Exhibit 10(rr)
EMPLOYMENT AGREEMENT
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AGREEMENT made the 4th day of March, 2002, by and between Access
Worldwide Communications Inc., a Delaware corporation (the "Company"), and Lee
Edelstein (the "Employee").
W I T N E S S E T H
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WHEREAS, the Company wishes to assure itself of the services of the
Employee, and the Employee wishes to serve in the employ of the Company, upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Employment, Term. The Company hereby employs the Employee on the terms
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hereinafter set forth for a period of two (2) years from the date first above
written, unless sooner terminated in accordance with this Employment Agreement
("Agreement").
2. Position, Duties. The Employee shall serve the Company as President of
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the TMS Professional Markets Group subsidiary of the Company. The Employee shall
perform his duties and responsibilities hereunder faithfully and diligently. The
Employee shall devote such time to the performance of his duties and
responsibilities hereunder as will, when added to time spent as an independent
consultant for the Company (if any), total four (4) days per week. The Employee
hereby represents that he is not bound by any confidentiality agreements or
restrictive covenants which restrict or may restrict his ability to perform his
duties hereunder, and agrees that he will not enter into any such agreements or
covenants during the term of his employment hereunder, except such restrictive
covenants or confidentiality agreements which are required by the Company.
3. Compensation.
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3.1 Base Salary. During the term of this Agreement, in consideration
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of the performance by the Employee of the services set forth in Section 2 and
his observance of the other covenants set forth herein, the Company shall pay
the Employee, and the Employee shall accept, a base salary at the rate of
$100,000 per annum, payable in accordance with the standard payroll practices of
the Company. In addition to the base salary payable hereunder, the Employee may
be entitled to receive merit increases in salary during the term hereof in such
amount and at such times as shall be reasonably determined by the CEO or the
Board of Directors of the Company. In no event shall the failure to grant any
such increase (or the amount of any such increase) give rise to a claim by the
Employee under this Agreement.
3.2. Bonus. The Employee shall be eligible to receive an annual bonus,
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in the discretion of the Board of Directors of the Company.
4. Expense Reimbursement. During the term of the Employee's employment by
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the Company pursuant to this Agreement, consistent with the Company's policies
and procedures as may be in effect from time to time, the Company shall
reimburse the Employee for all reasonable and
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necessary out-of-pocket expenses incurred by him in connection with the
performance of his duties hereunder, upon the presentation of proper accounts
therefor in accordance with the Company's policies.
5. Other Benefits. During the term of the Employee's employment by the
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Company pursuant to this Agreement, the Employee shall be entitled to receive
three (3) weeks paid vacation time per annum, and shall receive an automobile
allowance of $800.00 per month. The Employee shall not be covered under the
Company's customary medical benefits plan, having voluntarily opted out of same.
6. Termination of Employment.
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6.1 Death. In the event of the death of the Employee during the term
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of this Agreement, the Company shall pay to the estate or other legal
representative of the Employee the salary provided for in Section 3.1 (at the
annual rate then in effect) accrued to the Employee's date of death and not
theretofore paid, and the estate or other legal representative of the Employee
shall have no further rights under this Agreement.
6.2 Disability. If the Employee shall become incapacitated by reason
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of sickness accident or other physical or mental disability and shall for a
period of thirty (30) consecutive calendar days be unable to perform his normal
duties hereunder, with or without reasonable accommodation, the employment of
the Employee hereunder may be terminated by the Company upon five (5) days prior
written notice to the Employee. Promptly after such termination, the Company
shall pay to the Employee the salary provided for in Section 3.1 (at the annual
rate then in effect) accrued to the date of such termination and not theretofore
paid. Neither the Employee nor the Company shall have any further rights or
obligations under this Agreement, except as provided in Sections 7, 8, and 9.
6.3 Other Termination. The employment of the Employee hereunder may be
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terminated by the Company or the Employee at any time during the term of this
Agreement after thirty (30) days written notice of termination. Promptly after
such termination, the Company shall pay to the Employee the salary provided for
in Section 3.1 (at the annual rate then in effect) accrued to the date of such
termination and not theretofore paid, all expense reimbursements under Section 4
accrued to the date of such termination and not theretofore paid, and all
benefits under Section 5 accrued to the date of such termination and not
theretofore paid. Neither the Employee nor the Company shall have any further
rights or obligations under this Agreement, except as provided in Sections 7, 8,
and 9.
6.4 Vesting of Stock and Options. If the Employee's employment is
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terminated by the Company, all options granted pursuant to the Company's 1997
Stock Option Plan, or any successor thereto, shall become fully vested options.
