THIS AGREEMENT made as of July 1, 2000 by and between Benjamin Callari,
residing at 38 Second Avenue, Atlantic Highlands, NJ 07716 (hereinafter referred
to as the "Employee") and High-Tech Travel Services Corporation,, a New Jersey
Corporation having a principal place of business at 38 Second Avenue, Atlantic
Highlands, NJ 07716 (hereinafter referred to as the "Employer").
WHEREAS the parties hereto have negotiated a mutually satisfactory
arrangement for the employment of the Employee by the Employer;
Now Therefore, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. Employment. The Employer hereby employs the Employee to act as
President and Chief Executive Officer of the Employer and to furnish such other
services consistent with the Employees position as shall reasonably be requested
by the Employer, and the Employee hereby accepts such employment upon the terms
and conditions hereinafter set forth.
2. Term. The term of this Agreement shall be three years commencing on
July 1, 2000 (Start Date) This Agreement will terminate on the third anniversary
of Start Date, unless sooner terminated as provided herein.
3. Compensation.
As base compensation for the services rendered by the
Employee, the Employer agrees to pay the Employee a base salary to be
established from time to time by the Employer's President at an annual rate of
not less than $125,000 until the termination of this Agreement, such basic
salary to be paid to the Employee in equal bi-equal weekly installments of
$4,807.69 each.
4. Duties. The Employee shall provide services as, but not be limited
to the usual services provided as President and Chief Executive Officer of the
Employer. The Employee shall devote himself diligently and full time to the
promotion of the Employer's interest and to the performance of his duties
hereunder. The Employee will use his best efforts to faithfully discharge his
duties to the Employer. During the term hereof and for a period of one year
after the termination of his employment hereunder, the Employee will not be
employed by, retained by or represent in any capacity any other person, firm or
company engaged in business of a similar nature or in competition with the
Employer, without the prior written consent of the Employer.
The power to direct, control and supervise the duties to be performed
by the Employee, the manner of performance and the time for performance shall be
vested in the Board of Directors the Employer provided, however, that the Board
shall not impose employment duties or constraints of any nature which would
require the Employee to infringe any applicable law or rule governing a business
of this nature.
5. Working Facilities. The Employer will furnish the Employee with an
office, technical and secretarial assistance and other facilities and services
suitable to his position and adequate for the performance of his duties.
6. Vacation.
(a) The Employee shall be entitled to all legal Holidays recognized in
the State of New Jersey.
(b) The Employee shall be entitled to four weeks paid vacation during
the course of each 12 months of his employment hereunder.
7. Benefits. The Company will provide the Executive with the right to
participate in and to receive benefits from all present and future welfare
benefit plans, practices, policies and programs (including without limitation,
medical, prescription drugs, dental, disability, salary, continuance, employee
life, group life, accidental death and travel accident insurance plans and
programs) available to comparable executives of the Company; in addition, as he
becomes eligible, the Company will provide the Executive with the right to
participate in all retirement plans, practices and programs, and all similar
benefits, made available generally to comparable executives of the Company. The
amount and extent of benefits to which the Executive is entitled shall be
governed by each specific benefit plan offered by the Company, as it may be
amended from time to time.
8. Expenses. The Company shall promptly reimburse the Executive for
reasonable travel and other business expenses incurred by the Executive in the
performance of his duties hereunder in accordance with the Company's general
policies, as they may be amended from time to time during the course of this
Agreement.
9. Termination of Employment
(a) By Death. The Executive's employment shall terminate automatically
upon his death. The Company shall pay to the Executive's beneficiaries or
estate, as appropriate, the salary and bonus to which he is entitled pursuant to
Section 3 as of the date of his death. After the payments called for in this
section 9(a) are made, the Company's obligations hereunder shall terminate. This
section shall not affect entitlement of the Executive's estate or beneficiaries
to death benefits under any benefit plan of the Company.
(b) By Disability. The Company may terminate the Executive's employment
at any time without notice and without liability if the Executive suffers any
physical or mental disability that renders him totally disabled under the terms
and provisions of any disability plan or program sponsored or maintained by the
Company, or, in the absence of such plan or program, that in the Company's
reasonable judgment would prevent the Executive from performing his duties under
this Agreement with reasonable accommodation for a period of 120 consecutive
days. The Company shall pay the salary and bonus to which the Executive is
entitled pursuant to Section 3 through the date of termination. After the
payments called for in this Section 9(b) are made, the Company's obligations
hereunder shall terminate. This Section shall not affect the Executive's right
to disability insurance proceeds, if applicable.
(c) By Company for Cause. The Company may terminate the Executive's
employment for cause (as defined below) at any time without notice and without
liability. The Company shall pay the Executive the salary and bonus to which he
is entitled pursuant to Section 3 through the date of termination, and
thereafter the Company's obligations hereunder shall terminate. Termination
shall be for cause if:
(i) the Executive commits a material act of dishonesty, fraud,
misrepresentation or other act of moral turpitude;
(ii) the Executive is convicted of any misdemeanor involving
moral turpitude;
(iii) the Executive is convicted of a felony.
(e) Termination Obligations.
(i) The Executive hereby acknowledges and agrees that all
personal property and equipment furnished or prepared by the Employee in the
course of or incident to his employment, belongs to the Company and shall, if
physically returnable, be promptly returned to the Company upon request of the
Company upon termination of his employment. "Personal property" includes,
without limitation, all books, manuals, records, reports, notes, contracts,
lists, blueprints, and other documents, or materials, or copies thereof, and
Proprietary Information (as defined below). Following termination, the Employee
will not retain any written or other tangible material containing any
Proprietary Information.
