{"id":39307,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-legal-club-of-america-corp-and-brett-merl.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-legal-club-of-america-corp-and-brett-merl","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-legal-club-of-america-corp-and-brett-merl.html","title":{"rendered":"Employment Agreement &#8211; Legal Club of America Corp. and Brett Merl"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n      AGREEMENT made effective as of the ___ day of December, 1999, by and\nbetween Legal Club of America Corporation with its principal offices at\n__________________ (the \"Company\") and Brett Merl, an individual residing at\n____________________________, ____________________ (the \"Executive\").\n\n                              PRELIMINARY STATEMENT\n\n      The Company has agreed to employ the Executive and the Executive has\n      agreed to accept such employment, all on the terms set forth herein.\n\n      NOW, THEREFORE, in consideration of the mutual covenants contained herein,\nand other good and valuable considerations, the receipt and adequacy of which\nare hereby conclusively acknowledged, the parties, intending to be legally\nbound, agree as follows:\n\n      1. Term. The Company hereby employs the Executive as Chief Executive\nOfficer of the Company (as used herein, reference to the Company includes its\nsubsidiaries), and the Executive agrees to serve the Company as such, upon the\nterms and conditions hereof. The term of employment hereunder (the \"Term\") shall\ncommence on the date hereof and continue until 36 months' notice of termination\nis given by either party to the other, unless the Term is otherwise terminated\nin accordance with the provisions hereof.\n\n      2. Duties. (a)Executive shall serve as the Company's Chief Executive\nOfficer, and shall be responsible for the Company's overall management,\ndirection and policies, subject only to the directions and supervision of the\nCompany's Board of Directors . The Executive shall also discharge such duties\nand authority as are generally incident to such position, or in such other\nsenior management position as the Company shall determine, provided that such\nother position shall be comparable in authority and responsibility to the\nposition specified above. The Executive will report only to the Company's Board\nof Directors. The Executive will hold such senior offices and\/or such\ndirectorships in the Company and\/or any subsidiaries or affiliates of the\nCompany to which, from time to time, he may be elected or appointed. The\nExecutive shall serve as a Director of the Company during the entire Term of\nthis Agreement.\n\n            (b) The Executive agrees that he will devote substantially all of\nhis time and attention to the affairs of the Company and use his best efforts to\npromote the business and interests of the Company and that he will not engage,\ndirectly or indirectly, in any other business or occupation during the term of\nemployment. It is understood, however, that the foregoing will not prohibit the\nExecutive from engaging in personal investment activities for himself and his\nfamily which do not interfere with the performance of his duties hereunder.\n\n      3. Compensation. The Company will pay the Executive for all services to be\nrendered by the Executive hereunder (including, without limitation, all services\nto be rendered by him as an officer and\/or director of the Company and its\nsubsidiaries and affiliates):\n\n      (a)   A salary (\"Base Annual Pay\") of $225,000, payable in installments in\n            accordance with customary payroll practices for senior executives of\n            the Company.\n\n\n      (b)   Bonus compensation for each fiscal year of the Company, based on\n            Executive's performance and the overall performance of the Company,\n            either on an \"ad hoc\" basis or pursuant to a bonus plan or\n            arrangement as may be established at the Company's discretion for\n            senior executives of the Company.\n\n      Nothing contained herein shall prohibit the Board of Directors of the\nCompany, in its sole discretion, from increasing the compensation payable to the\nExecutive pursuant to this Agreement. The Base Annual Pay shall be reviewed for\npotential increase on an annual basis, on each anniversary of the date of this\nAgreement, and the minimum annual increase in Base Annual Pay shall be 20% over\nthe Base Annual Pay then in effect.\n\n      4. Expenses. The Executive shall be entitled to reimbursement by the\nCompany, in accordance with the Company's policies then applicable to senior\nexecutives at the Executive's level, against appropriate vouchers or other\nreceipts for authorized travel, entertainment and other business expenses\nreasonably incurred by him in the performance of his duties hereunder. Without\nlimiting the generality of the foregoing, the Company will pay or reimburse the\nExecutive for the use of a pager and for his business use of a cellular\ntelephone.