EXHIBIT NO. 6.11
EMPLOYMENT AGREEMENT WITH XXXXX XXXXXX
DATED MAY 1, 1999
EMPLOYMENT AGREEMENT
This Agreement is made the 1st day of May, 1999 by and between Timber
Resources International, Inc. (the "Company"), a Delaware corporation having a
place of business at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, and Xxxxx Xxxxxx
(the "Executive"), having a place of residence at 000 Xxxxx Xxxxx, Xxxxxxxx,
Xxxxxxx, 00000.
WITNESSETH
Whereas, the Company is willing to employ the Executive upon the
terms and conditions set out below; and
Whereas, the Executive has had an opportunity to consider and
evaluate the terms of employment offered to him;
Now, therefore, in consideration of their mutual promises as
hereinafter set forth, the parties hereto agree as follows:
1. DESIGNATION AND DUTIES
The Executive shall be employed as Vice President (Operations) of the
Company. The Executive shall perform all duties and undertake all
responsibilities as would be customary and appropriate for an executive in
charge of procurement of equipment and raw material, maintenance and repair of
machinery and equipment, production and quality control, and recruitment,
training and supervision of production personnel, of a company engaged in the
procurement of lumber and processing such lumber into finished finished
products. In addition to such responsibilities, the Executive shall also be
responsible for preparing timely reports with respect to procurement and
production functions as may be entrusted to him, and as requested by the
Chairman or President of the Company.
2. TERM OF EMPLOYMENT
The Executive shall be employed for a term commencing on May 9, 1999
and ending four years thereafter. At least 60 days prior to the end of the term
as set herein, the Company shall either make an offer to renew the Executive's
employment contract on mutually agreed upon terms or decline to do so in
writing.
3. NO RESTRICTIONS ON EMPLOYMENT WITH COMPANY
The Executive represents and warrants that he is not a party to any
agreement and otherwise is not subject to any restriction, whether voluntary or
involuntary, which would in any manner prohibit or limit him from entering into
this agreement and performing his
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duties as set out herewith. In the event the Executive has, in any position held
by him prior to the execution of this agreement, executed any agreement
restricting his subsequent employment, the Executive represents that copies of
any such agreement have been furnished to the Company prior to the execution of
this agreement.
4. COMPANY'S OWNERSHIP OF WORK PRODUCT
The Executive acknowledges that all work product initiated, developed
and created by him while in the employment of the Company shall be the sole and
exclusive property of the Company irrespective of whether or not any special,
unique or proprietary knowledge or technique of the Executive was utilized to
develop or create such work product. The Executive shall, in accordance with
standard Company policy or otherwise in any manner at the Company's request,
execute all other necessary documents and instruments of assignment to establish
and protect the Company's ownership of work product developed or created by the
Executive during the course of his employment.
5. CONFIDENTIALITY
Unless available in the public domain other than by reason of a breach
of the provisions of this paragraph or other misconduct on the part of the
Executive, all data and data bases, information, research, business strategy,
business contacts, and any written or printed material as well as material
recorded and accessed by electronic media produced or generated by the Executive
or any other employee or professional consultant engaged by the Company shall be
the property of the Company, and shall be kept secret and confidential by the
Executive during the term of his employment and for a period of five years
thereafter. The Executive agrees that a breach of this provision can cause
irreparable injury to the Company, and further agrees that the Company shall be
entitled to seek injunctive relief from an appropriate court of law.
6. COMPENSATION
The Executive shall be paid a salary of $7,500/month per annum during
the term of his employment. Such amount shall be pro rated and paid on a
periodic basis in accordance with the Company's customary payroll practices.
Salary increases during the term of employment shall be entirely within the
discretion of the Board Directors provided however that there shall be no
increase in salary until such time as the Company shall have operated profitably
in four successive calendar quarters.
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7. VACATIONS/SICK LEAVE
The Executive shall be entitled to vacations from work for an
aggregate of four calendar weeks per annum. Vacations shall be taken by the
Executive in such manner as to avoid or minimize any disruption in the Company's
work, and the timing of vacations taken by the Executive shall be approved by
the Chairman. Based upon consent by the Company, vacation time may be
accumulated for a maximum of six weeks. The Executive shall be entitled to avail
of four weeks of absence with full salary on account of documented injury or
illness during each year of his employment. Sick leave shall not be cumulated.
The Company may in its discretion grant the Executive additional periods of sick
leave with full or part salary.
8. TERMINATION
The Executive's employment may be terminated solely by the Chairman of
the Company prior to the expiration of the term provided herein in accordance
with the following:
(A) Upon 60 days written notice by the Company.
(B) With immediate effect and upon written notice, if the Company
shall have reason to believe that the Executive has engaged in one
or more acts or omissions involving fraud, dishonesty, violations
of law, or breach of confidentiality undertakings which have
resulted in material injury to the Company. Materiality shall be
defined in the context of the size and scope of the Company's
operations. The Company's notice shall furnish the Executive with
a reasonably detailed statement of the causes for termination. If
the Execute shall dispute the Company's findings, his sole remedy
and recourse shall be a claim in arbitration proceedings against
the Company as provided in Paragraph 6 below.
(C) The Executive shall become physically or mentally disabled and be
unable to perform his duties fir a continous period of six weeks
during intermittent periods which in the aggregate shall exceed
eight weeks in any twelve month period.
9. RESTRICTIVE COVENANT
The Executive agrees that if he shall choose to leave the Company's
employment, he shall not directly or indirectly accept employment with or
provide advice or consultancy services to any company or business entity which
is then or within two years thereafter becomes engaged in sales of wood products
to any customer of the Company which accounted for more than 10% of aggregate
revenues earned by to Company. In the event, under applicable law, the
provisions of this paragraph shall be deemed
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unenforceable, the provisions set out herein shall be deemed amended to comply
with the requirements of applicable law, and as so amended shall be binding and
effective.
10. RESIGNATION
In the event the Executive chooses to resign from the Company's
employment, he shall provide the Company with at least sixty days written notice
failing which the Company shall be entitled to claim damages from the Executive.
11. AMENDMENT TO AGREEMENT
The parties hereto agree that written 90 days from the date hereof,
this Agreement shall be amended to include provisions relating to bonus, stock
options, health insurance and other benefits, if any.
12. NOTICES
All notices shall be deemed to have been properly provided if they
shall be sent by registered mail, return receipt requested, to the last known
address of either party as set out in the records of the Company.
13. HEADINGS
All headings in this agreement are set out for convenience and shall
not in any manner impact upon the interpretation of this agreement.
14. GOVERNING LAW AND JURISDICTION
This agreement shall be interpreted and enforced in accordance with
the laws of the State of New York.. All disputes between the parties shall be
settled exclusively by arbitration in New York City under the applicable rules
of the American Arbitration Association.
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In witness whereof, the Company and the Executive have executed this
agreement on the date first above written.
THE COMPANY
By: /s/ Xxxx Xxxxx
-------------------------
Xxxx Xxxxx, Chairman
THE EXECUTIVE
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
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