant to the Company's directions.
Said annual salary shall be payable in installments of TEN
THOUSAND DOLLARS ($10,000.00) per month, beginning on the 1st
day of October, 1998.
b. Bonus in the amount of Two Percent (2%) of the net profit,
pre-tax, of the Company each year.
C. Health and Disability Insurance. The Company shall provide at
the Company's expense, health care benefits and disability
insurance for Employee and his immediate family members,
consistent with all other insurance for officers and directors
provided by the Company.
5. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS. Anything herein contained
to the contrary notwithstanding, in the event that the Company shall
discontinue operating its business, then this agreement shall terminate
as of the last day of the month in which the Company ceases operations
at such location with the same force and effect as if such last day of
the month were originally set as the termination date hereof.
6. INDEMNIFICATION. The Company will protect and indemnify the Employee
from any and all lawsuits or claims arising out of the Employee's proper
performance of his duties for the Company.
7. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall make available
to the Company all information concerning the business of the Company,
of which the Employee shall have any knowledge and shall make all
suggestions and recommendations that will be of mutual benefit to the
Company and the Employee.
8. TRADE SECRETS. Employee shall not at any time or in any manner, either
directly or indirectly, divulge, disclose or communicate to any person,
firm or corporation, in any manner whatsoever, any information
concerning any matters affecting or relating to the business of the
Company, including, without limiting the generality of the foregoing,
its manner of operation, its plans, processes, or other data, without
regard to whether all of the foregoing matters will be deemed
confidential, material or important, the parties hereto stipulate that
as between them the same are important, material and confidential and
gravely affect the effective and successful conduct of the business of
the Company, and the Company's good will, and that any breach of the
terms of this Paragraph shall be a material breach of this agreement.
-2-
3
Further, all of the prohibitive terms and conditions hereinabove recited
for trade secrets of the Company shall also apply in the same way to any
trade secrets of customers of the Company, or trade secrets of other
businesses which the Employee learns through employment under this
agreement.
9. COVENANT NOT TO COMPETE. The Employee shall not, during the term of this
Contract, nor for a period of two (2) years after termination of this
Contract, regardless of who initiated the termination, engage in any
business doing the same or similar kind of business. The term "engaging
in any business doing the same or a similar kind of business as the
Company" shall include becoming an employee of any present or
prospective customer of the Company.
This provision shall be construed to prohibit the Employee from working
for or through any other firm or business or for any other person
engaged in the same type of business or a similar type of business or in
competition with the Company in the same area for the same period.
This Section shall not be operative if the Company has discontinued
business under Paragraph 5.
10. TRADE SECRETS AFTER TERMINATION OF EMPLOYMENT. All of the terms of
Paragraphs 8 and 9 shall remain in full force and effect for a period of
three (3) years after the termination of Employee's employment for any
reason, and during such three (3) year period, Employee shall not make
or permit the making of any public announcement or statement of any kind
that he was formerly employed by or connected with the Company, without
the written permission of the Company. Resumes are an exemption to this
provision.
11. ADDITIONAL COMPENSATION. Employee shall not be entitled to any
additional compensation by reason of any service which he may perform as
the member of any managing committee of the Company, or in the event
that he shall at any time be elected an officer or director of the
Company.
12. EMPLOYEE'S ABILITY TO CONTRACT FOR COMPANY. Notwithstanding anything
herein contained to the contrary, Employee shall have the right to make
any contracts or commitments for or on behalf of the Company with the
express agreement of the Board of Directors.
13. AGREEMENTS OUTSIDE OF CONTRACT. This Contract contains the complete
agreement concerning the employment arrangement between the parties and
shall, as of the effective date hereof, supersede all other agreements
between the parties. The parties stipulate that neither of them has made
any representation with respect to the subject matter of this agreement
or any representations including the execution and delivery hereof,
except such representations are specifically set forth herein and each
of the parties hereto acknowledge that any payments or representations
that may have heretofore been made by either of them to the other are of
no effect and that neither of them has relied thereon in connection with
him or its dealings with the other.
-3-
4
14. MODIFICATION OF CONTRACT. No waiver or modification of this agreement or
of any covenant, condition or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be
offered or received in evidence of any proceeding, arbitration or
litigation between the parties hereto arising out of or affecting this
agreement, or the rights or obligations of the parties hereunder, unless
such waiver or modification is in writing, duly executed as aforesaid,
and the parties further agree that the provisions of this Paragraph may
not be waived except as herein set forth.
