EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made
and entered into as of the10 day
of Oct, 2008, by and between Global Risk Management, Inc.,
a Nevada corporation (“Global”), and Xxxx Xxxxxxx (“Xxxxxxx”).
WITNESSETH:
WHEREAS, the officers,
managers and/or directors of Global are of the opinion that Xxxxxxx has
education, experience and/or expertise which is of value to Global and its
owners, and
WHEREAS, Global and Xxxxxxx
desire to enter into this Employment Agreement, pursuant to which Xxxxxxx shall
be employed by Global, to set forth the respective rights, duties and
obligations of the parties hereto.
NOW THEREFORE, in
consideration of the promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which the parties hereto
acknowledge, Global and Xxxxxxx agree as follows:
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1.
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EMPLOYMENT. Global hereby
agrees to employ Xxxxxxx and Xxxxxxx hereby accepts such employment, upon
the terms and conditions hereinafter set
forth.
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2.
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TERM. For
purposes of this Agreement, “Term” shall
mean the original term (as defined in Section 2.1
below), if Renewal Term is initiated, then “Term” shall mean the renewal
term period.
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2.1
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Original
Term: The Term of this Agreement shall commence on the date hereof
and expire on Oct
10,
,
2009, unless sooner terminated pursuant to the terms and provisions herein
stated.
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2.2
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Renewal
Term(s): This Agreement shall automatically be extended
for additional two (2) year renewal terms unless earlier terminated in
accordance with the provisions of Section 6
below.
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3.
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COMPENSATION.
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3.1
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Salary: Global shall pay
Xxxxxxx an initial base annual salary of One Hundred Twenty Five Thousand
Dollars ($125,000). Upon the first renewal, annual compensation shall
increase to One Hundred Thirty Five Thousand Dollars ($135,000) and upon
the third renewal, annual compensation shall increase to One Hundred
Seventy Five Thousand dollars ($175,000). The annual salary shall increase
during the year, payable in accordance with Global’s normal policies but
in no event less often than semi-monthly (the “Salary”). Both
parties agree that company stock may be issued in lieu of salary at the
equivalent rate.
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3.2
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Stock
Option Plan/Stock Purchase Plan: Xxxxxxx shall be
eligible to participate in Company’s Stock Option Plan and Stock Purchase
Plan during the term of employment.
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3.3
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Bonuses:
Xxxxxxx shall be entitled to earn additional compensation bonuses based on
specific milestones as set forth by the Board of
Directors.
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4.
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EMPLOYEE
BENEFITS.
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4.1
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General
Benefits: Xxxxxxx shall be entitled to receive or
participate in all benefit plans and programs of Global currently existing
or hereafter made available to executives or senior management of Global,
including but not limited to, dental and medical insurance, including
coverage for dependents of Xxxxxxx, pension and profit sharing plans,
401(k) plans, incentive savings plans, stock option plans, group life
insurance, salary continuation plans, disability coverage and other fringe
benefits.
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4.2
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Director
and Officer Insurance: Global shall use commercially reasonable
efforts to purchase and maintain a Directors and Officers liability
insurance policy on terms and conditions deemed acceptable by the Board of
Directors, acting in good faith, which policy shall cover Xxxxxxx at all
times during his employment Term, including any Renewal Term(s). Such
liability insurance shall be at a value of a minimum of One Million
dollars ($1,000,000).
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4.3
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Business
Expense: Xxxxxxx shall be provided with American Express and/or
Visa/Master Card credit cards issued in the name of Global, for purposes
of paying business expenses, including without limitation, business
travel, entertainment, lodging and similar
activities. Additionally, Xxxxxxx shall be entitled to receive
proper reimbursement for all reasonable out-of-pocket expenses incurred
directly by Xxxxxxx in performing Xxxxxxx’x duties and obligations under
this Agreement. Global shall reimburse Xxxxxxx for such
expenses on a monthly basis, upon submission by Xxxxxxx of appropriate
receipts, vouchers or other documents in accordance with Global’s
policy.
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4.4
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Cellular
Telephone: Global shall provide Xxxxxxx with a cellular telephone
for use on Global’s business and Global shall be responsible for all costs
and expenses incurred in connection with the operation and use of such
cellular telephone, including but not limited to, monthly service charges
and maintenance; provided, however, that
Global shall not be responsible for costs and expenses incurred for
personal use of Xxxxxxx.