6.5 Rights to Benefits. Except as otherwise set forth herein, upon
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termination of employment under any provision contained in this Section 6,
rights and benefits of the Employee, her estate or other legal representative
under the employee benefit plans and programs of the Company, if any, will be
determined in accordance with the terms and provisions of such plans and
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programs. Neither the Employee nor the Company shall have any further rights or
obligations under this Agreement, except as provided in Sections 7, 8, and 9.
7. Confidential Information.
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7.1 (a) The Employee shall, during the Employee's employment with the
Company and at all times thereafter, treat all confidential material (as
hereinafter defined) of the Company or any of the Company's subsidiaries,
affiliates or parent entities (the Company and the Company's subsidiaries,
affiliates and parent entities being hereinafter collectively referred to as the
"Company Group") confidentially. The Employee shall not, without the prior
written consent of the CEO of the Company, disclose such confidential material,
directly or indirectly, to any party, who at the time of such disclosure is not
an employee or agent of any member of the Company Group, or remove from the
Company's premises any notes or records relating thereto, copies or facsimiles
thereof (whether made by electronic, electrical, magnetic, optical, laser,
acoustic or other means), or any other property of any member of the Company
Group. The Employee agrees that all confidential material, together with all
notes and records of the Employee relating thereto, and all copies or facsimiles
thereof in possession of the Employee (whether made by the foregoing or other
means) are the exclusive property of the Company.
(b) For the purposes hereof, the term "confidential material"
shall mean all information in any way concerning the activities, business or
affairs of any member of the Company Group or any of the customers of any member
of the Company Group, including, without limitation, information concerning
trade secrets, together with all sales and financial information concerning any
member of the Company Group and any and all information concerning projects in
research and development or marketing plans for any products or projects of the
Company Group, and all information concerning the practices and customers of any
member of the Company Group; provided however, that the term "confidential
material" shall not include information which becomes generally available to the
public other than as a result of a disclosure by the Employee.
7.2 Promptly upon the request of the Company, the Employee shall
deliver to the Company all confidential material relating to any member of the
Company Group in the possession of the Employee without retaining a copy thereof
(provided, however, that the Employee shall be entitled to retain a list of such
confidential material so long as the form of such list is reasonably acceptable
to the Company), unless, in the written opinion of counsel for the Company
delivered to the Employee, either returning such confidential material or
failing to retain a copy thereof would violate any applicable Federal, state,
local or foreign law, in which event such confidential material shall be
returned without retaining any copies thereof as soon as practicable after such
counsel advises in writing to the Employee that the same may be lawfully done.
7.3 In the event that the Employee is required, by oral questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process, to disclose any confidential material
relating to any member of the Company Group, the Employee shall provide the
Company with prompt notice thereof so that the Company may seek an appropriate
protective order and/or waive compliance by the Employee with the provisions
hereof.
8. Intellectual Property.
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8.1 Any and all intellectual property, inventions or software made,
developed or created by the Employee (a) during the term of this Agreement or
(b) within a period of one year after the termination of the Employee's
employment with the Company or any other member or the Company Group, which
reasonably relate to the business conducted by the Company during the term of
the Employee's employment by the Company (each, an "invention"), whether at the
request or suggestion of the Company or otherwise, whether alone or in
conjunction with others, and whether during regular working hours of work or
otherwise, shall be promptly and fully disclosed by the Employee to the CEO of
the Company and/or the Board of Directors of the Company and shall be the
Company's exclusive property as against the Employee, and the Employee shall
promptly deliver to the CEO of the Company and/or the Board of Directors all
papers, drawings, models, data and other material relating to any Invention
made, developed or created by her as aforesaid. In addition, the Employee
covenants and agrees to disclose to the Board of Directors any Invention
developed or created by the Employee during the term of this Agreement which
reasonably relates to the business conducted by the Company during the term of
the Employee's employment by the Company.
8.2 The Employee hereby expressly acknowledges and agrees that an
Invention developed or created by the Employee during the term of this Agreement
which reasonably relates to the business of the Company or any other member of
the Company Group or which reasonably relates to the business conducted by the
Company during the Employee's employment by the Company shall be considered
"works made for hire" within the meaning of the Copyright Act of 1976, as
amended (17 U.S.C. (S) 101). Each such Invention as well as all copies of such
Invention in whatever medium fixed or embodied, shall be owned exclusively by
the Company as of the date of creation.
8.3 The Employee shall, upon the Company's request and without any
payment therefor, execute any documents necessary or advisable in the opinion of
the Company's counsel to direct issuance of patents or copyrights of the Company
with respect to such Invention as are to be in the Company's exclusive property
as against the Employee under this Section 8 or to vest in the Company title to
such inventions as against the Employee, the expense of securing any such patent
or copyright, to be borne by the Company. In addition, the Employee agrees not
to file any patent, copyright or trademark application related to such
Invention.