\n\n      5. Executive Benefits. The Executive shall be entitled to participate in,\nand receive benefits under, any pension, profit sharing, insurance,\nhospitalization, medical, disability, stock purchase, stock option, stock\nownership, vacation or other employee benefit plan, program or policy of the\nCompany which may be in effect at any time during the course of his employment\nby the Company and which shall be generally available to senior executives of\nthe Company occupying positions of comparable status or responsibility, subject\nto the terms of such plans, programs or policies. Notwithstanding the foregoing,\nthe Company may, in its discretion, at any time and from time to time, change or\nrevoke any of its employee benefits plans, programs or policies and Executive\nshall not be deemed, by virtue of this Agreement, to have any vested interest in\nany such plans, programs or policies. The Executive shall also be entitled to\nfour (4) weeks' paid vacation per year. Without limiting the generality of the\nforegoing, the Executive shall be entitled to receive Group Health and Dental\nInsurance coverages for himself and his family at no charge to Executive, and at\nthe Executive's option, the Company will pay the amount of the Company's premium\nfor these coverages to the Executive, in lieu of providing such coverage,\n\n      6. Withholding. All payments required to be made by the Company hereunder\nto the Executive shall be subject to the withholding of such amounts relating to\ntaxes and other governmental assessments as the Company may reasonably determine\nit should withhold pursuant to any applicable law, rule or regulation.\n\n      7. Death; Permanent Disability. Upon the death of the Executive during the\nterm of this Agreement, this Agreement shall terminate. If during the term of\nthis Agreement the Executive fails because of illness or other incapacity to\nperform the services required to be performed by him hereunder for any\nconsecutive period of more than 90 days, or for shorter periods aggregating more\nthan 120 days in any consecutive twelve-month period (any such illness or\nincapacity being hereinafter referred to as \"permanent disability\"), then the\nCompany, in its discretion, may at any time thereafter terminate this Agreement\nupon not less than 10 days' written notice thereof to the Executive, and this\nAgreement shall terminate and come to an end upon the date set forth in said\nnotice as if said date were the termination date of this Agreement; provided,\nhowever, that no such termination shall be effective if prior to the date when\nsuch notice is given, the Executive's illness or incapacity shall have\nterminated and he shall be physically and mentally able to perform the services\nrequired hereunder and shall have taken up and be performing such duties.\n\n      If the Executive's employment shall be terminated by reason of his death\nor permanent disability, the Executive or his estate, as the case may be, shall\nbe entitled to receive (i) any earned and unpaid salary accrued through the date\nof termination, (ii) a pro rata portion of any annual bonus which the Executive\nwould otherwise have been entitled to receive pursuant to any bonus plan or\narrangement for senior executives of the Company (such pro rata portion to be\npayable at the time such annual bonus would otherwise have been payable to the\nExecutive) , (iii) six months' continuation of Base Annual Pay and benefits as a\ndeath benefit or disability termination benefit and (iv) subject to the terms\nthereof, any benefits which may be due to the Executive on the date of\ntermination under the provisions of any employee benefit plan, program or\npolicy.\n\n                                      -2-\n\n\n      8. Termination \n\n      (a)   For Cause. The Company may at any time during the term of this\n            Agreement, by written notice, terminate the employment of the\n            Executive for cause, the cause to be specified in the notice. For\n            purposes of this Agreement, \"cause\" shall mean (i) any wilfull or\n            intentional misconduct that is intended to cause, and has the effect\n            of causing, material injury to the Company; (ii) the Executive's\n            material breach or default under this Agreement that continues\n            uncured for a period of 30 days after the Executive receives notice\n            thereof from the Company; or (iii) the Executive's conviction of a\n            felony. A determination of whether cause for termination exists can\n            only be made at a meeting of the Board of which the Executive\n            receives prior notice and at which the Executive receives an\n            opportunity to address the Board on the issue. Termination for cause\n            shall be effective upon the giving of such notice and the Executive\n            shall be entitled to receive (i) any earned and unpaid salary\n            accrued through the date of termination and (ii) subject to the\n            terms thereof, any benefits which may be due to the Executive on\n            such date under the provisions of any employee benefit plan, program\n            or policy. The Executive hereby disclaims any right to receive a pro\n            rata portion of any annual bonus with respect to the fiscal year in\n            which such termination occurs.