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EMPLOYMENT CONTRACT FOR ANDREW SMITH
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This agreement is made October 30, 1997, at the City of Fort Lauderdale, County
of Broward, State of Florida, between ADS Advertising Corpora tion d/b/a The
Smith Agency, employer and Andrew Smith, employee.
Employer is engaged in the business of providing marketing and advertising
services, to corporate clients and maintains a business in the City of Fort
Lauderdale, County of Broward , State of Florida.
Employee is willing to be employed by employer, and employer is willing to
employ employee, on the terms, covenants, and conditions set forth in this
agreement.
WHEREAS it is the intent of employer to obtain a full-time em ployee with
integrity and requisite qualifications who has prior working experience with
employer, to continue to act in an executive management function with the
corporation, and it is the intent of Andrew Smith to fulfill the intent of
employer and be compensated for such employment.
In consideration of the mutual covenants and promises of the parties,
employer and employee covenant and agree as follows:
SECTION ONE: Employer does hire and employ employee as President and Chairman of
its entire corporation, and employee does accept and agree to such hiring and
employment. In consideration of the invaluable and sustaining contributions
during the inception, research and development of the company, Andrew Smith
will, in perpetuity, possess the title of founder of the company and its
subsequent holdings. This title is not related to continued employment or any
amount of stock holding retained. Subject to the supervision and pursuant to the
orders, advice, and directions of employer, employee shall direct all phases of
said corporation, subject only to the final direction of employer, and shall
perform such other duties as are customarily performed by one holding such
position in other similar businesses or enterprises as that engaged in by
employer, and shall also additionally render such other and unrelated services
and duties as may be assigned to employee from time to time by employer.
SECTION TWO: Employee agrees to perform, at all times faithfully,
industriously, and to the best of his ability, experience, and talent, all of
the duties that may be required of and from him pursuant to the express and
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implicit terms of this agreement, to the reasonable satisfaction of employer.
Such duties shall be rendered at employer's place of business and at such other
place or places as employer shall in good faith require or as the interests,
needs, business, and opportunities of employer shall require or make advisable.
SECTION THREE: The term of this agreement shall be for a period of five (5)
years, commencing on October , 1997, and terminating on October , 2002, subject,
however, to prior termination as provided below.
SECTION FOUR: Employer shall pay employee and employee agrees to accept from
employer, for employee's services under this agreement, compensation at the
gross rate of ONE HUNDRED THOUSAND ($100,000) DOLLARS per year for serving as
President and CEO. Said compensations shall be paid on a weekly basis and shall
be increased by 10% per year effective the first day of January, 1999, during
the term of this contract. It is expressly understood that employee's
compensation under this agreement may be supplemented by additional stock option
plans from employer. In addition, employer agrees to establish an expense
account from which it will reimburse employee for any and all necessary,
customary, and usual expenses incurred by him on behalf of the employer pursuant
to employer's directions.
SECTION FIVE: Employer shall provide family health insurance as well as dental
insurance to employee with no contribution required from employee.
SECTION SIX: Employer shall provide a company vehicle (1997 Volvo), or the
financial equivalent at employee's option, to employee and provide all
maintenance, insurance, repair and fuel to said vehicle.
SECTION SEVEN: Employer shall provide three (3) weeks annual paid vacation and
one (1) weeks annual paid sick leave to employee. In addition to vacation and
sick days, the employee shall have the following designated holidays: New Year's
Day, Birthday of Martin Luther King, Jr., Lincoln's Birthday, Washington's
Birthday, Good Friday, Memorial Day, July 4th, Labor Day and the following
Friday, and Christmas Day (Note: Should any of the above dates fall on Saturday
or Sunday, the following Monday shall be deemed as a holiday).
SECTION EIGHT: Employer shall compensate employee as a "Perfor mance Incentive
Bonus as follows: Sliding Scale as follows:
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Based upon Net Profit.
From 0 to $149,000 10%
From $150,000 to $299,000 15%
From $300,000 and over 20%
To be paid at the end of the fiscal year (1998).
For a period of 2 years to be reviewed at the end of term,but will not be less
than what was received in years (1) one and (2) two. Andrew Smith has choice of
cash, common stock or any combination of the two.
