REFERENCE 10.1
EMPLOYMENT CONTRACT - XXXX XXXXX
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EMPLOYMENT AGREEMENT
This employment agreement (this "Agreement") is made effective as of November 2,
1998, by and between Nova Pharmaceutical, Inc, ("the Employer"), of 00000 Xxxxxx
Xxxxx, xxxxx 0x, Xxxx Xxxxxxxx, Xxxxxxxxxx, 00000, and Xxxx Xxxxx, (the
Employee"), of 00000 Xxxxxxx Xxx #000, Xxxxxxxx, Xxxxxxxxxx, 00000.
A. Employer is engaged in the business of manufacturing and distributing
natural food supplements. The Employee will primarily perform the
job duties at the following location: 00000 Xxxxxx Xxxxx, Xxxxx 0X,
Xxxx Xxxxxxxx Xx. 00000.
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree to:
1. EMPLOYMENT. Employer shall employ Employee as a Senior Vice President-Sales
and Marketing and National Sales and Marketing Director. Employee shall
provide to Employer the following services: As part of your duties, you will
be responsible in preparing and developing the yearly sales figures for years
three through five. These figures are to be submitted to the Company for
approval 90 days prior to the end of the Company's fiscal year. Employee
accepts and agrees to such employment, subject to the general supervision,
advice and direction of Employer and the Employer's supervisory personnel.
Employee shall also perform (i) such other duties as are customarily
performed by an employee in a similar position, and (ii) such other and
unrelated services and duties as may be assigned to Employee from time to
time by Employer.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and
talents, all of the duties that may be required by the express and implicit
terms of this Agreement, to the reasonable satisfaction of Employer. Such
duties shall be provided at such place(s) as the needs, business, or
opportunities of the Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee an annual salary of
$90,000 payable in accordance with Employer's usual payroll procedures. Upon
termination of this Agreement, payments under this paragraph shall cease;
provided, however, that the Employee shall be entitled to payments for
periods or partial periods that occurred prior to the date of termination and
for which the Employee has not yet been paid. Accrued vacation will be paid
in accordance with state law and the Employer's customary procedures. This
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section of the Agreement is included only of accounting and payroll purposes
and should not be construed as establishing a minimum or definite term of
employment.
4. BONUS PAYMENTS. Employee shall receive a bonus equal to ten percent (10%) of
Employee's base salary if the Gross Sales of the Company are within eighty
percent (80%) of the Plan. If the Gross Sales Volume are within one hundred
percent (100%) of the Plan a bonus equal to twenty percent (20%) of
Employee's base salary shall be paid. Should the Gross Sales of the company
exceed twenty percent (20%) or more of the Plan, then Employee shall receive
a bonus equal to thirty percent (30%) of his base salary. This bonus payment
will be paid monthly on the ninety days after the close of the calendar year
day of the following month. Upon request by Employee, Employer will make
advances against expected commissions in accordance with Employer's usual
policies.
a. Right to Inspect. The Employee, or the Employee's agent, shall have the
right to inspect Employer's records for the limited purpose of
verifying the calculation of the commission payment, subject to such
restrictions as Employer may reasonably impose to protect the
confidentiality of the records. Such inspections shall be made during
reasonable business hours as may be set by Employer.
5. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The Employer
will reimburse Employee for the following "out of pocket" expenses in
accordance with Employers policies in effect form time to time:
Travel expenses
Meals
Professional dues and expenses
6. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide Employer
with all information, suggestions, and recommendations regarding Employer's
business, of which Employee has knowledge that will be of benefit to
Employer.
7. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
Inventions
Products
Prices
Costs
Future plans
And other vital information (collectively, "Information") which are valuable,
special, and unique assets of Employer. Employee agrees that the Employee
will not at any time or in any manner, either directly or indirectly,
divulge, disclose, or communicate any Information to any third party without
the prior written consent of the Employer. Employee will protect the
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Information and treat is as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Agreement and will
justify legal and/or equitable relief.
8. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Employer shall be entitled to an injunction to restrain Employee
from disclosing in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
9. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in force and effect for a One-year
period after the termination of Employee's employment. During such One-year
period, neither party shall make or permit the making of any public
announcement or statement of any kind that Employee was formerly employed by
or connected with Employer.