\n\n      (b)   Without Cause. The Company may terminate the Term at any time, upon\n            at least 36 months' notice to Executive, without Cause, provided\n            that in such event that the Company either pay the Executive all the\n            compensation and benefits to which he is entitled during the\n            succeeding 36 months (including without limitation annual increases\n            in Base Annual Pay) or shall pay the Executive in a lump sum the\n            amounts of compensation that it would be required to pay Executive\n            over such 36 months, and terminate the Term effective upon such\n            payments, in which event the Executive shall also be entitled to\n            receive (i) any additional earned and unpaid compensation accrued\n            hereunder through the date of termination, (ii) subject to the terms\n            thereof, any benefits which may be due to the Executive on such date\n            under the provisions of any employee benefit plan, program or\n            policy; (iii) continuation of health and dental coverages for 12\n            months following such termination, and (iv) a pro rata portion of\n            any annual bonus with respect to the fiscal year in which such\n            termination occurs. In the event of a Change in Control, as defined\n            below, the Executive may, within 180 days of the effective date of\n            such Change in Control, terminate the term of this Agreement, with\n            the effects as stated in Subsection c, below.\n\n      (c)   Parachute payment If the Executive's employment is terminated due to\n            (i) the occurrence of a Change of Control of the Company; or (ii)\n            the termination by the Executive of his employment with the Company\n            for \"Good Reason\" (as defined below) as a result of the Company's\n            material breach hereof, then in any such event (an \"Event of\n            Termination\"), then (A) the Company shall pay to the Executive in a\n            lump sum payment (a \"Parachute Payment\") on the effective date of\n            the termination of the Executive's's Employment (the \"Termination\n            Date\") an amount equal to the sum of three times the Executive's\n            annualized includible compensation for the base period, as such may\n            be defined inss.280G of the Internal Revenue code of 1986, as\n            amended (or the regulations promulgated thereunder) (the \"Code\")\n            minus one dollar (it being the intent of this provision that the\n            Executive receive the maximum compensation payable under the Code in\n            such circumstances that is deductible to the Company and which doe\n            not trigger the excise tax contemplated by the Code for excess\n            parachute payments); and (B) the Company shall maintain in full\n            force and effect, at the Company's sole expense (pursuant to waiver\n            of COBRA premiums or otherwise) and for the Executive's continued\n            benefit until one year after the Termination Date all life\n            insurance, medical, health and accident, and disability plans and\n            similar arrangements in which the Executive was entitled to\n            participate immediately prior to the Event of Termination. In the\n            event that the Executive's participation in any such plan or program\n            is barred by the plans or programs, the Company shall arrange to\n            provide the Executive with benefits, at the Company's sole expense,\n            substantially similar to those to which the executive is entitled\n            under such plans and programs. As used herein, \"Good Reason\" for the\n            Executive to terminate the Term of employment shall mean any one or\n\n                                      -3-\n\n\n            more of the following: (a) the occurrence of a Change in Control,\n            (b) the Company's breach or default under this Agreement, (c) the\n            Company's requiring the Executive to relocate without his prior\n            consent out of a 50 mile radius from the Company's present executive\n            offices, or (d) the Company requiring the Executive to change in any\n            material adverse way, his job description, reporting, or duties. The\n            Executive shall not be required to mitigate the amount of any\n            payment provided for in this Agreement by seeking other employment\n            or otherwise, nor shall the amount of any payment provided for in\n            this Section be reduced by any compensation earned by the Executive\n            as a result of employment by another employer after the Termination\n            Date or otherwise; however, the Executive shall have the right (but\n            not the obligation) to voluntarily reduce the consideration payable\n            to him upon a Change in Control, in any manner the Executive may\n            elect by written notice to the Company.\n\n      9. Insurance. The Executive agrees that the Company may procure insurance\non the life of the Executive, in such amounts as the Company may in its\ndiscretion determine, and with the Company named as the beneficiary under the\npolicy or policies.\n\n      10. Non-Competition; Solicitation.