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EXHIBIT 10.(a)
EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION
AGREEMENT
The undersigned, Recycling Centers of America, Inc., hereinafter referred to as
the `Company', and the undersigned, Xxxxx Xxxx, hereinafter referred to as
`Employee', enter into this Agreement this 26th day of May 1999.
WHEREAS, the Company desires to retain the services of the Employee under
certain terms and conditions as set forth hereunder; and
WHEREAS, the Employee deems it to be in his best interest to become an Employee
of the Company, representing it in a professional manner under the terms and
conditions contained herein;
NOW THEREFORE IT IS AGREED
1. EMPLOYMENT AND TERM
Subject to other provisions of this Agreement, the Company hereby
offers, and Employee accepts, employment as Chief Executive Officer of
Recycling Centers of America, Inc., as of the date of this Agreement.
Employment is for a term of three (3) years from the date hereof,
subject to termination by the Company pursuant to Section 6 hereof and
automatically renewable for an additional two-year term hereafter,
unless notice of termination is given by either party hereto on or
before thirty (30) days prior to the expiration of any term (the
`Employment Period').
2. SALARY AND OTHER COMPENSATION
(a) Employee shall receive for services hereunder during the Employment
Period an annual salary of $125,000.00 for the first year of
employment and $150,000.00 for each of the second and third years.
Employee and the Company for the 2-year term following shall
mutually determine gross salary. A further increase would be
expected for satisfactory performance. Salary will be payable in
bi-monthly installments on the first and the fifteenth day of each
month (or, if such day is not a business day, the next business day
thereafter). All payments shall be deemed gross salary, and shall be
subject to all applicable withholding and other taxes applicable to
Employees of the Company.
(b) The option to purchase 1,300,000 shares of common stock in RCAI has
been granted in Employee's name. These options shall be released to
Employee as per the schedule below. The corresponding number of
share options shall be granted to Employee at a value of $0.30 per
share immediately following the Company's market shares trading at
the indicated values for a period of at least 5 consecutive days.
$1.00 - 130,000 $2.50 - 130,000 $4.00 - 130,000
$1.50 - 130,000 $3.00 - 130,000 $4.50 - 130,000
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$2.00 - 130,000 $3.50 - 130,000 $5.00 - 260,000
(c) Employee shall be entitled to three (3) weeks (fifteen working
days) paid vacation and the observance of major holidays as
specified by the Company.
(d) The Company shall provide employee and his immediate family with
complete medical and dental coverage for the entire term of this
Agreement.
(e) The Company shall reimburse Employee for all business expenses
incurred by Employee for all business activities on behalf of the
Company.
(f) Employee shall be entitled to a vehicle allowance of up to
$550.00 per month.
3. POSITION AND DUTIES
Employee will devote his time, energy and attention to the management
of Recycling Centers of America, Inc and shall use his best efforts to
build the Company's business over the term of this Agreement such that
the share values described in item 2B are met. These tasks include (not
listed in order of importance), but are not limited to, the following:
(a) GENERAL
Employee shall be responsible for overseeing the business
activities of the Company, including those of its subsidiary
companies. Reports detailing these activities shall be prepared
and submitted to Employee by corporate Officers designated by
Employee. Employee shall determine the content and schedule of
submission dates for these reports.
(b) ADMINISTRATION
Employee shall be ultimately responsible for the following:
i. Approval of personnel programmes, including hiring and
firing.
ii. Submission of all reports and/or filings to regulatory
entities.
iii. Review of quarterly and annual financial statements,
audited financial statements on the Company and
presentation of said reports to the Board of Directors.
iv. Approval of all Company News Releases, advertising and
promotional information prior to dissemination/release by
the Company.
v. Maintenance and defense of patents and for the filing of
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new patents by the Company or any of its subsidiaries.
vi. Approval of proposed corporate acquisitions by the Company
and for the submission of detailed reports describing such
acquisitions to the Board of Directors of the Company.
vii. Final approval of all contracts entered into by the
Company.
viii. Final approval of all share issuances by the Company.
ix. Final approval of any/all capital raising activities by
the Company including Private Placement Memorandums
and/or any other stock offerings.
x. Final approval of any/all stock option plans offered by
the Company.
xi. Courteous and professional representation of Recycling
Centers of America, Inc. at all times.
The above list is an overview only and shall not be considered a
complete listing of Employee's duties and responsibilities.
4. DISCLOSURE OF INFORMATION BY EMPLOYEE
As per Attachment `A' - Confidentiality Agreement
5. DURATION OF THIS AGREEMENT
This Agreement will remain in full force and effect for a period of
three (3) years from the date hereof. Thereafter, it shall continue as
per Section 1 of this Agreement until terminated.
6. TERMINATION OF AGREEMENT
Either party shall have the privilege, with cause, to terminate this
Agreement by giving the party 60 days notice, in writing, of such
termination. Upon termination of this Agreement, Employee agrees to
return all equipment, furnishings, promotional materials along with all
copies of this Agreement and any other forms, proposals, or quotations
relating to Company's activities. Any termination of this Agreement
shall not terminate the Company's rights to enforce provisions contained
in this paragraph. Immediately upon notice of termination, Employee will
no longer have the right to obligate Company in any way shape or form.
Should Employee incur "non-approved" debts during the 60-day notice
period, Company reserves the rights to hold final paycheques until
nature of debts are satisfied.
7. COMPLETE AND FINAL AGREEMENT
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The parties hereto agree that any and all former written or verbal
agreements between Company and Employee are hereby canceled. By
execution, hereof, the parties agree that this instrument contains the
entire agreement of the parties. This instrument may not be changed
orally, but only by the agreement, in writing, signed by the parties
against whom enforcement of any waiver or change, modification,
extension or discharge is sought.
8. WAIVER OR BREACH
The waiver by Company or Employee's breach of any provision of this
Agreement shall not operate or be construed as a waiver of any
subsequent breach by the Employee.
9. INTERPRETATION
This Agreement, having been executed by both parties in the State of
California, shall be enforceable in and under the laws of the State of
California.
10. PARTIAL INVALIDITY
If any provision of this Agreement or any specific application shall be
invalid or unenforceable, the remainder of this Agreement shall not be
effected and each provision of this Agreement shall be valid and
enforceable to the maximum extent permitted by law.
IN WITNESS WHEREOF, the parties have hereto set their hands and seals
the day and year first above written.
By: By:
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Xxxxx Xxxx Xxxxxx X. Xxxxxx
President, Director
Recycling Centers of America, Inc.
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