SECTION NINE: Notwithstanding anything in this agreement to the contrary,
employer has the option to terminate this agreement in the event that during its
term employee shall become permanently disable as the term permanently disabled
is defined below. Such option shall be exercised by employer giving notice to
employee by registered mail The giving of such notice this agreement and the
term of this agreement come to an end on the last day of the month in which the
notice is mailed, with the same force and effect as is that day were originally
set forth as the termination date. For the purposes of the agreement, employee
shall be deemed to have become permanently disabled if, during any year of the
term of this agreement, because of ill health, physical or mental disability, or
for other causes beyond his control, he shall have been continuously unable or
unwilling or have failed to perform his duties under this contract for thirty
(30) consecutive days or if , during any year of the term of this agreement, he
shall have been unable or unwilling or have failed to perform his duties for a
total period of sixty (60) days, either consecutive of not. For the purposes of
this agreement, the term "any year of the term of this agree ment" is defined to
mean any period of twelve (12) calendar months commencing on the eighth day of
October and terminating on the last day of September, of the following year
during the term of this agreement.
SECTION TEN: Employee shall devote all his time, attention, knowledge, and skill
solely and exclusively to the business and interest of employer, and employer
shall be entitled to all of the benefits, emoluments profits, or other issues
arising from or incident to any and all work, services and advice of employee,
and employee expressly agrees that during the term of this agreement he will not
be interested, directly or indirectly, in any form, fashion manner, as partner,
officer, director, stockholder, advisor, employee, or in any other form or
capacity in any other business similar to employer's business or any allied
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trade; provide, however, that nothing shall be deemed to prevent or limit the
right of employee to invest any of his funds in the capital stock or other
securities of any corporation whose stock or securities are publicly owned or
are regularly traded on any public exchange, nor shall anything be deemed to
prevent employee from investing or limit employee's right to invest his funds in
real estate.
SECTION ELEVEN: Employee further specifically agrees that he will not at any
time, in any manner, either directly or indirectly, communicate to any person,
form, or corporation any information of any kind concerning any matters
affecting or relating to the business of employer, including, without limiting
the generality of the foregoing, the names of any of its customers, the prices
it obtains or has obtained or at which it sells or has sold its products, or any
other information of, about, or concerning the business of employer, its manner
of operation, its plans, processes, or other date of any kind, nature, or
description without regard to whether any or all of the foregoing matters would
be deemed confidential, material, or important, the parties stipulating that as
between them, the matters are important material and confidential and gravely
affect the effective and successful conduct of the business of the employer, and
its good-will, and that any breach of the terms of this paragraph is a material
breach of this agreement.
SECTION TWELVE: Anything contained in this agreement to the contrary
notwithstanding, it is understood and agreed that employee shall not have the
right to make any contracts or commitments for or on behalf of employer without
the written consent of employer.
SECTION THIRTEEN: This written agreement contains the sole and entire agreement
between the parties and shall supersede any and all other agreements between the
parties. The parties acknowledge and agree that neither of them has made any
representation with respect to the subject matter of this agreement or any
representations inducing its execution and delivery except such representations
as are specifically set forth in this writing and the parties acknowledge that
they have had the opportunity to have legal counsel of their choice review this
agreement prior to entering into the same.
SECTION FOURTEEN: It is agreed that no waiver or modification of this agreement
or of any covenant, condition, or limitation contained in it shall be valid
unless it is in writing and duly executed by the party to be charged with it,
and that no evidence of any waiver or modification shall be offered or received
in evidence in any proceeding, arbitration, or litigation between the parties
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arising out of or affecting this agreement, or the rights or obligations of any
party under it, unless such waiver or modification is in writing, duly executed
as above. The parties agree that the provisions of this paragraph may not be
waived except by a duly executed writing.
SECTION FIFTEEN: The parties agree that it is their intention and covenant that
this agreement and performance under it and all suits relating to it be
construed in accordance with and under and pursuant to the laws of the State of
Florida, with venue in Broward County.
SECTION SIXTEEN: This agreement shall be binding on and inure to the benefit of
the respective parties and their executors, administrators, heirs, personal
representatives, successors and assigns.
SECTION SEVENTEEN: Severability. Should any portion of this agreement be found
to be unenforceable at law, the remaining provisions of this agreement are to
remain in full force and effect.
NOTICE REQUIREMENTS SENT TO:
By: s/ Andrew Smith / Date: 10/30/97
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By: s/David Bawarsky / Date: 10/30/97
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