\n\n            (a) The Executive acknowledges and recognizes that the highly\ncompetitive nature of the Company's business and that the goodwill and patronage\nof the Company's customers and network of attorneys constitute a substantial\nasset of the Company, having been acquired through considerable time, effort and\nmoney. Accordingly, the Executive agrees that during his employment with the\nCompany and for a period of 1 year after Executive leaves the Company's employ\nfor any reason, he shall not, without the written consent of the Company,\ndirectly or indirectly, either individually or as an employee, agent, partner,\nshareholder, consultant, option holder, lender of money, guarantor or in any\nother capacity, participate in, engage in or have a financial interest or\nmanagement position or other interest in any business, firm, company or other\nentity if it competes with any business operation conducted by the Company or\nits subsidiaries or affiliates or any successor or assign thereof, nor will he\nsolicit any other person to engage in any of the foregoing activities, in each\ncase within the United States of America, its possessions and territories. The\nExecutive acknowledges that the Company's business includes a nationwide network\nof attorneys and a national customer base, and therefore agrees that such the\nscope of this restriction is appropriate and necessary to protect the Company's\nlegitimate business interests. Participation in the management of any business\noperation other than in connection with the management of a business operation\nwhich is in direct competition with the Company or its subsidiaries or\naffiliates or any successor or assign thereof shall not be deemed to be a breach\nof this Section 10(a). The foregoing provisions of this Section 10(a) shall not\nprohibit the ownership by the Executive (as the result of open market purchase)\nof 5% or less of any class of capital stock of a Company which is regularly\ntraded on a national securities exchange or over-the-counter on the NASDAQ\nSystem.\n\n            (b) The Executive will not at any time during his employment with\nthe Company and for a period of 1 year after Executive leaves the Company's\nemploy for any reason, solicit or assist or encourage the solicitation of) any\nemployee of the Company or any of its subsidiaries or affiliates to work for\nExecutive or for any business, firm, Company or other entity in which the\nExecutive, directly or indirectly, in any capacity described in Section 10(a)\nhereof, participates or engages (or expects to participate or engage) or has (or\nexpects to have) a financial interest or management position.\n\n            (c) The Executive shall not at any time during his employment and\nfor a period of 1 years after any termination thereof, directly or indirectly\ncompete with the Company by soliciting, inducing or influencing any of the\ncustomers or attorneys of the Company or its attorney network to discontinue or\nreduce the extent of such relationship with the Company, or commence or expand\nany such relationship with any competitor of the Company.\n\n            (d) If any of the covenants contained in this Section 10 or any part\nthereof, is held by a court of competent jurisdiction to be unenforceable\nbecause of the duration of such provision, the activity limited by or the\nsubject of such provision and\/or the area covered thereby, then the court making\nsuch determination shall construe such restriction so as to thereafter be\nlimited or reduced to be enforceable to the greatest extent permissible by\napplicable law.\n\n                                      -4-\n\n\n      11. Confidential Information, Etc. The Executive agrees that he shall not,\nduring or after the termination of this Agreement, divulge, furnish or make\naccessible to any person, firm, Company or other business entity, any\ninformation, trade secrets, technical data or know-how relating to the business,\nbusiness practices, methods, products, processes, equipment, clients' prices,\nlists of customers or marketing agents of the Company, terms of marketing\narrangements or the attorney network list, or other confidential or secret\naspect of the business of the Company and\/or any subsidiary or affiliate, except\nas may be required in good faith in the course of his employment with the\nCompany or by law, without the prior written consent of the Company, unless such\ninformation shall become public knowledge or becomes available from independent\nsources, in each case other than by reason of Executive's breach of the\nprovisions hereof.\n\n      12. Acceptance by Parties. Each of the Executive and the Company accepts\nall of the terms and provisions of this Agreement and agrees to perform all of\nthe covenants on his or its part to be performed hereunder.\n\n      13. Equitable Remedies. The Executive acknowledges that he has been\nemployed for his unique talents and that his leaving the employ of the Company\nwould seriously hamper the business of the Company and that the Company will\nsuffer irreparable damage if any provisions of Sections 10 or 11 hereof are not\nperformed strictly in accordance with their terms or are otherwise breached. The\nExecutive hereby expressly agrees that the Company shall be entitled as a matter\nof right to injunctive or other equitable relief, in addition to all other\nremedies permitted by law, to prevent a breach or violation by the Executive and\nto secure enforcement of the provisions of Sections 10 or 11 hereof. Resort to\nsuch equitable relief, however, shall not constitute a waiver or any other\nrights or remedies which the Company may have.