Exhibit 10.2
EMPLOYMENT CONTRACT
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THIS EMPLOYMENT CONTRACT ("Agreement") is dated as of the 1st day of
January, 2008, by and between Magnum D'or Resources, Inc., a Nevada Corporation
(the "Company") and Xxxxxx X. Xxxxxx, ("Xxxxxx" or "Executive").
BACKGROUND
WHEREAS, Glusic is a current member of the Board of Directors (the
"Board) of the Company and has considerable experience in Engineering,
Management, and Waste Disposal activities; and
WHEREAS, Glusic is well versed in the Rules and Regulations associated
with Design, Construction, Permitting and Environmental Issues associated with
Commercial Sighting, Scheduling, Equipment Acquisition, Start-up and Testing of
Commercial facilities; and
WHEREAS the Board believes that Glusic, as Chief Executive Officer of
the Company would be a most important ingredient in the Company's growth and has
requested that Glusic accept such appointment as Chief Executive Officer; and
WHEREAS Glusic has agreed to accept such employment under the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and undertakings contained herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Glusic, as its
Chief Executive Officer, and Glusic hereby accepts such employment, on the terms
and conditions hereinafter set forth.
2. TERM. The term of Glusic's employment under this Agreement
shall be for a period of five (5) years, commencing on January 1st, 2008 and
ending on December 31, 2012, unless further extended or sooner terminated as
hereinafter provided ("Term"). The last day of the Term, unless extended in
writing and approved by the Board of Directors, is hereinafter referred to as
the "Expiration Date."
3. POSITION AND DUTIES. During the Term of this Agreement,
Executive shall be employed as Chief Executive Officer of the Company, and
remain a member of the Board of the Company. In such capacity, Glusic shall have
overall responsibility of overseeing all Company matters. Glusic hereby accepts
such employment and agrees to perform the duties and responsibilities set forth
herein.
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4. PLACE OF PERFORMANCE. The principal place of employment and
office of Glusic shall be at the Company's headquarters in Fort Lauderdale,
Florida, or such other location as may be agreed to in writing by the Company
and Glusic.
5. COMPENSATION AND RELATED MATTERS.
a. BASE SALARY. As compensation for the performance by the
Executive of his duties hereunder, the Company shall pay Glusic a base salary of
$10,000 U.S per month for the period commencing January1st, 2008 through and
including January 1st, 2009. The Executive's base salary shall be increased over
the previous year's base salary in each of the subsequent twelve (12) month
periods by; an amount that is the greater of 5%, or the percentage increase in
the average United States Cost of Living Index, as defined below.
For purposes of this Agreement, the term "Cost of Living Index" shall refer to
the percentage change (increases only) of the Consumer Price Index ("CPI"), all
items, in the United States as compiled by the United States Department of
Labor, Bureau of Labor Statistics, Washington, D.C., or its successor index. If
at the time of adjustment the CPI is no longer reported or its basic principle
has been altered, an alternative method shall be used to equitably reflect the
percentage of increase in the cost of living.
b. ANNUAL BONUS/INCENTIVE COMPENSATION. In addition to the
compensation described in subparagraph "5.a" above, Glusic may receive such
additional compensation in the form of an annual incentive bonus, as has been
approved and recommended by the Compensation Committee or the Board of the
Company. Any annual incentive bonus awarded to Glusic shall be paid to Glusic as
mutually agreed upon between the Company and the Executive, but in no event
shall be later than 120 days after the end of the fiscal year of the Company for
which such incentive bonus has been awarded.
c. ADDITIONAL COMPENSATION. As an inducement to Glusic to
accept the position of Chief Executive Officer of the Company, simultaneously
with the commencement of his employment by the Company, he shall be granted a
signing bonus of 200,000 Common Shares of free trading Company Stock issued by
the Company under S-8 and an option to purchase 500,000 shares of Common Stock
at a price fixed by the terms of the Company Equity Stock Option Plan (ESOP).