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4.5
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Vacation: Xxxxxxx
shall be entitled during each twelve (12) month period during the Term of
this Agreement to a vacation of two (4) weeks during which time Xxxxxxx’x
compensation will be paid in full. Unused days of vacation will
be compensated in accordance with Global’s policy as established by Global
from time to time. Xxxxxxx may take the vacation periods at any
time during the year as long as Xxxxxxx schedules time off as to not
create hardship on Global. In addition, Xxxxxxx shall have such
other days off as shall be determined by Global and shall be entitled to
paid sick leave and paid holidays in accordance with Global’s
policy.
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5.
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DUTIES/SERVICE
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5.1
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Position: Xxxxxxx is
employed as President and a nominated Member of the Board of
Directors and
shall perform such services and duties as are defined in Addendum A, Job
Description, attached hereto, and as are normally associated with such
position, subject to the direction, supervision and rules and regulations
of Global.
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5.2
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Place
of Employment: The place of
Xxxxxxx’x employment and the performance of Xxxxxxx’x duties will be at
Global’s corporate headquarters or at such location as agreed upon by
Global and Xxxxxxx.
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5.3
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Extent
of Services: Xxxxxxx shall at all times and to the best of his
ability perform his duties and obligations under this Agreement in a
reasonable manner consistent with the interests of Global. The
precise services of Xxxxxxx may be extended or curtailed, from time to
time at the discretion of Global, and Xxxxxxx agrees to render such
different and/or additional services of a similar nature as may be
assigned from time to time by Global. However, Global shall not
materially alter Xxxxxxx’x title, duties, obligations or responsibilities
or transfer Xxxxxxx outside of the Xxxxx County, Nevada area
without Xxxxxxx’x prior written
consent.
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5.3.1
Except as otherwise agreed by Global and Xxxxxxx in writing, it is expressly
understood and agreed that Xxxxxxx’x employment is fulltime and of a critical
nature to the success of Global and is therefore exclusive. Xxxxxxx
may not be employed by other entities, except for subsidiaries of Global, or
Strategic Alliance Partners of Global, or otherwise perform duties and
undertakings on behalf of others or for his own interest unless pre-approved by
the Board of Directors. Global acknowledges that Xxxxxxx presently, or may in
the future, serve on the Board of Directors of other companies and such action
shall not be a breach of this section; provided, however, that such
companies either: (a) are listed on Addendum B, attached
hereto; or (b) do not compete with Global or interfere with the performance of
Xxxxxxx’x duties pursuant to this Agreement, as determined in the reasonable
judgment of the Board of Directors.
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5.3.2
Additionally, Global recognizes that Xxxxxxx has, or may have in the
future, non-passive equity positions in other companies, which either: (a) are
listed on Addendum
B attached hereto; or (b) do not compete with Global in the reasonable
judgment of the Board of Directors. Global recognizes that such
equity positions may occasionally require some limited attention from Xxxxxxx
during normal business hours. However, Xxxxxxx agrees that if such
time is considered excessive by the Board of Directors, Xxxxxxx shall be so
advised and noticed by Global and Xxxxxxx shall be required to make appropriate
adjustments to ensure his duties and obligations under this Agreement are
fulfilled.
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6.
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TERMINATION. The Term of this
Agreement shall end upon its expiration pursuant to Section 2
hereof, provided that this Agreement shall terminate prior to such date:
(a) upon Xxxxxxx’x resignation, death or permanent disability or
incapacity; or (b) by Global at any time for “Cause” (as
defined in Section 6.4
below) or without Cause.
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6.1
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BY
RESIGNATION. If Xxxxxxx
resigns with “Good Reason”
(as defined below), this Agreement shall terminate but Xxxxxxx shall
continue to receive, through the end of the Term of this Agreement
Xxxxxxx’x Salary payable in periodic installments on Global’s regular
paydays, at the rate then in effect. For purposes of this
Agreement, “Good
Reason” shall mean: (i) the assignment to Xxxxxxx of duties
substantially and materially inconsistent with the position and nature of
Xxxxxxx’x employment, the substantial and material reduction of the duties
of Xxxxxxx which is inconsistent with the position and nature of Xxxxxxx’x
employment, or the change of Xxxxxxx’x title indicating a substantial and
material change in the position and nature of Xxxxxxx’x employment; (ii) a
reduction in compensation and benefits that would substantially diminish
the aggregate value of Xxxxxxx’x compensation and benefits without
Xxxxxxx’x written consent; (iii) the failure by Global to obtain from any
successor, an agreement to assume and perform this Agreement; or (iv) a
corporate “Change In
Control” (as defined below). For purposes of this
Agreement, “Change In
Control” shall mean (1) a merger or consolidation in which
securities possessing more than fifty percent (50%) of the total combined
voting power of Global’s outstanding securities are transferred to a
person or persons different from the persons holding those securities
immediately prior to such transaction in a transaction approved by the
stockholders, or the sale, transfer, or other disposition of more than
fifty percent (50%) of the total combined voting power of Global’s
outstanding securities to a person or persons different from the persons
holding those securities immediately prior to such transaction; or (2) the
sale, transfer or other disposition of all or substantially all of the
Global’s assets in complete liquidation or dissolution of Global other
than in connection with a transaction described in Section 6.1(1)
above. If Xxxxxxx resigns without Good Reason, Xxxxxxx shall be
entitled to receive Xxxxxxx’x Salary only through the date of such
resignation.
