EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, effective as of the 1st day of
June, 1997, by and between WALLSTREET RACING STABLES, INC., a
Colorado Company with its principal place of business located at
0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
(hereinafter referred to as "Company" or "Employer") and XXXX X.
XXXXXX (the "Employee").
The Company hereby employs the Employee and the Employee
hereby accepts employment on the terms and conditions hereinafter
set forth.
1. Term. Subject to the provisions for termination
hereinafter provided, the initial term of this Agreement shall
commence on June 1, 1997 and terminate on December 31, 1998, and shall
continue thereafter on a year to year basis unless terminated by
the Company by delivery of written notice to the Employee not later
than thirty (90) days prior to the date for termination as indicated
in said notice.
2. Compensation and Performance Review
(a) For all services rendered by the Employee under
this Agreement, commencing September 1, 1997, the Company shall
be obligated to pay the Employee a monthly salary of $2,000.00
per month thereafter and continuing on the first day of each
month thereafter during the term of this Agreement.
(b) Following the first anniversary of this Agreement
(namely, on June 1, 1998, or as soon thereafter as practicable),
and following each anniversary, if any, thereafter, the Company shall
grant the Employee a performance and salary review for the purposes of
gauging the performance of the Employee for the preceding year and
adjusting the salary of the Employee hereunder looking to the results of
such review and the Company's financial progress, among other things, as
guides in such adjustments; provided, however, compensation payable to the
Employee pursuant to this provision shall in no event be reduced from that
fixed by Subparagraph (a) in this Section 2.
3. Duties. Employee is engaged as the Vice-President/
Secretary/ Treasurer of the Company. In such capacities, Employee
shall exercise detailed supervision over the operations of the
Company subject, however, to control by the Board of Directors.
The Employee shall perform all duties incident to the title of
Vice-President/Secretary/Treasurer and such other duties as from
time to time may be assigned to him by the Board of Directors.
4. Best Efforts of Employee. The Employee shall devote
such time as is necessary or as deemed necessary by the Board of
Directors to carry out the duties required of him by the Company
and will devote that time to the Company during normal business
hours. The Employee shall at all times faithfully, with diligence
and to the best of his ability, experience and talents, perform
all the duties that may be required of and from him pursuant to
the express and implicit terms hereof to the reasonable
satisfaction of the Company. Such services shall be rendered at
such other place or places as the Company shall in good faith
require or as the interest, needs, business or opportunity of the
Company shall require.
5. Working Facilities. The Employee shall be furnished
with all such facilities and services suitable to his position
and adequate for the performance of his duties.
6. Expenses. The Employee is authorized to incur
reasonable expenses for promoting the business of the Company,
including his out-of-pocket expenses for entertainment, travel
and similar items. The Company shall reimburse the Employee for
all such expenses on the presentation by the Employee, from time
to time, of an itemized account of such expenditures in
accordance with the guidelines set forth by the Internal Revenue
Service for travel and entertainment.
7. Vacation. The Employee shall be entitled each year to a
vacation of a reasonable amount during which time his
compensation shall be paid in full.
8. Disability.
(a) Should the Employee, by reason of illness or
incapacity, be unable to perform his job for a period of up to
and including a maximum of 3 months, the compensation payable to
him for and during such period under this Agreement shall be
unabated. The Board of Directors shall have the right to
determine the incapacity of the Employee for the purposes of this
provision, and any such determination shall be evidenced by its
written opinion delivered to the Employee. Such written opinion
shall specify with particularity the reasons supporting such
opinion and be manually signed by at least a majority of the
Board.
(b) The Employee's compensation thereafter shall be
reduced to zero. The Employee shall receive full compensation
upon his return to employment and regular discharge of his full
duties hereunder. Should the Employee be absent from his
employment for whatever cause for a continuous period of more
than 365 calendar days, the Company may terminate this Agreement
and all obligations of the Company hereunder shall cease upon
such termination.