15. PAYMENT UPON EMPLOYEE'S DEATH. In the event of the Employee's death
while in the employ of the Company during the term of this agreement,
the Company agrees to pay to the surviving spouse of the Employee an
amount equal to the remaining term of this Agreement payable over its
original period. The Company will undertake to insure its obligation
under this Contract.
16. STOCK OPTIONS. Nothing in this agreement shall be construed as
precluding the Company from granting to the Employee, or the Employee
from receiving, any stock option or as depriving him of the right to
participate in any general profit-sharing, pension, bonus or other
remuneration plan or in a group insurance or similar employee benefit
plan established by the Company in which he would otherwise be entitled
to participate under the terms of such plan.
17. PROFIT SHARING PLAN. The Employee will be entitled to participate in the
Profit Sharing Plan now in force or as it is modified from time to time
according to the eligibility requirements and benefits as set forth in
that Plan.
18. SICK OR PERSONAL DAY POLICY. Each Employee shall be entitled to twelve
(12) days per year for sick or personal days. These days shall accrue,
if unused, toward vacation days or compensation.
19. VACATION. The Employee shall be entitled to four (4) weeks' vacation per
year for each and every year of this employment agreement. The dates of
the vacation shall be as agreed by the Company and the Employee with due
consideration given to the convenience of the Company and the
requirements of the business of the Company. Any unused vacation after
two (2) years from the effective date shall not be available.
20. BUSINESS AUTOMOBILE REIMBURSEMENT. The Company shall provide the total
sum of Eight Hundred Dollars ($800.00) a month toward vehicle expense.
Such expense shall include insurance, fuel, mileage and other operating
expenses. It shall be the responsibility of the Employee to see that the
vehicle is properly serviced, lubricated, inspected, cleaned and to care
for the vehicle in general. The Employee shall maintain insurance on the
automobile in an amount of not less than $100,000 per individual and
$300,000 per occurrence.
21. CELLULAR TELEPHONE ALLOWANCE. The Company shall provide the total sum of
Three Hundred Dollars ($300.00) per month for a cellular telephone. Such
expense shall include
4-
5
the monthly service charges and all roaming charges. It shall be the
responsibility of the Employee to see that the telephone is properly
maintained.
22. BINDING AGREEMENT. This agreement shall enure to the benefit of and be
binding upon the Company, its successors and assigns, and the Employee,
his heirs and personal representatives but the Employee's rights under
this contract are personal to him and shall not be subject to voluntary
or involuntary alienation, assignment or transfer.
23. SEVERABILITY. All agreements and covenants contained herein are
severable, and in the event that any of them, with the exception of
those contained in Paragraphs 1 and 4 hereof, shall be held to be
invalid by any competent Court, this Contract shall be interpreted as if
such invalid agreements or covenants were not contained herein.
24. CHOICE OF LAW. It is the intention of the parties hereto that this
agreement and the performance hereunder and all suits and special
proceedings hereunder shall be construed in accordance with and under
and pursuant to the laws of the State of Florida, and that in any
action, special proceeding or other proceeding that may be brought
arising out of, in connection with, or by reason of this agreement, the
laws of the State of Florida shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to the
jurisdiction in which any action or special proceeding may be
instituted.
25. ATTORNEYS' FEES AND COSTS. In the event of any litigation arising out
of this Contract, the prevailing party shall be entitled to recover all
expenses and costs incurred, including attorneys' fees.
26. VENUE. The venue of any litigation arising out of this Contract shall be
only in Palm Beach County, Florida.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
-5-
6
IN WITNESS WHEREOF, the parties have hereunto executed this Contract on
the dates below indicated.
MEDIFORCE, INC.,
a Florida corporation,
/s/ ▇▇▇▇▇▇ ▇. BIRMINGHAM By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
------------------------------- -------------------------------
▇▇▇▇▇▇ ▇. Birmingham ▇▇▇▇▇▇▇ ▇. ▇▇▇, Director
Dated: 10/9/98 By: /s/ ▇▇▇▇▇▇ ▇. BIRMINGHAM
------------------------- -------------------------------
▇▇▇▇▇▇ ▇. Birmingham, Director
EMPLOYEE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇, Director
ATTEST:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary
Dated: Oct. 9, 1998
----------------------------
(SEAL)
COMPANY
-6-