10.NON-COMPETE AGREEMENT. Employee recognizes that the various items of
Information are special and unique assets of the company and need to be
protected from improper disclosure. In consideration of the disclosure of the
Information to Employee, Employee agrees and covenants that for a period of
one year following the termination of this Agreement, whether such
termination is voluntary or involuntary, Employee will not directly or
indirectly engage in any business competitive with Employer. This covenant
shall apply to the geographical area that includes, but is not limited to,
(i) engaging in a business as owner, partner, or agent, (ii) becoming an
employee of any third party that is engaged in such business, (iii) becoming
interested directly or indirectly in any such business, or (iv) soliciting
any customer of Employer for the benefit of a third party that is engaged in
such business.
11.EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Employee shall not have the
right to make any contracts o9r commitment for or on behalf of Employer
without first obtaining the express written consent of Employer.
12.VACATION. Employee shall be entitled to two weeks of paid vacation for each
year of employment beginning on the first day of Employee's employment. Such
vacation must be taken at a time mutually convenient to Employer, and
Employee, and must be approved by Employer. Requests for vacation shall be
submitted to Employee's immediate supervisor sixty days in advance of the
requested date such vacation would commence.
13.SICK LEAVE. After completion of ninety days of employment, Employee shall be
entitled to _______ hour(s) paid time due to illness each calendar year
effective January 1,1998. Sick leave benefits may not be converted into cash
compensation. All requests for sick days off shall be made by Employee in
accordance with Employer policies in effect from time to time.
14. HOLIDAYS. Employee shall be entitled to the following holidays with
pay during each calendar year: New Year's Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, Christmas Day.
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15. INSURANCE BENEFITS. Employee shall be entitled to insurance benefits,
in accordance with the Employer's applicable insurance contract(s) and
policies, and applicable state law. These benefits shall include: Health
Insurance.
16.OTHER BENEFITS. Employee shall be entitled to the following additional
benefits: If eighty percent 80%) if the sales volume based on Plan is
achieved then Employee shall be entitled to five thousand (5000) shares of
stock at a value of $2.00 a share which will become vested immediately. If
one hundred percent (100%) of the sales volume based on the Plan is achieved
then the Employee shall be entitled to ten thousand (10,000) shares of stock
at $2.00 a share. Should twenty five percent (25%) or more of sale volume
based on the Plan be achieved, then Employee shall be entitled to twenty five
thousand (25,000) shares of stock at $2.00 per share.
17.TERM/TERMINATION. Employee's employment under this agreement shall be for
an unspecified term on an "at will" basis. This Agreement may be
terminated by either party upon two weeks notice. If Employer shall so
terminate this Agreement, the Employee is entitled to a proration of any
bonuses earned. If the employee leaves the Company for any reason, the
Company's stock is to be relinquished at the value of $2.00 per share, unless
the Employee is in violation of this Agreement. If Employee is in violation
of this Agreement, Employer may terminate employment without notice and with
compensation to Employee only to date of such termination.
18.TERMINATION FOR DISABILITY. Employer shall have the option to terminate this
Agreement, if Employee becomes permanently disabled and is no longer able to
perform the essential functions of the position with reasonable
accommodation. Employer shall exercise this option by giving 30 days written
notice to Employee.
19.COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with
all of the rules and regulations of Employer.
20.RETURN OF PROPERTY. Upon termination of this Agreement, the Employee shall
deliver all property (including keys, records, notes, data, memoranda, models,
and equipment) that is in the Employee's possession or under the Employee's
control which is Employer's property or related to Employer's business. Such
obligation shall be governed by any separate confidentiality or proprietary
rights signed by the Employee.
21. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage paid, addressed as follows:
Employer:
Nova Pharmaceutical, Inc.
Xxxxx Xxxx CEO and President
00000 Xxxxxx Xx Xxxxx 0x
Xxxx Xxxxxxxx, Xx 00000
Employee:
Xxxx Xxxxx
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00000 Xxxxxxx Xxx Xxx X 000
Xxxxxxxx Xx 00000
Such address may be changed from time to time by either party by providing
written notice in the manner set forth above
22. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
23. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
24. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.
25. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance
with every provision of this Agreement.
26. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California.
Employer:
Nova Pharmaceutical, Inc
By: /s/ Xxxxx Xxxx
Xxxxx Xxxx
CEO and President
AGREED TO AND ACCEPTED
/s/ Xxxx Xxxxx
By Xxxx Xxxxx 11-3-98
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