Thereafter, Glusic shall receive such additional options as shall be determined
by the Options Committee of the Board of Directors. In the event that the
Company is sold, merged, or acquired by another entity during the duration of
employment of Executive; or within two years of Termination, other than for
cause, Executive's option agreement will be increased, as a minimum, by a factor
of two, and exercisable at the same terms and conditions set forth above.
In addition, the Company agrees to increase the base salary of Glusic when the
following events occur:
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i. $10,000 per month upon the start up of each Company owned TPE
plant via direct ownership or via a bonafide joint venture
agreement approved by the Board of Directors.
ii. $20,000 per month upon the start up of each tire recycling
Company owned Plant.
In no case is this agreement to exceed $40,000 per month regardless of plant
startups. Any additional base salary increases above $40,000 per month must be
approved by the Board of Directors and attached as an amendment to this
employment agreement.
d. ADDITIONAL PAID BENEFITS/EXPENSES.
(1) INSURANCE COVERAGE; EMPLOYEE BENEFIT PLANS.
Glusic shall be included in the Company's group life, health, disability, major
medical, and other insurance coverages provided for senior employees of the
Company during the term of this Agreement and any renewal thereof. Glusic shall
also be included as a member in any profit-sharing, pension, retirement, or
other employee benefit plan which may be adopted by the Company during the term
of this Agreement or any renewal thereof, provided such plan applies to other
executive employees of the Company and Glusic has met the qualification
requirements thereof.
(2) VACATION. Paid vacation of two (2) weeks and
such additional vacation as shall be approved by the Company, which vacation
shall be taken at such times as are mutually convenient to Glusic and the
Company. Glusic shall not be entitled to carry over any unused vacation accrued
during any calendar year to any succeeding year unless unused vacation days and
the inability to utilize them were due to Company responsibilities and
requirements.
(3) EXPENSES. Upon submission of receipts and
proper documentation, the Company hereby agrees to reimburse Glusic for expenses
incurred by Glusic in connection with business travel, including parking, tolls,
mileage, lodging and meals, business entertainment, dues, subscription fees, and
membership fees to any professional association or organization related to the
Company's business of which Glusic is a member or shall become a member during
the term hereof or any renewal thereof.
(4) AUTOMOBILE. During the term of this Agreement,
the Company shall pay Glusic $625 U.S. per month automobile allowance as
reimbursement for his exclusive use of a business vehicle, and shall pay for all
business costs of operation thereof, including but not limited to maintenance,
repairs, insurance, fuel, and all other costs necessary and incident thereto.
This amount shall be increased in each of the subsequent twelve (12) month
periods by an amount equal to the provisions set forth in item 5a, above. The
selection of the make and model of an automobile shall be at the discretion of
Glusic. The Company shall have no liability in regards to the operation and use
of this vehicle.
(5) RELOCATION AND MOVING EXPENSE. During the
duration of this employment contract it is mutually understood that Executive
may be required to relocate his personal residence to effectively manage and
operate the Company. In such an event, the company will pay for the
consequential costs of temporary housing in such a place required to conduct
Company business. Upon relocation, the Company shall pay for reasonable expenses
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incurred in connection with the relocation from Executive's current home to his
new home ("Moving Expenses"). Specifically included will be the cost of movers
for personal property, customary travel allowance, and up to an additional two
weeks of paid personal time off to settle affairs associated with relocation and
the interruption of schedule.
In addition, Executive will be given a cash payment in an amount equal to 10% of
current annual salary as compensation for incidentals and inconveniences
associated with such relocation. To the extent that such Relocation Expenses
hereunder are subject to income taxes payable by you, the Company shall pay you
an amount to reimburse for such income taxes due ("gross-up"). The Company shall
promptly reimburse for Moving and Relocation Expenses upon submission of
documentation (including receipts and invoices) supporting the expenses for
which claims will be reimbursed. You agree to cooperate with the Company so as
to obtain favorable rates for the costs and services for which the Company shall
reimburse. The Company agrees that it will act reasonably in approving and
reimbursing you for the Relocation and Moving Expenses.
e. PAYMENT. The amounts of Base Salary, incentive
compensation, and other payments and benefits as specified herein shall be paid
from time to time in such manner as shall be agreeable between Glusic and the
Company.
