EXHIBIT 10.19
EMPLOYMENT AGREEMENT
Xxxx.xxx, Inc ("Employer"), a Nevada corporation, hereby agrees to employ Xxxxxx
X. Xxxxx, ("Employee") as CFO upon the following terms and conditions:
ARTICLE I: PROFESSIONAL SERVICES. The Employee is to manage and lead Xxxx.xxx,
Inc., its employees and shareholders to long-term success and furtherance of
Xxxx.xxx, Inc's mission. Employee agrees to provide professional and managerial
services exclusively to Xxxx.xxx, Inc. during the term of this Agreement. Any
professional or managerial services performed with or without pay in an industry
in which Xxxx.xxx, Inc. conducts business must be pre-approved by the Board of
Directors in writing. The Employee reports to and is supervised by the Board of
directors. This Agreement is a contract for personal services and cannot be
assigned or delegated. The services shall be performed in Albuquerque, and such
other Xxxx.xxx, Inc. sites as may be added over time.
Except as expressly provided in this Agreement, all Xxxx.xxx, Inc. policies and
procedures shall apply to Employee. If this Agreement conflicts with Xxxx.xxx,
Inc policies and procedures, the terms of the Employment Agreement shall
control.
ARTICLE II: DUTIES. During the term of the contract, Employee shall devote
his/her best efforts to manage and lead all aspects of Xxxx.xxx, Inc. to ensure
long-term success and further the mission as defined by the Board of Directors.
Employee, with the Board, develops and executes long and short-range plans to
guide the direction and development of Xxxx.xxx, Inc. The Employee ensures that
all of the organization's business is conducted in a manner consistent with the
Board's policies, Xxxx.xxx, Inc policies, and the law. Employee takes an active
role in furthering the awareness and practice of Xxxx.xxx, Inc principles among
the Board, employees and shareholders. Employee oversees and reviews all
operational and supervisory functions, and directly supervises and collaborates
with Team Leaders, Directors, Managers, Human Resources Manager, Finance
Department Manager, and outside consultants. Employee reports operational,
managerial and financial information to the Board of Directors. Employee is
responsible for communicating and implementing Xxxx.xxx, Inc policies,
developing annual budget, maintaining financial stability and profitability of
Xxxx.xxx, Inc, developing and maintaining business plan. Services shall be
provided as described in the official job description of the position, or any
modification, written or oral, to such description, as the President may deem
appropriate.
ARTICLE III: COMPENSATION AND FRINGE BENEFITS. In exchange for all of the
services rendered by Employee Xxxx.xxx, Inc shall pay Employee a monthly salary
of $_7,500_______. Employee is eligible for quarterly/monthly/annual bonuses.
Employee is also entitled to Car paid for by the company not to exceed $80,000
in value. Employee shall enjoy all Xxxx.xxx, Inc terms and conditions of
employment as they are offered to other Xxxx.xxx, Inc employees, except to the
extent expressly modified by this Agreement.
ARTICLE IV: AUTHORITY TO BIND. The Employee shall have the authority to
contractually bind Xxxx.xxx, Inc on any contract that is reasonably necessary or
prudent to achievement of the business objectives of Xxxx.xxx, Inc up to
$500,000. Any contract for more than $500,000 must be approved in writing by the
Board of Directors. Any contract over $500,000 entered into without written
authority from the President/CEO shall not be binding upon Xxxx.xxx, Inc or the
Board of Director. The Board of Directors specifically reserves the right to
reject any application or contract or to cancel any application or contract or
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part thereof even after acceptance, for any reason that the Board of Directors
deems appropriate.
ARTICLE V: CONFIDENTIALITY/ Xxxx.xxx, Inc PROPERTY. Employee agrees that all
management information, including without limitation, personnel records,
financial statements, pricing structure or strategies, customer lists, etc.,
that may be furnished, disclosed or created by Employee during the term of this
Agreement shall be deemed to be confidential, and shall not be disclosed by
Employee without the express permission of the President/CEO. Employee shall use
such confidential information only in connection with and for purposes of
performing duties under the Agreement, and shall not duplicate or retain copies
of such information after Employee's employment has ended. Upon the termination
of this Agreement, irrespective of the time, manner or cause of termination,
Employee will surrender to Xxxx.xxx, Inc all information written or otherwise in
connection with Xxxx.xxx, Inc `s customers or business as well as any other
property of Xxxx.xxx, Inc.
ARTICLE VI: TERM AND TERMINATION. The term of this Agreement shall be 5 years
unless terminated for any reason by either party by written notice given at
least thirty days in advance of such termination. This Agreement will commence
on the date it is signed, unless another date is specified in writing on the
face of this Agreement. If the Agreement is not terminated by either party
during the initial 5 year term, the Agreement shall continue under the terms and
conditions herein for a period of one year, from year to year, until either
party terminates this Agreement by at least thirty days written notice.
Notwithstanding the foregoing, Xxxx.xxx, Inc may terminate Employee's Agreement
without prior notice at any time for Employee's breach of any aspect of this
Agreement, gross misconduct, violation of Xxxx.xxx, Inc policies and procedures.
Xxxx.xxx, Inc shall be under no obligation to Employee, except to pay Employee
for services rendered up to the date of termination of this Agreement.
ARTICLE VII: NON-COMPETITION. Employee will not, during or after the term of
this Agreement, interfere with or disrupt, or attempt to interfere with or
disrupt, any business relationship, contractual or otherwise, or good will
between Xxxx.xxx, Inc and any other party, including clients or prospective
clients, suppliers, agents, or shareholders of Xxxx.xxx, Inc or its affiliates.
Employee shall not engage in a business in any manner similar to or in
competition with Xxxx.xxx, Inc `s business for a period of one year from the
date of termination of this Agreement within the city limits of Albuquerque.
ARTICLE VIII: INTEGRATION. This Agreement contains the entire agreement between
the parties and supersedes all prior oral or written agreements, understandings,
commitments or practices between the parties. No amendments to this agreement,
except as expressly provided herein, may be made, except by a writing signed by
Employee and the President/CEO. In the event of a conflict between this
Agreement and any other Xxxx.xxx, Inc policy, procedure, or promise whether
written or oral, this Agreement shall control.
ARTICLE IX: ARBITRATION. Any disputes relating to the meaning, interpretation,
application, or breach of this Agreement, including any disputes relating to
Employee's employer or termination thereof, shall be resolved through binding
arbitration, according to the rules of the American Arbitration Association. The
law of New Mexico shall control any and all disputes relating to the Agreement
or the employment. Any costs and attorney fees incurred in arbitrated dispute
resolution shall be reimbursed to the prevailing party by the non-prevailing
party. Any dispute resolution proceeding shall be commenced within six (6)
months of the dispute.
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ARTICLE X: SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the other provisions hereto and the Agreement
shall be construed as though such invalid or unenforceable provision was
omitted.
The parties understand and intend to be bound by all of the clauses contained in
this document. Employee indicates acceptance of this entire Agreement by his/her
signature and date affixed to this Agreement. Employee shall return a signed
copy of this Agreement to Xxxx.xxx, Inc.
Employee Xxxx.xxx, Inc
By (Signature):_s/Xxxxxx Xxxxx By (Signature): _s/Xxxxxxxxx Xxxxx, Xx
Name (Printed): Xxxxxx Xxxxx Name (Printed): Xxxxxxxxx Xxxxx, Xx
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Chairman of Board of Directors
Effective date of Agreement if other than the date signed:
January 1, 2004
Executed this 18th day of Executed this 18th day of
September, 2003 September, 2003