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6.2
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BY
REASON OF INCAPACITY OR DISABILITY: If Xxxxxxx becomes
so incapacitated by reason of accident, illness, or other disability that
Xxxxxxx is unable to carry on substantially all of the normal duties and
obligations of Xxxxxxx under this Agreement for a continuous period of
one-hundred-twenty (120) days (the “Incapacity
Period”), this Agreement shall terminate but Xxxxxxx shall receive,
during the Incapacity Period and for the six (6) month period thereafter
(the “Extended
Period”), Xxxxxxx’x Salary payable in periodic installments on
Global’s regular paydays, at the rate then in effect, reduced only by the
amount of any payment(s) received by Xxxxxxx pursuant to any disability
insurance policy proceeds. For purposes of
the foregoing, Xxxxxxx’x permanent disability or incapacity shall be
determined in accordance with Global’s disability insurance policy, if
such a policy is then in effect, or if no such policy is then in effect,
such permanent disability or incapacity shall be determined by Global’s
Board of Directors in its good faith judgment based upon Xxxxxxx’x
inability to perform normal and reasonable duties and
obligations.
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6.3
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BY
REASON OF DEATH: If Xxxxxxx dies during the Term of this
Agreement, Global shall pay to the estate of Xxxxxxx, for a period of six
(6) months beginning on the date of death (the “Extended
Period”), Xxxxxxx’x Salary payable in periodic installments on
Global’s regular paydays, at the rate then in effect. Other death
benefits will be determined in accordance with the terms of Global’s
benefit plans and programs.
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6.4
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FOR
CAUSE. If the Term of this Agreement is terminated by
Global for Cause Xxxxxxx shall be entitled to receive Xxxxxxx’x Salary
only through the date of termination. However, if a dispute
arises between Global and Xxxxxxx that is not resolved within sixty (60)
days and neither party initiates arbitration proceedings pursuant to Section 11.8,
Global shall have the option to pay Xxxxxxx the lump sum of six (6) months
base of Xxxxxxx’x Salary at the time of termination (the “Severance
Payment”) rather than Xxxxxxx’x Salary through the date of
termination. Such determination to pay the Severance Payment in
lieu of Xxxxxxx’x Salary shall be made in the reasonable judgment of the
Board of Directors. If Global elects to make a payment to
Xxxxxxx of the Severance Payment, the parties hereto agree that such
payment and the payment provided by Section 6.6
shall be Xxxxxxx’x complete and exclusive remedy for such a termination
for Cause. For purposes of this Agreement, “Cause” shall
mean: (i) an
adjudication of Xxxxxxx’x fraud, theft or dishonesty with respect
to Global; (ii) Xxxxxxx’x conviction of a felony, a crime involving moral
turpitude or other act causing material harm to Global’s standing and
reputation; (iii) Xxxxxxx’x continued material failure to perform
Xxxxxxx’x duties to Global after thirty (30) days’ written notice thereof
to Xxxxxxx; or (iv) gross negligence or willful misconduct by Xxxxxxx with
respect to Global.
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6.5
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WITHOUT
CAUSE. If, during the Term of this Agreement, Global
terminates Xxxxxxx’x employment without Cause: (a) Xxxxxxx shall be
entitled to receive, through the end of the Term of this Agreement,
Xxxxxxx’x Base Salary, payable in periodic installments on Global’s
regular paydays, at the rate then in effect. The payments
provided by Sections 6.5 and
6.6 shall be Xxxxxxx’x complete and exclusive remedy for any
termination without Cause.
