EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into as of the 1st day of
September, 1999 (the "Effective Date") by and between John Wilkens (the
"Employee") and Hospitality Worldwide Services, Inc., a corporation organized
and existing under the laws of New York (the "Company").
RECITALS
A. The Company desires to engage the Employee to serve as an Executive
and Financial Officer; and
B. The Employee desires to be employed by the Company in such capacity
and to assume the duties and responsibilities set forth in this Agreement; and
C. The Company and the Employee have agreed on the terms and conditions
of such employment, and wish to reduce their agreement to writing herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, and the mutual
promises set forth below, the parties hereto agree to as follows:
1. Employment. Subject to the terms and conditions set forth in this
Agreement, the Company hereby employs the Employee as an Executive and Financial
Officer and the Employee hereby accepts such employment and agrees to perform
the duties and to accept the responsibilities described herein. The Employee
shall at all times carry out his duties hereunder diligently, honestly, in good
faith, in accordance with all applicable laws, and with due regard to his
fiduciary duties to the Company and its shareholders. The Company shall, in
connection with the Employee's employment, comply with all applicable federal
and state laws preventing discrimination against any employee because of race,
color, religion, sex, national origin, age, handicap, or veteran status.
2. Duties and Responsibilities.
(a) The Employee shall perform all the duties and accept all the
responsibilities incidental to the position of Executive and Financial Officer
of the Company, including those that may be assigned to him by the President and
Board of Directors of the Company. The Employee shall devote his best efforts
and his full working time to perform his duties and shall use his best efforts
to promote the business interests of the Company. The Employee shall not work
either on a part-time or independent contractor basis for any other business or
enterprise during the term of this Agreement without the prior written consent
of the Board of Directors.
The Employee shall at all times perform his duties in a manner that is in the
best interests of the Company.
(b) The Employee's principal place of work shall be the Company's
officer in Coral Gables, Florida. The Employee shall undertake such
business-related travel as is necessary for the fulfillment of his duties and
responsibilities hereunder.
3. Compensation.
(a) In consideration of the services to be rendered by the Employee
hereunder, the Company shall pay to the Employee an annual salary (the "Salary")
of $184,000. The Salary shall be payable in equal installments on a periodic
basis consistent with the Company's practice for payment of salaries to its
other executive employees.
(b) The Salary shall be increased on each anniversary of the Effective
Date by an amount equal to the percentage increase, during the twelve-month
period preceding such anniversary date, in the Consumer Price Index for All
Urban Consumers.
4. Expenses. The Company, in accordance with such rules and practices
as it may establish, shall pay or reimburse the Employee for all reasonable and
necessary business expenses incurred in connection with the performance by the
Employee of his duties under this Agreement.
5. Benefits and Other Payments.
(a) (i) The Employee shall receive all employee benefits,
including, but not limited to, health care, provided by the Company to its other
executive employees. The Employee shall be entitled to (A) four weeks paid
vacation per year, and (B) sick leave in accordance with the policies
established by the Company applicable generally to its other executive
employees.
(ii) The Company shall purchase and maintain in force
during the term of this Agreement a contract of term life insurance on the life
of the Employee with a death benefit of $500,000.00. The Employee shall have the
right to designate the beneficiary.
(b) (i) (A) The Company will pay directly or reimburse the
Employee the reasonable expenses incurred by him in moving from the New York
City area to the South Florida area, including transportation expenses for the
Employee and his family and moving family household items.
(B) The payments and reimbursements contemplated at
section 5(b)(i)(A) above shall be made only presentation to the Company of
receipts, invoices, bills or other documents reasonably satisfactory to the
Company.
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(ii) The Company shall make a one-time payment to the
Employee of $25,000.00 to compensate him for the costs, direct and indirect, of
moving to South Florida that are not paid or reimbursed under section 5(b)(i)
above. The Employee shall not be required to account to the Company for the
payment contemplated by this section 5(b)(ii).
(d) (i) If prior to termination of this Agreement, there
should be a "Change of Control", as defined in section 5(d)(ii) below, and
thereafter (A) this Agreement should be terminated by the Company for any reason
other than Just Cause or (B) the Employee is placed in any position of lesser
stature than that of Executive and Financial Officer of the Company; is assigned
duties inconsistent with Executive and Financial Officer or duties which, if
performed, would result in a significant change in the nature or scope of
powers, authority, functions or duties inherent in such position on the date
hereof; is assigned performance requirements or working conditions which are at
variance with the performance requirements and working conditions in effect
immediately prior to the Change of Control; or is accorded treatment on a
general basis that is in derogation of his status as Executive and Financial
Officer; (C) the Company breaches its duties under sections 3 or 5 of this
Agreement; or (D) the Company requires the Employee to perform his principal
duties for the Company outside South Florida or such other area at which the
Employee performed his duties immediately prior to the Change of Control; then
the Employee may terminate this Agreement and upon such termination, the Company
will pay to Employee, as liquidated damages, a lump sum cash payment equal to
two times Salary.
