Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made and entered into this _____day of Nov 1st, 1993, by and between L.I.M.S. (USA) INC.,a Florida corporation (hereinafter called “Company”) and DINU TOIBA(hereinafter called “Employee”).
W I T N E S S E TH:
WHEREAS, the parties desire to execute an agreement to containthe terms of the employment of the Employee by the Company;
NOW, THEREFORE, in consideration of the sum of Ten Dollars($10.00) and other good and valuable consideration to each party in hand paid by the other, receipt whereof is hereby acknowledged, theparties agree as follows:
1. Employment Term. The Employee has been employed by the Company since November 29, 1990. Beginning January 1, 1991, theEmployee has worked on a full-time basis at the compensation levelsdescribed below. The employment term shall continue untilterminated pursuant to the provisions of this agreement.
2. Compensation. The Company agrees to pay to Employee andEmployee agrees to accept from Company in full payment for the workperformed by him under the terms of this agreement, the monthlysalary of $9,600.00 payable in equal monthly installments, on thelast day of each calendar month. The compensation shall bemodified annually as follows. The salary for calendar year 1993 shall be $9,600.00 per month (the “Base Salary”). Thereafter, thecompensation shall be increased over the Base Salary by a percentage equal to the percentage increase of the Index (hereinafterdefined) from January 1, 1993 to January 1 of the current calendaryear. Irrespective of the Index the compensation shall never be lower than the Base Salary.
“Index” shall mean the index figure for “all items” in thetable entitled “Consumer Price Index, U.S. Average” publishedmonthly by the Bureau of Labor Statistics of the U.S. Department ofLabor. In the event such index is discontinued or unavailable,
Employer and Company shall agree on a comparable substitute index or submit the question to binding arbitration.
Employee shall also receive a family medical insurance packageto be chosen and paid for by the Company, as part of his compensation package.
3. Full-Time Performance. The Employee’s position shall be Vice President of the Company. Employee shall dedicate his full time efforts and energies to the Company and shall execute and engageall of his activities in the area of computer software solelythrough the Company. Employee shall perform such duties as may bedetermined and assigned said Employee from time to time by theofficers and/or Board of Directors of the Company. The Employee shall devote full time and effort to the performance of his dutiesas assigned him by the officers and Board of Directors of theCompany.
4. Termination of Employment. The Company may, at any time,terminate this agreement for good cause, which shall include butnot be limited to:
| (a) | Misfeasance or malfeasance in connection with theemployment provided for herein; |
| (b) | Fraud,embezzlement or other criminal acts; |
| (c) | Active attempts to secure employment or positionswith others prior to resignation or prior to receipt of notice of termination; provided, however,that Employee shall have the right to seek otheremployment or positions for a period of thirty (30)days immediately prior to the expiration of thisagreement; and |
| (d) | Failure tocomply with the provisions of Paragraph4 hereof. |
Notwithstanding the foregoing, this agreement may be terminated by the Company without cause on six months prior written notice.
5. Expense Reimbursement. While Employee is in theCompany’s employ, upon submission of proper proof by the Employee, Company will reimburse him for all reasonable expenditures paid orincurred by him at the request of the Company.
6. Damages. Nothing herein contained shall be construed toprevent the Company or Employee from seeking and recovering fromthe other damages sustained by either or both of them as a resultof his or its breach of this agreement, and if such damages are
legally recoverable, Employee or Company shall also pay the otherfor its or his court costs and reasonable attorneys’ fees necessarily incurred by it or him in recovering such damages.
7. Restrictive Covenants. Employee agrees that upontermination of his employment with Company for any reason, he shallnot directly or indirectly engage in any business, enterprise oremployment, whether as owner, operator, stockholder, director,financial backer, creditor, consultant, partner, agent, employee,or otherwise, involving the manufacture, development or sale ofcomputer software which is competitive to the Company (or toLaboratory Information and Management Systems Ltd., an Israelicorporation which is the parent of the Company, or to L.I.M.S.International BV which is an affiliate of the Company, or to anyother affiliate of the Company) anywhere in the world, for a periodof two (2) years after termination of his employment. Employee hastaken special notice of this provision and deems it reasonable.The Employee further recognizes and acknowledges that it will bedifficult, if not impossible, to compute the amount of loss ordamage to the Company for violation of this restrictive covenant, and, accordingly, the Company is without adequate legal remedy inthe event of the Employee’s breach of the covenant, and shall beentitled to injunctive relief in any court of competent jurisdiction to enforce the provisions of this restrictive covenant.