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6.6
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EFFECT
OF TERMINATION ON UNUSED VACATION TIME: Upon the
termination of this Agreement for any reason whatsoever, Xxxxxxx shall
also have the right to receive any accrued but unused vacation time, and
any benefits vested under the terms of any applicable benefit
plans.
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7.
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Trade Secrets and
Confidentiality:
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7.1
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Nondisclosure.
Without the prior written consent of Global, Xxxxxxx shall not, at any
time, either during or after the term of this Agreement, directly or
indirectly, divulge or disclose to any person, firm, association, or
corporation, or use for Xxxxxxx’x own benefit, gain, or otherwise, any
customer lists, plans, products, data, results of tests and data, or any
other trade secrets or confidential materials or like information
(collectively referred to as the “Confidential Information”) of Global
and/or its Affiliates, as hereinafter defined, it being the intent of
Global, with which intent Xxxxxxx hereby agrees, to restrict Xxxxxxx from
disseminating or using any like information that is unpublished or not
readily available to the general
public.
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7.1.1
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Definition of
Affiliate. For purposes of this Agreement, the term “Affiliate”
shall mean any entity, individual, firm, or corporation, directly or
indirectly, through one or more intermediaries, controlling, controlled
by, or under common control with
Global.
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7.2
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Return of
Property. Upon the termination of this Agreement, Xxxxxxx shall
deliver to Global all lists, books, records, data, and other information
(including all copies thereof in whatever form or media) of every kind
relating to or connected with Global or its Affiliates and their
activities, business and
customers.
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7.3
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Notice of Compelled
Disclosure. If, at any time, Xxxxxxx becomes legally compelled (by
deposition, interrogatory, request for documents, subpoena, civil
investigative demand, or similar process or otherwise) to disclose any of
the Confidential Information, Xxxxxxx shall provide Global with prompt,
prior written notice of such requirement so that Global may seek a
protective order or other appropriate remedy and/or waive compliance with
the terms of this Agreement. In the event that such protective order or
other remedy is not obtained, that Global waives compliance with the
provisions hereof, Xxxxxxx agrees to furnish only that portion of the
Confidential Information which Xxxxxxx is advised by written opinion of
counsel is legally required and exercise Xxxxxxx’x best efforts to obtain
assurance that confidential treatment will be accorded such Confidential
Information. In any event, Xxxxxxx shall not oppose action by Global to
obtain an appropriate protective order or other reliable assurance that
confidential treatment will be accorded the Confidential
Information.
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7.4
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Assurance of
Compliance. Xxxxxxx agrees to represent to Global, in writing, at
any time that Global so request, that Xxxxxxx has complied with the
provisions of this section, or any other section of this
Agreement.
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8.
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INDEMNIFICATION
OF XXXXXXX: Global shall, to the maximum extent permitted by law,
indemnify and hold Xxxxxxx harmless against expenses, including reasonable
attorney’s fees, judgments, fines, settlement, and other amounts actually
and reasonably incurred in connection with any proceeding arising by
reason of Xxxxxxx’x employment by Global. Further, Global shall advance to
Xxxxxxx any expense incurred in defending such proceeding to the maximum
extent permitted by law.
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9.
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RETURN
OF GLOBAL PROPERTY: Xxxxxxx agrees that upon any termination of his
employment, Xxxxxxx shall return to Global within a reasonable time not to
exceed two (2) weeks, any of Global’s property in his possession or under
his control, including but not limited to, computer/office automation
equipment, records and names, addresses, and other information with regard
to customers or potential customers of Global with whom Xxxxxxx has had
contact or done business.
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10.
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RELATIONSHIP
OF PARTIES: The parties intend that this Agreement create an
Employee-Employer relationship between the
parties.
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11.
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NOTICES: All
notices, required and demands and other communications hereunder must be
in writing and shall be deemed to have been duly given when personally
delivered or when placed in the United States Mail and forwarded by
Registered or Certified Mail, Return Receipt Requested, postage prepaid,
or when forwarded via reputable overnight carrier, addressed to the party
to whom such notices is being given at the following
address:
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As
to Global:
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Global
Risk Management, Inc.
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Attn:
Chief Executive Office
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As
to Xxxxxxx:
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Xxxx
Xxxxxxx
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Address Change: Any party may
change the address(es) at which notices to it or him, as the case may be, are to
be sent by giving the notice of such change to the other parties in accordance
with this Section
10.
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12.