6. TERMINATION. Glusic's employment hereunder may be terminated
as follows:
a. DEATH. Glusic's employment shall terminate upon his
death, and the date of his death shall be the Date of Termination.
b. DISABILITY. If Glusic shall fail or become unable to
perform any of his duties hereunder due to illness or other incapacity (as
determined by a medical doctor mutually agreed to by Glusic or his legal
representative and the Company) and such illness or incapacity shall continue
for a period of more than 180 consecutive days ("Disability"), the Company may
terminate Glusic's employment hereunder. In this event, the Date of Termination
shall be thirty (30) days after notice of termination is given (provided that
Glusic shall not have returned to the performance of his duties on a full-time
basis during such thirty (30) day period).
c. CAUSE. The Company may terminate Glusic's employment in
the event there occurs one or more of the following events that has not been
cured (if curable) within thirty (30) days after written notice thereof has been
given by the Company to Glusic ("Cause"); provided that the Company shall have
delivered a written notice to Glusic within 30 days of its having actual
knowledge of the occurrence of any of such events stating that the Company
intends to terminate Glusic's employment for Cause and specifying the factual
basis for such termination:
(1) the willful failure by Glusic to substantially
perform his duties as an employee of the Company (other than due to physical or
mental illness) or after the delivery of a Notice of Termination for
Constructive Termination by Glusic pursuant to Section "6.d" below;
(2) Glusic's engaging in misconduct that is
materially injurious to the Company or any subsidiary or any affiliate of the
Company;
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(3) Glusic's having been convicted of, or entered
a plea of nolo contendere to, a crime that constitutes a felony;
d. CONSTRUCTIVE TERMINATION. Glusic may terminate his
employment in the event there occurs one or more of the following events,
without the written consent of Glusic, that has not been cured (if curable)
within thirty (30) days after written notice thereof has been given by Glusic to
the Company ("Constructive Termination"); provided that the Executive shall have
delivered a written notice to the Board of the Company within 30 days of his
having actual knowledge of the occurrence of the event or events constituting
Constructive Termination, stating that he intends to terminate his employment
for Constructive Termination and specifying the factual basis for such
termination
(1) without Glusic's express written consent, the
assignment to Glusic of any duties or the reduction of Glusic's duties, either
of which results in a significant diminution in Glusic's position or
responsibilities with the Company in effect immediately prior to such
assignment, or the removal of Glusic from such position and responsibilities;
(2) without Glusic's express written consent, a
substantial reduction, of the facilities and perquisites (including office space
and location) available to Glusic immediately prior to such reduction;
(3) the relocation of Glusic to a facility or a
location more than fifty (50) miles from Glusic's present location, without
Glusic's express written consent;
(4) any purported termination of Glusic's
employment by the Company which is not effected for death, disability or for
cause (as set forth in Section "6.c" hereof), or any purported termination for
which the grounds relied upon are not valid; or
(5) any material breach by the Company of any
material provision of this Agreement. In the event of a Constructive
Termination, the Date of Termination shall be the date specified in the Notice
of Termination, which shall be no more than thirty (30) days after the Notice of
Termination.
e. TERMINATION BY GLUSIC. Glusic may terminate his
employment hereunder by giving written notice to the Company, in which event
such termination shall become effective thirty (30) days after the giving of
written notice thereof, or earlier as may be specified by the Company after
receipt of Glusic's Notice of Termination..
f. DISPUTE CONCERNING TERMINATION. If, within fifteen (15)
days after any Notice of Termination (other than with respect to a termination
of Glusic's employment by the Company without Cause) is given, or, if later,
prior to the Date of Termination (as determined without regard to this Section
"6.f"), the party receiving such Notice of Termination notifies the other party
that a dispute exists concerning the termination, the Date of Termination shall
be extended until the earlier of (i) the date on which the Term ends, or (ii)
the date on which the dispute is finally resolved, either by mutual written
agreement of the parties, by settlement of litigation, or by Order of a court of
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competent jurisdiction; provided, however, that the Date of Termination shall be
extended by a notice of dispute given by Glusic only if such notice is given in
good faith and Glusic pursues the resolution of such dispute with reasonable
diligence.
