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EXHIBIT 10.(b)
EMPLOYMENT AGREEMENT
The undersigned, Recycling Centers of America, Inc., hereinafter referred to as
the `Company', and the undersigned, Xxxxxxx X. Xxxxxx, hereinafter referred to
as `Employee', enter into this Agreement this 1st day of June 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 Vice President of Recycling
Centers of America, Inc., as of the date of this Agreement. Employment
is for a term of five (5) years from the date hereof, subject to
termination by the Company pursuant to Section 6, hereof, automatically
renewable for additional one-year terms 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 $96,000.00, subject to increase upon each
anniversary date in the sole discretion of the Company. Normal
increases 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 750,000 shares of common restricted stock in
RCAI has been granted in Employee's name. Options will be vested
annually, subject to continued employment, and released to Employee
as per the schedule below. The corresponding number of share options
shall be vested to Employee at the purchase values and on the dates
indicated.
No. Options Date Available Exercise Price
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200,000 1 June 1999 $0.30 per share
275,000 1 June 2000 $0.40 per share
275,000 1 June 2001 $0.40 per share
Additional stock options shall be granted to Employee each year
following the above schedule on the anniversary date of this
agreement, the amount and price of which to be determined solely
by the Company.
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(b) Employee shall be entitled to a vehicle allowance of up to $550.00
per month.
(c) Employee shall be entitled to three (3) weeks (fifteen working days)
paid vacation, the observance of major holidays as specified by the
Company.
(d) The Company shall reimburse Employee for all business expenses
incurred by Employee for all business activities on behalf of the
Company.
3. POSITION AND DUTIES
Employee will devote his time, energy and attention to the management
of Recycling Centers of America, Inc. matters. These matters will
include (not listed in order of importance), but shall not be limited
to, the following:
(a) Monitoring of and Reporting on Subsidiary Companies
Employee shall be responsible for monitoring and reporting on the
efforts of each of the Company's subsidiary companies' business
activities. Employee shall prepare and submit to the Chief
Executive Officer of Recycling Centers of America, Inc. on a
monthly basis detailed sales, marketing, financial (cash flow and
profit and loss statements), contract and general company status
reports for each of the subsidiary companies.
(a) ADMINISTRATION
Employee shall be responsible for:
i. Development and implementation of personnel programs,
preparation and maintenance of personnel files and hiring and
firing personnel as determined by the Company's Chief
Executive Officer and Board of Directors.
ii. Insuring that all required filings and reports to regulatory
entities (e.g. SEC) by the Company are filed correctly and in
a timely fashion.
iii. Participation in coordinating the preparation of quarterly and
annual financial statements and audited financial statements
on the Company for submission to the Chief Executive Officer
of the Company.
iv. Preparation and submission to the Chief Executive Officer of
the Company for approval, all News Releases from the Company
to its shareholders and be responsible for the dissemination
of such News Releases along with any advertising/promotional
material.
v. Employee will provide courteous and professional
representation of Recycling Centers of America, Inc. at all
times.
vi. Maintenance and defense of patents and for the filing of new
patents by the Company or any of its subsidiaries and shall
submit reports regarding such to the Chief Executive Officer
of the Company.
vii. Review of proposed corporate acquisitions by the Company and
for the submission of detailed reports on such proposed
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acquisitions to the Chief Executive Officer of the Company.
4. DISCLOSURE OF INFORMATION BY EMPLOYEE
Employee recognizes and acknowledges that the list of Company's
customers, suppliers, representative firms, the purchase and sales
agreements used and terms thereof, together with other documents and
Company's methods of business operations which Employee may have access
to are valuable, special and unique assets of the Company. Employee,
therefore, will not DURING, OR FOR A PERIOD OF ONE YEAR AFTER the term
of this association with Company, disclose the list of Company's
customers, suppliers or representative firms or any part thereof to any
person, firm, corporation, association or entity for any reason or
purpose whatsoever, nor disclose to such entities the method of
operation of Company unless Company gives prior written approval of said
use.
5. DURATION OF THIS AGREEMENT
This Agreement will remain in full force and effect from the date hereof
through (five years from date). Thereafter, it shall continue until
terminated.
6. TERMINATION OF THIS AGREEMENT
Either party shall have the privilege, with cause, to terminate this
Agreement by giving the party six months notice, in writing, of such
termination. Upon termination of the 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 six-month notice
period, Company reserves the rights to hold final paychecks until nature
of debts are satisfied. Employee shall be paid six months salary plus
any unused vacation pay immediately upon any termination.
7. COMPLETE AND FINAL AGREEMENT
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
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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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Xxxxxxx X. Xxxxxx O. Xxxxx Xxxx, CEO/Director
Recycling Centers of America, Inc.
Date: Date:
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