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MISCELLANEOUS:
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12.1
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Entire
Agreement. This Agreement and the Addendums hereto
contain the entire agreement of the parties. This Agreement may
not be altered, amended or modified except in writing duly executed by the
parties.
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12.2
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Assignment. Neither
party, without the written consent of the other party, can assign this
Agreement.
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12.3
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Binding. This
Agreement shall be binding upon and inure to the benefit of the parties,
their personal representative, successors and
assigns.
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12.4
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No
Waiver. The waiver of the breach of any covenant or
condition herein shall in no way operate as a continuing or permanent
waiver of the same or similar covenant or
condition.
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12.5
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Severability. If
any provision of this Agreement is held to be invalid or unenforceable for
any reason, the remaining provisions will continue in full force without
being impaired or invalidated in any way. The parties hereto
agree to replace any invalid provision with at valid provision which most
closely approximates the intent of the invalid
provision.
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12.6
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Interpretation. This
Agreement shall not be construed more strongly against any party hereto
regardless of which party may have been more responsible for the
preparation of Agreement.
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12.7
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Governing
Law. This Agreement shall be governed by and construed
under the laws of the State of California, without reference to the choice
of law principles thereof.
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12.8
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Arbitration.
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12.8.1
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Any
controversy, dispute or claim of whatever nature in any way arising out of
or relating to Xxxxxxx’x employment with Global, including, without
limitation (except as expressly excluded below in Section 11.8.2)
any claims or disputes by Xxxxxxx against Global, or by Global against
Xxxxxxx, concerning, arising out of or relating to the separation of that
employment; any other adverse personnel action by Global; any federal,
state or local law, statute or regulation prohibiting employment
discrimination or harassment; any public policy; any Global disciplinary
action; any Global decision regarding a Global policy or practice,
including but not limited to Xxxxxxx’x compensation or other benefits; and
any other claim for personal, emotional, physical or economic injury
(individually or collectively, “Covered
Claims”) shall be resolved, at the request of any party to this
Agreement, by final and binding arbitration in Orange County, California
before Judicial Arbitration Mediation Services (“JAMS”) in
accordance with JAMS’ then-current policies and procedures for arbitration
of employment disputes.
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12.8.2
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The
only claims or disputes excluded from binding arbitration under this
Agreement are the following: any claim by Xxxxxxx for workers’
compensation benefits or for benefits under a Global plan that provides
its own arbitration procedure; and any claim by either party for equitable
relief, including but not limited to, a temporary restraining order,
preliminary injunction or permanent injunction against the other
party.
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12.8.3
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This
agreement to submit all Covered Claims to binding arbitration in no way
alters the exclusivity of Xxxxxxx’x remedy under Section 6.5 in
the event of any termination without Cause or the exclusivity of Xxxxxxx’x
remedy under Section 6.4
in the event of any termination with Cause, and does not require Global to
provide Xxxxxxx with any type of progressive
discipline.
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12.9
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Titles. Titles
to the sections of this Agreement are solely for the convenience of the
parties and shall not be used to explain, modify, simplify, or aid in the
interpretation of the provisions of this
Agreement.
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12.10
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Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed
an original, but together which shall constitute one and the same
instrument.
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[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK]
{SIGNATURE
PAGE TO FOLLOW}
9
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first written
above.
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Global:
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Global
Risk Management, Inc.
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a
Nevada corporation
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By:
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/s/
Xxxxx Xxxxx
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Xxxxxxx:
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By:
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/s/
Xxxx Xxxxxxx
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Xxxx
Xxxxxxx
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10
ADDENDUM
A
Job
Description for Xxxx Xxxxxxx
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President
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Executive
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Reports
To:
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Chief
Executive Officer and Board of
Directors
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The
president shall be the chief operating officer of Global and, subject to the
control of board of directors and supervision of the chief executive officer,
shall, in general, supervise and control all of the business and affairs of
Global. He shall in the absence of the chief executive officer, when
present, preside at all meetings of the shareholders. He shall sign,
with the secretary, an assistant secretary, or any other proper officer of the
corporation thereunto authorized by the board of directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by Global’s bylaws to some other officer or agent of
Global, or shall be required by law to be otherwise signed or executed; and, in
general, shall perform all duties incident to the office of president, chief
operating officer and such other duties as may be prescribed by the board of
directors or the chief executive officer from time to time.
ADDENDUM
B
Approved
Non-Global Risk Management, Inc.
Business
Activity Exemptions
Description of Business
Activity
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1.
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None.
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B-1