\n\n      14. Entire Agreement. This Agreement memorializes, encompasses and\nsupersedes the parties understandings and agreement relative to the Executive's\nacceptance of employment hereunder, and constitutes the entire agreement between\nthe parties hereto and there are no other terms other than those contained\nherein. No variation or modification hereof shall be deemed valid unless in\nwriting and signed by the parties hereto and no discharge of the terms hereof\nshall be deemed valid unless by full performance of the parties hereto or by a\nwriting signed by the parties hereto. No waiver by the Company or any breach by\nthe Executive of any provision or condition of this Agreement by him to be\nperformed shall be deemed a waiver of a breach of a similar or dissimilar\nprovision or condition at the same time or any prior or subsequent time.\n\n      15. Severability. In case any provision in this Agreement shall be\ndeclared invalid, illegal or unenforceable by any court of competent\njurisdiction, the validity and enforceability of the remaining provisions shall\nnot in any way be affected or impaired thereby.\n\n      16. Notices. All notices, requests, demands and other communications\nprovided for by this Agreement shall be in writing and shall be deemed to have\nbeen given at the time when mailed in the United States enclosed in a registered\nor certified post-paid envelope, return receipt requested, and addressed to the\naddresses of the respective parties stated below or to such changed addresses as\nsuch parties may fix by notice:\n\n                  To the Company:\n\n                  To the Executive:\n\n\nprovided, however, that any notice of change of address shall be effective only\nupon receipt.\n\n      17. Successors and Assigns. This Agreement is personal in its nature and\nneither of the parties hereto shall, without the consent of the other, assign or\ntransfer this Agreement or any rights or obligations hereunder (except for an\nassignment or transfer by the Company to a successor as contemplated by the\nfollowing proviso); provided, however, that the provisions hereof (including but\nnot limited to the non-compete and confidentiality provisions hereof) shall\ninure to the benefit of, and be binding upon, any successor of the Company,\nwhether by merger, consolidation, transfer of all or substantially all of the\nassets of the Company, or otherwise, and upon the Executive, his heirs,\nexecutors, administrators and legal representatives.\n\n                                      -5-\n\n\n      18. Governing Law. This Agreement and its validity, construction and\nperformance shall be governed in all respects by the internal laws of the State\nof Florida, without giving effect to any principles of conflict of laws.\n\n      19. Headings. The headings in this Agreement are for convenience of\nreference only and shall not control or affect the meaning or construction of\nthis Agreement.\n\n      20. Arbitration. Except as otherwise provided in this Agreement, any\ndispute arising out of or in connection with this Agreement or the employment of\nthe Executive by the Company shall be resolved by binding arbitration in Miami,\nFlorida, in accordance with the American Arbitration Association's rules and\nprocedures then in effect and applicable to employment disputes. In any such\narbitration proceedings, the arbitrators shall have the right to order such\ndocument production, exchange of exhibits, interviews of witnesses and other\ndiscovery matters as they determine to be appropriate. The fees and expenses of\nthe arbitration, including but not limited to legal fees and arbitrator's fees,\nshall be borne as the arbitrators may determine to be appropriate. A judgment on\nthe arbitration award may be entered in any court of competent subject matter\njurisdiction in Miami-Dade County. In the event that a party hereto seeks an\ninjunctive or equitable remedy, then a proceeding therefor may be commenced and\nmaintained in such a Court in Miami-Dade County. The parties consent and waive\nall objection to such jurisdiction.\n\n      21. Highest Level. The Company agrees that the compensation and benefits\npayable to Executive hereunder shall be at the highest level offered to any\nemployee of the Company.\n\n      IN WITNESS WHEREOF, the parties hereto have hereunder set their hands and\nseals the day and year first above written.\n\n                   LEGAL CLUB OF AMERICA CORPORATION\n\n\n\n                   By: \/s\/ A. CLINTON ALLEN\n                   ---------------------------------------\n                   (Title) DIRECTOR\n\n\n\n                   Executive\n\n                   \/s\/ BRETT MERL\n                   ---------------------------------------\n                   Brett Merl, Chairman and CEO\n\n\n                                      -6-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8036],"corporate_contracts_industries":[9504],"corporate_contracts_types":[9539,9544],"class_list":["post-39307","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legal-club-of-america-corp","corporate_contracts_industries-services__legal","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39307","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39307"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39307"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39307"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39307"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}