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EXHIBIT 10.15
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and effective as
of
the date indicated below by and between DATATRAK INTERNATIONAL,
INC., an Ohio
corporation with its principal place of business at 20600 Chagrin
Boulevard,
Suite 1050, Cleveland, Ohio 44122 ("Company") and JEFFREY A. GREEN
(the
"Employee").
WITNESSETH:
WHEREAS, on or about July 1, 1994, Employee entered into an
Employment
Agreement with Collaborative Clinical Research, Inc., pursuant to
which Employee
was retained as President and Chief Executive Officer of
Collaborative Clinical
Research, Inc.; and
WHEREAS, following the sale of Collaborative Clinical Research,
Inc.'s
clinical research division, Collaborative Clinical Research, Inc.
changed its
name to DATATRAK International, Inc.; and
WHEREAS, the Company desires to retain Employee as its President
and
Chief Executive Officer, to include nomination to the Company's
Board of
Directors, and Employee desires to be so retained; and
WHEREAS, Employee and the Company desire to enter into an
agreement
expressly indicating the terms and conditions of their
relationship.
NOW, THEREFORE, in consideration of the mutual promises and
covenants
contained herein, the Company and the Employee agree as
follows:
1. DUTIES. During the Term of this Agreement, as those terms
are
defined herein, Employee shall, under the general supervision of
the Company's
Board of Directors, serve as President and Chief Executive Officer
and devote
his skill and experience to serving the interests of the Company.
The Company
agrees to nominate Employee as an officer and director of the
Company, and
Employee agrees to accept election to and serve as an officer and
director of
the Company. During the course of his employment, Employee shall at
all times,
faithfully, industriously and to the best of his abilities, perform
all duties
that reasonably may be required of him by virtue of his position.
Employee shall
devote his full business time and efforts to the affairs of the
Company.
2. SALARY. The Company will pay Employee a base salary of One
Hundred
Eighty Thousand ($180,000) per year in accordance with the
Company's payroll
practices, or in such other periodic method to which both parties
agree, minus
appropriate withholdings and deductions. The Company will review
Employee's
compensation hereunder on an annual basis, and may adjust the
above-indicated
level, in its sole discretion, based on Employee's performance of
his duties
hereunder and/or the performance of the Company, provided, however,
that the
Company shall not reduce the Employee's salary to be paid in
any
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succeeding year to an amount less than the Employee's base salary
as established
herein or as increased over time without Employee's written
agreement. Both
parties agree that the above reference to an "annual base salary"
or to other
benefits of employment, including but not limited to bonuses, does
not in any
way guarantee and/or add to the express length of employment of
Employee, other
than as set forth herein.
3. BONUS PLANS. The Company may pay Employee additional
compensation
in the form of a discretionary bonus and/or pursuant to Company
established
bonus plan(s) that the Company may have in effect from time to time
for
similarly-situated employees. The Company reserves the right to
modify or cancel
any bonus plan(s) that it may have in effect at any given time. The
Company will
be obligated to pay all amounts earned and due to Employee prior to
the
modification or cancellation of any established bonus plans. The
bonus may be
paid in cash, in equity securities of the Company, in stock
options, or in any
combination thereof at the Company's discretion.
4. STOCK OPTION PLAN. Employee shall be eligible to participate in
any
stock option plan(s) that the Company may make available from time
to time for
similarly situated employees. The granting of stock options will be
pursuant to
the terms and conditions of a separate Stock Option Agreement.
5.
BENEFITS. During the Term of this Agreement, Employee shall be
entitled to participate in any employment benefit plans which are
maintained or
established by the Company for its similarly-situated employees,
including
enrollment in medical, dental, and life insurance policies or
plans, as well as
a 401K plan, and all paid holidays afforded to other
similarly-situated
employees.
During the Term of this Agreement, Employee shall receive a
monthly automobile allowance in the amount of $350 and shall be
reimbursed for
expenses reasonably incurred in connection with the business of the
Company.
6. VACATIONS. During the Term of this Agreement, Employee shall
be
entitled to annual paid vacation time equal to twenty (20) days, to
be taken at
a time or times acceptable to the Company and otherwise consistent
with the
terms and conditions of this Agreement and the Company's vacation
pay policy.
7. RELOCATION EXPENSES. During the Term of this Agreement, if
Employee
is required by the Company to relocate his permanent residence to a
location
outside of Northeastern Ohio, then the Company will reimburse
Employee for all
reasonable relocation expenses, including the expense of moving
Employee's
possessions and reasonable expenses incurred in travel to the new
location for
the purpose of locating housing. The Company will further reimburse
Employee for
all reasonable temporary housing expenses at the new location for
the first 90
days after the date requested by the Company for the Employee's
relocation.
7.1 REAL ESTATE BROKER'S COMMISSIONS. The Company will
reimburse
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Employee for reasonable licensed real estate broker's commission
(Broker's Fee)
incurred by Employee in the sale of the Employee's permanent
residence if
Employees is required by the Company to relocate his permanent
residence to a
location outside of Northeastern Ohio. The Employee will provide
the Company
with appropriate documentation to support the Broker's Fee incurred
by Employee.