9. Equitable Relief. In the event of a breach or threatened breach by the
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Employee of any of the provisions of Sections 7 or 8 of this Agreement, the
Employee hereby consents and agrees that the Company shall be entitled to
pre-judgment injunctive relief or similar equitable relief restraining the
Employee from committing or continuing any such breach or threatened breach or
granting specific performance of any act required to be performed by the
Employee under any of such provisions, without the necessity of showing any
actual damage or that money damages would not afford an adequate remedy and
without the necessity of posting a bond or other security. The parties hereto
hereby consent to the jurisdiction of the federal courts located in the Southern
District of Florida and the state courts located in such District for any
proceedings under this Section 9. Nothing herein shall be constructed as
prohibiting the Company from pursuing any other remedies at law or in equity
which it may have.
10. Successors and Assigns.
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10.1 Assignment by the Company. The Company may assign this Agreement
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to any member of the Company Group or Successor to the Company as defined in
10.3, and the Employee hereby consents to such assignment.
10.2 Assignment by the Employee. The Employee may not assign this
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Agreement or any part hereof without the prior written consent of the CEO of the
Company.
10.3 Successor to the Company. This Agreement shall bind any successor
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(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and or/asset of the Company, in the
same manner and to the same extent that the Company would be obligated under
this Agreement if no succession had taken place. In the case of any transaction
in which a successor would not be bound by this Agreement, the Company shall
require such successor expressly and unconditionally to assume and agree to
perform the Company's obligation under this Agreement, in the same manner and to
the same extent that the Company would be required to perform if no such
succession had taken place.
11. Governing Law. This Agreement shall be deemed a contract made under,
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and for all purposes shall be construed in accordance with, the laws of the
State of Florida applicable to contracts to be performed entirely within such
State.
12. Entire Agreement. This Agreement contains all the understandings and
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representations between the parties hereto pertaining to the subject matter
hereof and supersedes, in their entirety, all undertakings and agreements,
whether oral or in writing, if there by any, previously entered into by them
with respect to employment, severance, and any and all other matters set forth
or reasonably contemplated herein.
13. Modification and Amendment; Waiver. The provisions of the Agreement may
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be modified, amended or waived, but only upon the written consent of the party
against whom enforcement of such modification, amendment or waiver shall be
effective only to the extent set forth in such writing. No delay or failure on
the part of any party hereto in exercising any right, power or remedy hereunder
shall effect or operate as a waiver thereof, nor shall any single or partial
exercise thereof or any abandonment or discontinuance of steps to enforce such
right, power, or remedy preclude any further exercise thereof or of any other
right, power or remedy.
14. Notices. Any notices, demands or other communication given in
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connection herewith shall be in writing and be deemed given (i) when personally
delivered, (ii) sent by facsimile transmission to a number provided in writing
by the addressee and a confirmation of the transmission is received by the
sender or (iii) three (3) days after being deposited for delivery with a
recognized overnight courier, such as FedEx, with directions to deliver within
three (3) days, and addressed or sent, as the case may be, to the address or
facsimile number set forth below or to such other address or facsimile number as
such party may designate in accordance herewith:
When the Company is the intended recipient:
Access Worldwide Communications, Inc.
Attention: President and Chief Executive Officer
4950 Communications Avenue
5
Suite 300
Boca Raton, Florida 33431
Facsimile No.: 1-800-464-8599
When the Employee is the intended recipient:
Lee Edelstein
1702 NW 124th Way
Coral Springs, Florida 33071
Facsimile:
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15. Severability. Should any provision of this Agreement be held by a court
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of competent jurisdiction to be enforceable only if modified, such holding shall
not affect the validity of the remainder of this Agreement, the balance of which
shall continue to be binding upon the parties hereto with any such modification
to become a part hereof and treated as though originally set forth in this
Agreement. The parties further agree that any such court is expressly authorized
to modify any such unenforceable provision of this Agreement in lieu of severing
such unenforceable provision this Agreement in its entirety, whether by
rewriting the offending provision, deleting any or all of the offending
provision, adding additional language to this Agreement, or by making such other
modifications as it deems warranted to carry out the intent and agreement of the
parties as embodied herein to the maximum extent permitted by law. The parties
expressly agree that this Agreement as so modified by the court shall be binding
upon and enforceable against each of them. In any event, should one or more of
the provisions of this Agreement be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions hereof, and if such provision or provisions are not
modified as provided above, this Agreement shall be construed as if such
invalid, illegal or unenforceable provisions had never been set forth herein.
16. Survivorship. The respective rights and obligations of the parties
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hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.
EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN:
For the Company For the Employee
By: By:
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President and Chief Executive Officer Lee Edelstein
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