g. COMPENSATION DURING DISPUTE. If the Date of Termination
is extended in accordance with Section "6.f" above, the Company shall continue
to pay Glusic the full compensation in effect when the notice giving rise to the
dispute was given and continue Glusic as a participant in all compensation,
benefit, and insurance plans in which Glusic was participating when the notice
giving rise to the dispute was given, until the Date of Termination, as
determined in accordance with Section "6.f" above. Amounts paid under this
Section "6.g" shall not offset against or reduce any other amounts due under
Section "7" of this Agreement.
7. TERMINATION BENEFITS. Upon the termination of this Agreement
by the Company prior to the expiration of the Term for any reason other than as
specified in Sections "6.c" or "6.e" hereof, as a termination benefit:
a. SALARY BENEFIT. The Company shall pay to Glusic an
amount equal to one (1) times the Base Salary in effect on the Date of
Termination, such payment to be made as follows:
(1) in a lump-sum payment within ninety (90) days
of the Date of Termination in the event of a termination upon death;
(2) in a lump-sum payment within thirty (30) days
of the Date of Termination in the event of a termination without cause; and
(3) in equal monthly installments commencing
within thirty (30) days of the Date of Termination and continuing for the Term
in the event of a termination upon disability; provided, however, that if
Executive's death occurs during a period of disability, the remaining unpaid
monthly installments shall be payable in a lump-sum within ninety (90) days of
Executive's death.
b. HEALTH BENEFIT. During the life of Glusic and his
spouse up until the termination of this agreement, Glusic and his spouse, if
any, shall have the right to elect from time-to-time to be included in the
Company's group accident and health insurance policies or programs, or shall be
entitled to be paid an amount equal to the premiums which would be incurred for
the purchase of accident and health insurance coverage comparable to that in
effect on the Date of Termination. In addition, Glusic shall be included in the
Company's group life and disability insurance policies in an amount not less
than that in effect on the Date of Termination or shall be entitled to be paid
an amount equal to the premiums which would be incurred for the purchase of
comparable coverage.
c. LEGAL FEES. In the event of any dispute or proceeding
arising under this Agreement where Glusic is ultimately the substantially
prevailing party, the Company shall promptly reimburse Glusic for all costs,
including without limitation, the reasonable attorneys' fees of any attorney of
Glusic's choosing, incurred by Glusic in any such dispute or proceeding arising
under this Agreement.
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8. NON-COMPETITION AND CONFIDENTIALITY.
a. NON-COMPETITION. In recognition of the foregoing
agreements, in the event that Glusic's employment pursuant to this Agreement is
terminated for any reason by either party:
(1) if the termination is by reason of a
Constructive Termination or for Cause, Glusic agrees that he shall not for
period of 24 months following the date of such termination or resignation,
directly or indirectly own, manage, operate, consult, join, control, invest in
(other than as a holder of not in excess of 1% of the outstanding voting shares
of any publicly traded company), be employed by, participate in the formation,
ownership, management, operation or control of, or be connected in any manner
with, any Company deemed to be in competition with the Company or any of its
subsidiaries.
(2) if the termination of Glusic is by the Company
without cause, Glusic agrees that the period of non-competition described in
subparagraph (1) above shall be for a term of 12 months instead of 24 months.
b. CONFIDENTIALITY. Glusic acknowledges that he will be
subject to certain restrictive covenants concerning his employment. In
consideration of the terms of this Agreement, Glusic acknowledges and agrees
that he will acquire confidential information of a special and unique nature and
value relating to the Company's intentions, plans, procedures, confidential
reports, financial resources, shareholders, investors, and prospective business.