8. TERM AND TERMINATION OF AGREEMENT. This Agreement shall commence
on
the date signed by both parties as indicated below and shall
continue for a
period of one (1) year (the "Initial Term"), unless sooner
terminated as
provided in Sections 8.1, 8.2, 8.3, 8.5, 8.6, 8.7, 8.8 or 8.9 of
this Agreement.
This Agreement will renew automatically for successive one (1) year
periods (the
"Renewal Period," and collectively with the Initial Term, the
"Term") unless
previously terminated or either party gives notice of non-renewal
at least 90
days prior to the commencement of such Renewal Period.
8.1 TERMINATION FOR DEATH. This Agreement shall terminate
automatically upon the Employee's death. With the exception of any
benefits
under the Company's employee benefit plans, and any stock options
that have
vested under the Company's Stock Option Plan(s) which may inure to
the benefit
of Employee's beneficiaries, upon Employee's death, the Company
shall have no
further obligations under the terms and conditions of this
Agreement. If
Employee's employment is terminated pursuant to this section during
the Term of
this Agreement, employee shall be entitled to his salary through
the date of
such termination, payment for any pro-rata bonus earned and due at
the time of
termination pursuant to any (if any) bonus plan(s) the Company may
have in
effect at the time of termination, and to any other employee
benefits maintained
or established by the Company for its similarly situated
employees.
8.2 TERMINATION FOR DISABILITY. The Company and the Employee
acknowledge and agree that the essential functions of the
Employee's position
are unique and critical to the Company and that a disability
condition which
causes the Employee to be unable to perform the essential functions
of his
position with or without reasonable accommodations for a period in
excess of one
hundred twenty (120) calendar days will constitute an undue
hardship on the
Company. If the Company determines in good faith upon medical
certification and
in consultation with Employee and, if necessary or appropriate,
with Employee's
physician(s), that the Employee is disabled and unable to perform
the essential
function of his position with or without reasonable accommodations,
it may give
Employee written notice of its intention to terminate Employee's
employment. If
Employee's employment is terminated pursuant to this section during
the Term of
this Agreement, employee shall be entitled to his salary through
the date of
such termination, payment for any pro-rata bonus earned and due at
the time of
termination pursuant to any (if any) bonus plan(s) the Company may
have in
effect at the time of termination, and to any other employee
benefits maintained
or established by the Company for its similarly situated
employees.
8.3 TERMINATION BY COMPANY FOR CAUSE. During the Term of this
Agreement, the Company may terminate Employee's employment for
cause by written
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notification citing the specific reasons for termination. For
purposes of this
Agreement, "Cause" means:
(1) Employee's conviction of a felony involving moral turpitude
or a felony in connection with his employment;
(2) Employee's theft, fraud, embezzlement, material willful
destruction of property or material disruption of the operations of
the Company;
(3) Employee's use or possession of illegal drugs and/or
unauthorized use or possession of alcohol on Company premises or
reporting to
work under the influence of same; or
(4) Employee's engaging in conduct, in or out of the workplace,
which in the Company's reasonable determination has an adverse
effect on the
reputation or business of the Company;
Under any such termination for Cause, all rights, benefits,
obligation
and duties of the parties hereunder shall immediately cease, except
any
compensation due and owing through the date of termination and/or
fringe
benefits which have vested on Employee's behalf prior to such
termination, if
any, and except for the covenants of Employee set forth in Section
9 of this
Agreement.
8.4 SUSPENSION. In the event Employee engages in conduct
subjecting
Employee to potential civil or criminal liability which could have
an adverse
effect upon the Company's reputation or business or is related to
Employee's
duties and responsibilities, the Company reserves the right to
immediately
suspend Employee with pay, pending investigation and/or the outcome
of the
matter.
8.5 TERMINATION BY EMPLOYEE WITHOUT GOOD REASON/NON-RENEWAL BY
EMPLOYEE. During the Term of this Agreement, Employee may terminate
his
employment and this Agreement at any time for any or no reason upon
at least 30
days written notice by the Employee directly to the Company's Board
of
Directors. Prior to and/or during any Renewal Period, Employee may
also
terminate this Agreement by giving a notice of non-renewal at least
120 days
prior to the commencement of the next Renewal Period. Employee
acknowledges and
agrees that a voluntary resignation, termination, or retirement by
Employee
during the Term of this Agreement as described in this Section 8.5,
and/or a
notice of non-renewal by Employee prior to and/or during any
Renewal Period as
described in this Section 8.5, shall result in the termination of
this Agreement
and all rights and obligations under this Agreement shall
immediately cease,
except any fringe benefits or stock options which have vested on
Employee's
behalf prior to such termination.
8.6 TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee may
terminate
his employment hereunder at any time during the Term of this
Agreement for "Good
Reason."
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"Good Reason" shall mean (a) the Company's material breach of this
Agreement, or
(b) the failure of the Shareholders of the Company to elect
Employee to the
Company's Board of Directors and/or other act of the Company to
remove Employee
from the Company's Board of Directors, or (c) except in connection
with the
termination by the Company of Employee's employment in strict
compliance with
the terms of this Agreement, the Board of Directors of the Company
shall have
(i) failed to elect Employee as an officer of the Company or shall
have removed
him from any of such offices, (ii) failed to vest Employee with the
powers and
authority customarily associated with such offices, or (iii) in any
ot
