1
EXHIBIT 10.5
--------------------------------------------------------------------------------
INTERNATIONAL BARTER CORP.
EXECUTIVE EMPLOYMENT AGREEMENT
--------------------------------------------------------------------------------
This Executive Employment Agreement ("Agreement") is made and effective this
November 24, 1998 by and between International Barter Corp., a Nevada
Corporation (Company) and Xxxx Xxxxx (Executive).
NOW, THEREFORE, the parties hereto agree as follows:
1. EMPLOYMENT:
Company hereby agrees to employ Executive as its Vice-President of Marketing and
Operations and Executive hereby accepts such employment in accordance with the
terms of this Agreement and the terms of employment applicable to regular
employees of Company. In the event of any conflict or ambiguity between the
terms of this Agreement and terms of employment applicable to regular employees,
the terms of this Agreement shall control.
Election or appointment of Executive to another office or position, regardless
of whether such office or position is inferior to Executive's initial office or
position, shall not be a breach of this Agreement.
2. DUTIES OF EXECUTIVE:
The Executive shall be responsible for and have such authority and such
responsibility as are normally inherent in such office. Executive shall report
directly to the President.
Executive shall devote his full working time, energy, skill, ability and
attention to the business of the Company and shall perform all duties in a
professional, ethical and businesslike manner which will further the business
and interests of Company or its affiliates.
Company is aware Executive is President of the Board of Lakehaven Utility. It
is important that the Company be of the utmost priority to the Executive at
all times.
3. COMPENSATION:
Executive will be paid compensation during this Agreement as follows:
- Base salary of $50,000.00 per year, payable in installments according
to the Company's regular payroll schedule, which is paid on the 1st and
15th of each month. The base salary shall be adjusted at the discretion
of the president and CEO.
- Travel and entertainment expenses incurred by the Executive while
performing business for the Company.
- Executive will be granted 40,000 stock options for each year of
employment under the terms of the Company's Stock Option Plan. The
initial 40,000 options granted for the first year of
-122-
2
employment have an Option Price of $0.8125 per share. The Company
will adjust the number of options pursuant to any forward or reverse
splits.
- Company will pay for seminars and continuing education courses in
management.
4. TERM AND TERMINATION:
A. Initial Term of this Agreement shall commence on December 1, 1998 and it
shall continue in effect for a period of three (3) years. Thereafter, the
Agreement shall be renewed upon the mutual agreement of Executive and Company.
B. This Agreement may be terminated by Executive at Executive's discretion by
providing at least thirty (30) days prior written notice to Company. In the
event of termination by Executive pursuant to this subsection, Company may
immediately relieve Executive of all duties and immediately terminate this
Agreement, provided that Company shall pay Executive at the then applicable base
salary rate to the termination date included in Executive's original termination
notice.
C. In the event that Executive is in breach of any material obligation owed
Company in this Agreement, habitually neglects the duties to be performed under
this Agreement, engages in any conduct which is dishonest, damages the
reputation or standing of the Company, or is convicted of any criminal act or
engages in any act of moral turpitude, then Company may terminate this Agreement
upon five (5) days notice to Executive. In event of termination of the agreement
pursuant to this subsection, Executive shall be paid only at the them applicable
base salary rate up to and including the date of termination. Executive shall
not be paid any incentive salary payments or other compensation, prorated or
otherwise.
D. In the event Company is acquired, or is the non-surviving party in a merger,
or sells all or substantially all of its assets, this Agreement shall not be
terminated and Company agrees to use its best efforts to ensure that the
transferee or surviving company is bound by the provisions of this
Agreement. Executive shall be compensated One Hundred Fifty Thousand Dollars
($150,000) from the above date in addition to whatever other sum may be due
him from Company, all of which shall be paid out in such manner as Executive
shall reasonably request.
E. In the event of cessation of employment, all options granted to Executive
will continue to vest under the Vesting Schedule in the Companies 1998 Stock
Option Plan as amended unless termination was a result of items related in
section 4C.
5. NOTICES:
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
-123-
3
If to Company:
International Barter Corp.
00000 Xxxxxxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxx XX 00000-0000
If to Executive:
Xxxx Xxxxx
00000 0xx XX X
Xxxxxxx Xxx, XX 00000
6. FINAL AGREEMENT:
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. Only a further writing that is duly executed by
both parties may modify this Agreement.
7. GOVERNING LAW:
This Agreement shall be construed and enforced in accordance with the laws of
the state of Washington.
8. HEADINGS:
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
9. NO ASSIGNMENT:
Neither this Agreement nor any or interest in this Agreement may be assigned by
Executive without the prior express written approval of Company, which may be
withheld by Company at Company's absolute discretion.
10. SEVERABILITY:
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
11. INDEMNIFICATION OF OFFICER
In addition to all other rights of indemnification he may have as an Officer of
the Company, he shall be indemnified by the Company for all reasonable expenses
and liabilities of any type or nature, including attorneys' fees, incurred in
connection with any action, suit or proceeding to which he is a party by reason
of, or in connection with his position as an Officer of the Company and against
all amounts paid by him in settlement thereof, provided that such settlement is
approved by independent legal counsel selected by the Company, except to the
extent that such expenses relate to matters for which it is adjudged that such
Officer is liable for willful misconduct; provided, that within 15 days after
the institution of any such action, suit or proceeding, the Officer involved
therein shall, in writing, notify the
-124-
4
Company of such action, suit or proceeding, so that the Company may have the
opportunity to make appropriate arrangements to prosecute or defend the same.
Company will supply officers liability insurance.
12. ARBITRATION:
The parties agree that they will use their best efforts to amicable resolve any
dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator or arbitrators may be entered
in any court having jurisdiction thereof. Any such arbitration shall be
conducted in King County, Seattle Washington, or such other place as may be
mutually agreed upon by the parties. Within fifteen (15) days after the
commencement of the arbitration, each party shall select one person to act as
arbitrator, and the two arbitrators so selected shall select a third arbitrator
within ten (10) days of their appointment. Each party shall bear its own costs
and expenses and an equal share of the arbitrator's expenses and administrative
fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
International Barter Corp.
By:_______________________________
Xxxx Xxxxx
Executive
Approved by action of the Board of Directors on November 24, 1998
By:_______________________________
Xxxxxx Xxxxx
President/CEO
-125-