In this regard, Glusic hereby agrees that he will not:
(1) persuade or attempt to persuade any customer
of the Company to cease doing business with the Company, or persuade or attempt
to persuade any potential customer not to become a customer of the Company;
(2) persuade or attempt to persuade any employee
of the Company to leave the Company's employ, or to become employed by any
person, firm, or corporation other than the Company;
(3) divulge to anyone (other than the Company or
any person employed or designated in writing by the Company), make any
unauthorized use of, or publish or use for their benefit or to the Company's
detriment, any knowledge or information of any type whatsoever of a confidential
nature relating to the businesses of the Company.
c. SPECIFIC ENFORCEMENT. The parties recognize that the
services rendered by Glusic hereunder are special, unique, and of an
extraordinary character, and in the event of Glusic's breach of the terms and
conditions of this Agreement, or in the event Glusic shall leave Company's
employment and breach the terms and conditions of this Agreement, Glusic
consents to and authorizes the Company to institute and prosecute proceedings in
any court of competent jurisdiction, either in law or in equity, to enjoin
Executive from performing services in violation hereof during the term of this
Agreement or the non-competition period specified in this Agreement. The parties
agree that the period and geographic areas of restriction imposed upon Glusic by
this Agreement are fair and reasonable and are reasonably required for the
protection of the Company and its goodwill.
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9. ASSIGNMENT. This Agreement shall not be assignable by either
party.
10. SEVERABILITY OF PROVISIONS. If any of the provisions of this
Agreement or the application of any such provision shall for any reason be held
invalid by a court of competent jurisdiction, such invalidity shall not affect
or impair any other provision, it being the intention of the parties that such
other provisions shall be and remain in full force and effect.
11. COMPLIANCE WITH APPLICABLE LAWS. Glusic agrees to comply to
the best of his ability with all laws and regulations in the conduct of his
duties and obligations under this Agreement, and to comply with all regulations,
resolutions, and policies of the Company.
12. NOTICES. All notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall be
deemed to have been given at the time when mailed at any office of the United
States Postal Service enclosed in a certified postage-paid envelope addressed to
the respective party at the addresses set forth below or to such changed address
as such party may have fixed by notice to the other party, provided, however,
that any notice or change of address shall be affected only upon receipt and
further provided that any notice may be personally delivered to the respective
party by the party giving notice in lieu of being mailed.
If to Company:
Attention: Board of Directors
If to Glusic:
13. BINDING EFFECT. This Agreement shall inure to the benefit of
and shall be binding upon the Company, its successors and assigns, and any
corporation which may acquire all or substantially all of the Company's assets
or into which the Company may be consolidated or merged, and shall inure to the
benefit of Glusic's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. Upon the
Executive's death, all amounts to which he is entitled hereunder, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to Glusic's devisee, legatee, or other designee, or, if there be no
such designee, to Glusic's estate.
14. GOVERNING LAW/CONSENT TO JURISDICTION. This Agreement shall
be governed by and construed in accordance with the laws of the State of
Florida. The parties hereto agree to consent to the jurisdiction and venue of
the courts of the State of Florida located in Broward County, Florida, and of
the United States District Court for the Southern District Of Florida, and
agrees that all disputes between the parties shall be litigated only therein.
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15. ENTIRE AGREEMENT. This Agreement represents the entire
agreement of the parties, and supersedes all prior understandings and agreements
between the parties relating to the subject matter of the employment of
Executive Contract. This Agreement may not be modified or amended except by an
instrument in writing signed by all of the parties hereto.
16. EXECUTION IN COUNTERPARTS. This Agreement may be executed by
the parties hereto signing the same instrument, or by each party hereto signing
a separate counterpart or counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument. The parties agree that documents executed by facsimile shall be
acceptable in this transaction, and the signatures thereof shall have the same
force and effect as original signatures.
17. WAIVER. The failure of any party to insist in any one or more
instances upon performance of any terms or conditions of this Agreement shall
not be construed as a waiver of future performance of any such term, covenant or
conditions, but the obligations of either party with respect thereto shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal the day and year above first written.
Magnum D'Or Resources, Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Chief Executive Officer and President
By: /s/ Xxxxxx X. Xxxxxx
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Title: Employee
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