(ii) "Change of Control" shall be deemed to have taken
place if (A) any person, including a group, becomes the beneficial owner of
shares of the Company having 50% or more of the total number of votes that may
be cast for the election of Directors of the Company; or (B) there occurs any
cash tender or exchange offer for shares of the Company; merger or other
business combination, sale of assets or contested election, or any combination
of the foregoing transactions, and as a result of or in connection with any such
event persons who were directors of the Company before the event shall cease to
constitute a majority of the Board of Directors of the Company or any successor
to the Company. As used herein, the terms "person" and "beneficial owner" have
the same meaning as such terms under Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations hereunder.
6. Term and Termination.
(a) This Agreement shall become effective as of September 1,
1999 and shall terminate on August 31, 2002.
(b) The Company shall have the right to terminate this
Agreement at any time for "Just Cause" upon written notice to the Employee, and
such termination shall be effective upon delivery of such notice. For purposes
of this Agreement, "Just Cause" shall mean a material breach of this Agreement
by the Employee, any act of dishonesty or fraud committed by Employee (other
than by reason of the death of the Employee), misappropriation of funds of the
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Company, willful and deliberate malfeasance, gross negligence, or any act
substantially impeding the Employee's ability to perform his duties in the best
interests of the Company.
(c) If this Agreement is terminated for Just Cause by the
Company, or is terminated by the Employee prior to the date of expiration of the
term, the Employee shall be entitled to receive any unpaid Salary accrued to the
date of such termination plus any unpaid expense reimbursement.
7. Confidentiality. The Employee shall not, during the period of his
employment hereunder or at any time thereafter, unless specifically authorized
by a resolution of the Board of Directors of the Company, use or disclose to any
person or entity, any confidential or secret information with respect to the
business or affairs of the Company, or any of its affiliates, including any
information concerning customers or prospective customers of the Company or its
affiliates, unless such information becomes generally available to the public
(and only after it becomes so available). The Employee agrees that he will hold
all such information in a fiduciary capacity for the benefit of the Company and
its affiliates and shareholders.
8. Freedom to Contract. The Employee represents and warrants to the
Company that he is not a party to nor is he bound by any agreement or law that
prohibits his execution of this Agreement, his acceptance of employment by the
Company, or his performance of his duties and obligations hereunder. The
Company's obligations hereunder are subject to the condition that the Employee
is not in violation of, nor a party to, any employment or other agreement
restricting his right or ability to be employed by the Company or to serve in
the capacity designated hereby.
9. Arbitration. The parties hereto agree that any controversy or claim
arising out of or relating to this Agreement and Employee's employment hereunder
shall be referred to and finally resolved by arbitration in Miami-Date, Florida
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. The expenses of arbitration shall be
shared equally between the parties. This Section 9 shall not in any way limit
the right of the Company to obtain provisional remedies for violations of
Section 6 or 7 of this Agreement pending the outcome of arbitration proceedings.
10. Notice. All notices, consents, approvals, requests, instructions
and other communications required by or related to this Agreement shall be in
writing and shall be delivered personally or shall be sent by registered or
certified mail, return receipt requested, or by facsimile transmission, to the
receiving party at the following address and communication numbers:
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If to the Company: Hospitality Worldwide Services, Inc.
201 Alhambra Circle
Coral Gables, FL 33134
Attn: Douglas Parker, President
Facsimile: 305-774-3035
Telephone: 305-774-4040
with a copy to: Samuel C. Ullman, Esq.
Steel Hector & Davis LLP
200 South Biscayne Boulevard
Suite 4000
Miami, FL 33131
Facsimile: 305-577-7001
Telephone: 305-577-7080
If to the Employee: John Wilkens
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11. Assignment. Neither party may assign its rights or delegate its
obligations hereunder without the prior written consent of the other party
hereto.
12. Miscellaneous.
(a) Payments by the Employer pursuant to this Agreement shall
be subject to tax withholding as required by law.
(b) This Agreement sets forth the full and complete
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes any prior agreement, oral or written, between the parties
hereto with respect to the subject matter hereof.
(c) This Agreement may be amended or supplemented at any time
only by written instrument executed by the Company and the Employee.
(d) Each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by applicable law. Should any
term or provision of this Agreement be held invalid, illegal or unenforceable,
the remainder of this Agreement, including the application of such term to the
extent not invalid, illegal or unenforceable, shall not be affected thereby, and
this Agreement shall be interpreted as if such term or provision, to the extent
invalid, illegal or unenforceable, did not exist.
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(e) This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida.
(f) No waiver of any provision of this Agreement by either
party hereto shall be effective unless executed in writing or constitute a
waiver of any other provision hereof.
(g) The headings in this Agreement are for convenience of
reference only and shall not be considered as part of this Agreement or limit or
otherwise affect the meaning hereof.
(h) This Agreement may be executed and delivered, including
execution and delivery by facsimile transmission, in counterparts, each of which
shall be deemed an original and both of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first set forth above.
HOSPITALITY WORLDWIDE SERVICES, INC.
By:/s/ Douglas Parker
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Douglas Parker, President
By:/s/ John Wilkens
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John Wilkens
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