9. Termination. (a) The Company may terminate this
Agreement with cause at any time under immediate notice to the
Employee thereof, and such notice having been given, this
Agreement shall terminate in accordance therewith. For the
purpose of this Section 9, "cause" shall be defined as meaning
such conduct by the Employee which constitutes in fact and/or law
a breach of fiduciary duty or felonious conduct having the
effect, in the opinion of the Board of Directors, of materially
adversely affecting the Company and/or its reputation.
(b) The Employee may terminate this Agreement without
cause by giving 90 days written notice to the Company, and such
notice having been given, this Agreement shall terminate in
accordance therewith.
10. Confidentiality. The Employee shall not divulge to
others any information he may obtain during the course of his
employment relating to the business of the Company without first
obtaining written permission of the Company.
11. Notices. All notices, demands, elections, opinions or
requests (however characterized or described) required or
authorized hereunder shall be deemed given sufficiently if in
writing and sent by registered or certified mail, return receipt
requested and postage prepaid, or by tested telex, telegram or
cable to, in the case of the Company:
Wallstreet Racing Stables, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
and in the case of the Employee:
Xx. Xxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
12. Assignment of Agreement. No party may assign or
otherwise transfer this Agreement or any of its rights or
obligations hereunder without the prior written consent to such
assignment or transfer by the other party hereto; and all the
provisions of this Agreement shall be binding upon the respective
employees, delegates, successors, heirs and assigns of the
parties.
13. Survival of Representations, Warranties and Covenants.
This Agreement and the representations, warranties, covenants and
other agreements (however characterized or described) by both
parties hereto and contained herein or made pursuant to the
provisions hereof shall survive the execution and delivery of
this Agreement and any inspection or investigation made at any
time with respect to any thereof until any and all monies,
payments, obligations and liabilities which either party hereto
shall have made, incurred or become liable for pursuant to the
terms of this Agreement shall have been paid in full.
14. Further Instruments. The parties shall execute and
deliver any and all such other instruments and shall take any and
all such other actions as may be reasonably necessary to carry
the intent of this Agreement into full force and effect.
15. Severability. If any provisions of this Agreement
shall be held, declared or pronounced void, voidable, invalid,
unenforceable or inoperative for any reason by any court of
competent jurisdiction, government authority or otherwise, such
holding, declaration or pronouncement shall not affect adversely
any other provision of this Agreement, which shall otherwise
remain in full force and effect and be enforced in accordance
with its terms and the effect of such holding, declaration or
pronouncement shall be limited to the territory or jurisdiction
in which made.
16. Waiver. All the rights and remedies of either party
under this Agreement are cumulative and not exclusive of any
other rights and remedies provided by law. No delay or failure
on the part of either party in the exercise of any right or
remedy arising from a breach of this Agreement shall operate as a
waiver of any subsequent right or remedy arising from a
subsequent breach of this Agreement. The consent of any party
where required hereunder to any act of occurrence shall not be
deemed to be a consent to any other act of occurrence.
17. General Provisions. This Agreement shall be construed
and enforced in accordance with, and governed by, the laws of the
State of Colorado. Except as otherwise expressly stated herein,
time is of the essence in performing hereunder. This Agreement
embodies the entire agreement and understanding between the
parties and supersedes all prior agreements and understanding
relating to the subject matter hereof, and this Agreement may not
be modified or amended or any term of provision hereof waived or
discharged except in writing signed by the party against whom
such amendment, modification, waiver of discharge is sought to be
enforced. The headings of this Agreement are for convenience in
reference only and shall not limit or otherwise affect the
meaning thereof. The Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all
of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first above written.
THE COMPANY: THE EMPLOYEE:
WALLSTREET RACING STABLES, INC.
By: /s/ Xxxxxxx X. XxXxxxxxx /s/ Xxxx X. Xxxxxx
Title: President Xxxx X. Xxxxxx
