EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of 01 October, 1998, by and between CD UNIVERSE, INC., a Connecticut corporation with principal offices located at 101 North Plains Industrial Road, Wallingford, CT 06492 ("CD" or "Employer"), and CHARLES BEILMAN, an individual residing in the State of Connecticut and having a mailing and principal office address of 101 North Plains Industrial Road, Wallingford, CT 06492 ("Employee"). WHEREAS, Employer desires to employ Employee as set forth herein with respect to the operations of Employer and/or its affiliates, and such other operations of Employer as Employer may, in its sole discretion, see fit, ("Beilman Employment"); and WHEREAS, Employee desires to become employed by Employer in such Beilman Employment; WHEREAS, the parties hereto desire to express the terms and conditions of such employment; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto agree as follows: Section 1 Employment. Employer hereby employs Employee in the Beilman Employment, and Employee hereby accepts the employment upon the terms and conditions of this Agreement. Section 2 Term. The term of this Agreement shall commence as of the first day of the month in which CD shall be acquired by a company where shares are traded in the public market or in which CD's shares shall be publicly traded and shall continue until at least three years thereafter unless earlier terminated prior thereto in accordance with the provisions hereinafter stated. This Agreement may be extended by mutual written agreement at the end of the period herein set forth on the same or modified terms. Section 3 Duties and Responsibilities. Employee shall serve as the Chief Operating Officer and Chief Technical Officer of CD in such Beilman Employment and shall render and perform services in such capacity to Employer under the direction of Brad Greenspan. Employee will report to Brad Greenspan, and shall, to the best of his ability and experience, competently, loyally, diligently and conscientiously perform all of the duties and obligations expressly or implicitly required under this Agreement. Employee further agrees that he will not in the course of conducting business in the interest of Employer engage in, or knowingly permit others to carry on or induce others to engage in any <PAGE> practice or commit acts in violation of any federal, state or local law or ordinance. Section 4 Compensation and Benefits. 4.1 Employer shall pay Employee $135,000 per year, payable no less often than monthly, in arrears, as gross pay for all services rendered hereunder. Employee shall be entitled to four weeks of paid vacation time in each year of employment hereunder. Employee shall be entitled to health insurance selected and paid for by Employer. 4.2 Employee shall be an employee of Employer for all purposes. Employer shall withhold amounts from Employee's compensation in accordance with the requirements of applicable law for federal and state income tax, FICA and other employment or payroll tax. Section 5 Expenses. Employee will be reimbursed for travel and other expenses related to the performance of his duties under this Agreement in accordance with Employer's policies. Section 6 Paid Leave Time. Employee shall be entitled to a reasonable number of days paid time off for personal matters and sick time. Section 7 Non-Competition. 7.1 As part of the consideration Employee has received and will receive pursuant to both this Agreement and the Purchase Agreement to which this document is attached, Employee agrees that for a period of three calendar years, he will not engage in any business or activity, or directly assist others in such endeavors, which competes directly with any business in which CD participates at the time of the execution of this document, or thereafter so long as Employee remains an Employee or a Director on the Board of Directors of CD or any company into which CD has been merged. Section 8 Termination of Employment. 8.1 Termination Without Cause. This Agreement may be terminated by either party without cause by providing the other party with ten (10) days' advance notice of such intention to terminate. If such termination occurs, any obligations of Employer hereunder shall cease on the effective date of termination. 8.2 Termination for Cause. This Agreement may be terminated by Employer for cause immediately upon notice to Employee. No <PAGE> severance benefits are due to Employee in the event he is terminated for cause. Employer shall have cause for termination in the event of: <PAGE> 8.2.1 A default by Employee in the performance of any material provision of this Agreement, and such default continues for a period of thirty (30) days after written notice to Employee from Employer stating the specific default, unless such default is cured to the satisfaction of Employer within such thirty (30) day period, in which case the notice of termination shall not be effective, and this Agreement shall not be terminated. 8.2.2 Employee's death or legal incapacity. 8.2.3 The conviction of Employee of any criminal offense involving dishonesty or breach of trust or any felony or any crime involving moral turpitude. 8.2.4 The arrest or indictment of Employee for any crime which, whether convicted thereof or not, causes Employer embarrassment, negative press coverage or harm to its reputation. 8.2.5 The disability of Employee during his employment under this Agreement through any illness, injury, accident or condition of either a physical or psychological nature and, as a result in the opinion of a physician mutually agreeable to the parties is expected to be unable to perform substantially all of his duties and responsibilities hereunder for ninety (90) calendar days during the year following the physician's examination of Employee. Section 9 Non-Disclosure of Confidential Information. 9.1 Employee acknowledges that during the term of employment with Employer, he will have access to and become acquainted with Confidential Information of Employer. Confidential Information means all information related to the present or planned business of CD or any of CD's current or future affiliates that has not been released publicly by authorized representatives of CD or such affiliate(s), and shall include but not be limited to, trade secrets and know- how, inventions, marketing and sales programs, employee, customer, patient and supplier information, information from patient medical records, financial data, pricing information, regulatory approval and reimbursement strategies, data, operations and clinical manuals. 9.2 Employee agrees not to use or disclose, directly or indirectly, any Confidential Information of CD or any such affiliates at any time and in any manner, except as required in the course of his employment with CD or such affiliate(s) or with the express written authority of CD. 9.3 Employee understands that his non-disclosure obligations are continuing and survive the termination of <PAGE> Employee's employment with CD. <PAGE> 9.4 All documents and equipment relating to the business of CD or its affiliates, whether prepared by Employee or otherwise coming into Employee's possession, are the exclusive property of CD, and must not be removed from the premises of CD except as required in the course of employment. Any such documents and equipment must be returned to CD when Employee leaves the employment of CD and its affiliates. Section 10 Entire Agreement and Amendments. This Agreement shall constitute the entire agreement between the parties and supersedes all existing agreements between them, whether oral or written, with respect to the subject matter hereof (other than the Purchase Agreement). Any waiver, alteration, or modification of any of the provisions of this Agreement, or cancellation or replacement of any part of this Agreement shall be in writing and signed by the party to be charged therewith. Section 11 Notices. All notices hereunder shall be in writing and shall be deemed to be given when sent by certified mail to either party at the address of such party set forth above or at such other address as shall have been designated by written notice by such party to the other party. Section 12 Severability. If any provision of this Agreement is declared invalid or illegal for any reason whatsoever, then notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. Section 13 Governing Law. This Agreement shall be construed in accordance with, and the rights of the parties shall be governed by, the laws of the State of California applicable to contracts made and to be performed within the State of California. It shall be deemed executed in Los Angeles, California, and any action between the parties hereto based in whole or in part on this Agreement shall be brought in the Los Angeles County Superior Court. Section 14 Assignment. No party may assign this Agreement without written consent of the other, except that Employer may assign this Agreement to a successor or affiliated corporation or other organization. Section 15 Counterparts. This Agreement may be executed in more than one counterpart, and each executed counterpart shall be considered as the original. <PAGE> IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by the undersigned duly authorized person as of the day and year first stated above. _____________________________ Dated:____________________ Brad Greenspan, on behalf of CD Universe, Inc., a Connecticut corporation _____________________________ Dated:____________________ Charles Beilman, an Individual
Source: OneCLE Business Contracts.