8. Disclosure of Information. Employee recognizes andacknowledges that the list of names and addresses of Company’scustomers and Company’s sources of leads and its methods ofobtaining new business, the development of the Company’s products,programs, processes, documents, formulae, and its methods ofmarketing, management or of doing business, are valuable, specialand unique assets of Company. Employee agrees that he will not,during or after the term of this agreement, disclose to any person, firm, corporation, association or entity any information concerningthe foregoing.
9. Irreparable Harm - Injunction. Employee recognizes thata violation by him of any of the covenants contained in Sections 8
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and 9 hereof may cause irreparable harm and damage to Company, theamount of which may be almost impossible to ascertain, and for thatreason Employee recognizes that Company may be entitled to aninjunction out of any court of competent jurisdiction restrainingany violation of any or all of the said covenants by Employee, hisemployees, associates, partners, or agents, either directly orindirectly, and such right to injunction may be cumulative to andin addition to whatever other remedies Company may have; provided,however, that Employee shall have reasonable notice and opportunity to defend in any proceedings instituted pursuant to this Section10.
10. Vacation. Employee shall be entitled to an aggregate of 20 paid working days of vacation during each calendar year of the term hereof. Any vacation days not taken during a calendar yearmay be carried forward and applied to the following year.
11. Sick Leave. Employee shall be entitled to an aggregateof 20 paid working days of sick leave during each calendar year ofthe term hereof. Any sick leave days not taken during a calendaryear may be carried forward and applied to the following calendaryear.
12. Severance Pay. Upon the termination of this agreement,the Employee shall be entitled to receive a lump sum severancepayment equal to 150% of his monthly salary immediately prior totermination multiplied by the number of years of employment of theEmployee by the Company since January 1, 1993.
13. Severability. This agreement shall be governed by thelaws of the State of Florida, and the invalidity of any one or more of the words, phrases, sentences, clauses, sections, subparagraphs,or subdivisions contained in this agreement shall not affect the enforceability of the remaining portions of this agreement or anypart thereof, all of which are inserted conditionally on theirbeing valid, in law, and in the event that one or more of the words, phrases, sentences, clauses, sections, subdivisions orsubparagraphs contained herein shall be invalid, this instrumentshall be construed as if such invalid word or words, phrase or
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phrases, sentence or sentences, clause or clauses, section orsections, subdivision or subdivisions, subparagraph or subparagraphs had not been inserted, and if such invalidity shall becaused by the length of time or the size of any area set forth in any part hereof, such period of time or such area, or both, shallbe considered to be reduced to a period or area which would curesuch invalidity.
14. Waiver. Failure to insist upon strict compliance withany of the terms, covenants or conditions hereof shall not bedeemed a waiver of such terms, covenants or conditions, nor shall any waiver or relinquishment of such right or power hereunder, atany time or times, be deemed a waiver or relinquishment of suchright or power at any other time or times.
15. Benefit. Except as otherwise herein expressly provided, this agreement shall inure to the benefit of and be binding uponthe Company, its successors and assigns, including, but not limitedto, any corporation which may acquire all or substantially all ofthe Company’s assets and business, or with which the Company may beconsolidated or merged, and Employee, his heirs, executors,administrators and legal representatives, provided that theemployment obligations of Employee hereunder shall not be delegated.
16. Entire Agreement. This agreement contains the entire agreement between the parties hereto, and the same shall not bemodified or altered except by another written agreement executed byeach of the parties hereto.
17. Notices. Any notice required or permitted to be givenunder this agreement shall be sufficient if in writing, and shallbe deemed served if deposited in the United States Mail, certified,return receipt requested, and addressed as follows:
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| To the Company: | L.I.M.S. (USA), INC. | |
| 20101 N.E. 16th Place | ||
| North Miami, Florida 33179 | ||
| To the Employee: | Dinu Toiba | |
| ___________________________ | ||
| ___________________________ |
18. Captions. The captions of this agreement are inserted for the purpose of convenient reference and in no way define, limit or prescribe the scope or intent of this agreement.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.
| Witnessee: | L.I.M.S. (USA), INC., a Florida corporation | ||
/s/ | By: | /s/ | |
| As to “Company” | “Company” | ||
| Witnesses: | |||
/s/ | /s/Dinu Toiba | ||
| As to “Employee” | Dinu Toiba “Employee” |