(ii) Upon termination of his employment, the Employee shall be
deemed to have resigned from all offices and directorships then held with the
Company, and will execute a letter of resignation if requested by the Company.
(f) Post Termination Obligations.
(i) Proprietary Information Defined. "Proprietary Information" is all
information and any idea in whatever form, tangible or intangible, pertaining in
any manner to the business of the Company, or to its clients, consultants, or
business associates, including all tangible property used in the Company's
business, whether owned by the Company as of the date of this Agreement or
developed thereafter, unless: (i) the information is or becomes publicly known
through lawful means; (ii) the information was rightfully in the Employee's
possession or part of his general knowledge prior to his employment by the
Company; or (iii) the information is disclosed to the Employee without
confidential or proprietary restriction by a third party who rightfully
possesses the information (without confidential or proprietary restriction) and
did not learn of it, directly or indirectly, from the Company.
(ii) General Restrictions on Use of Proprietary Information. The
Employee agrees that all Proprietary Information is property of the Company and
he agrees to hold all Proprietary Information in strict confidence and trust for
the sole benefit of the Company and not to, directly or indirectly, disclose,
use, copy, publish, summarize, or remove from Company's premises any Proprietary
Information (or remove from the premises any other property of the Company),
except (i) during his employment to the extent necessary to carry out the
Employee's responsibilities under this Agreement, and (ii) after termination of
his employment as specifically authorized in writing by the Company's President
or its Board.
(iii) Non-Solicitation and Non-Raiding. To forestall the disclosure or
use of Proprietary Information in breach of this agreement, and in consideration
of this Agreement, Employee agrees that for a period of two years after
termination of his employment, he shall not, for himself or any third party,
directly or indirectly (i) divert or attempt to divert from the Company any
business of any kind in which it is engaged, including, without limitation, the
solicitation of its customers as to products which are directly competitive with
products sold by the Company at the time of the Employee's termination, or
interfere with any of its suppliers or customers, or (ii) solicit for employment
by the Company during the period or such person's employment and for a period of
one year after the termination of such person's employment with the Company.
(iii) Non-Compete. For a period of one year following termination, or,
if the Employee is terminated by the Company at will and not for cause, for a
period of one year following the term of this Agreement, the Employee will not
directly or indirectly, whether or not for compensation, and whether or not as
an employee (i) engage in or have any financial interest in any business
competing with the Company, or (ii) solicit or induce on behalf of any business
competing with the business of the Company, any customer of the Company.
10. Entire Agreement. The terms of this Agreement are intended by the
parties to be the final expression of their agreement with respect to the
employment of Employee by the Company and may not be contradicted by evidence of
any prior or contemporaneous agreement. The parties further intend that this
Agreement shall constitute the complete and exclusive statement of their terms
and that no extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceeding involving this Agreement. This
Agreement supersedes any prior agreements, written or oral, between the Company
and the Employee concerning the terms of Employee's employment.
11. Amendments, Waivers. This Agreement may not be modified, amended,
or terminated except by an instrument in writing, signed by the Employee and by
a duly authorized officer of the Company other than Employee. No failure to
exercise and no delay in exercising any right, remedy, or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, or power hereunder preclude any other of further exercise thereof
or the exercise of any other right, remedy, or power provided herein or by law
or in equity.
12. Severability; Enforcement. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement. The captions of this Agreement are not
part of the provisions hereof and shall have not force or effect.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
14. Voluntary Execution. Employee acknowledges (a) that he has
consulted with or has had the opportunity to consult with independent counsel of
his own choice concerning this Agreement and has been advised to do so by the
Company, and (b) that he has read and understands this Agreement, if fully aware
of its legal effect, and has entered into it freely based on his own judgment.
15. Arbitration. Any controversy between the Employee, his heirs or
estate and the Company or any other officer, director, employee of the Company
arising from, related to, or having any connection with this Agreement or with
the Employee's employment by, or their association with, the Company, whether
based on tort, contract, statutory, equitable, or other theories, shall be
resolved by arbitration in accordance with the then-current employment
arbitration rules, if available, or otherwise the commercial arbitration rules
of the American Arbitration Association, and judgment on the award rendered by
the arbitrator may be entered by any court having jurisdiction thereof. The
location of the arbitration shall be the state of New Jersey.
16. Withholdings. The Company may withhold from any amounts payable
under this Agreement such Federal, state, local or foreign taxes as may be
required to be withheld pursuant to any applicable law or regulation.
17. Notice. Any notice required to be given by this Agreement shall be
delivered in hand to the person to whom such notice is addressed or mailed to
such person by certified mail to the following appropriate address:
To Employer:
High-Tech Travel Services Corporation
38 Second Avenue
Atlantic Highlands, NJ 07716
To Employee:
38 Second Avenue
Atlantic Highlands, NJ 07716
18. Assignment. This agreement is for personal services and it may not
be assigned or transferred by the Employee. It shall be binding on and enure to
the benefit of the Employer and its successors and assigns.
In Witness Whereof the parties hereto have caused this Agreement to be
executed, sealed and delivered, in the case of the Employer by its officer
thereunto duly authorized, as of the date first above written.
High-Tech Travel Services Corporation.
By:
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/s/ Benjamin Callari
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Benjamin Callari