EMPLOYMENT AGREEMENT
BETWEEN
THE XXXXX GROUP, INC.
AND
XXXXXX XXXXXXXXXXX, XX.
AGREEMENT dated this May 1, 2000, between the Company, THE XXXXX GROUP, INC., a
Delaware corporation (hereinafter the "Company") which has its principal place
of business at 00 Xxxxxxx Xxxxx, Xxxx Xxxxxxxx, XX 00000, and Xxxxxx
Xxxxxxxxxxx, Xx. (hereinafter the "Employee").
WHEREAS, the Company desires to acquire the services of Employee because of his
special knowledge and skills; and,
NOW, THEREFORE, in consideration of the foregoing, the following is agreed:
1. DUTIES
The Company hereby employs Xx. Xxxxxxxxxxx, Jr. as the President of The Xxxxx
Group, Inc. which has been conveyed this day to the Company, having powers and
duties in that capacity as set for the from time to time by the President of the
Company. Employee shall devote his full time and best efforts to the Business of
the Company.
2. COMPENSATION
As compensation for his services to the Company, in whatever capacity rendered,
the Company shall pay to Employee once every two weeks the sum of $2,500 as
gross salary. This salary shall be paid over the term of this Agreement which is
one (1) year(s). This Agreement shall be renewed for an additional year or
remain in effect after the term of this agreement provided that all material
terms of this Agreement are performed by Employee and provided that both
mutually agree.
In addition, Employee shall be entitled to options under the company's
Non-Statutory Option Plan. The Employee shall be granted the option to purchase
an aggregate of 100,000 shares of The Xxxxx Group, Inc. common stock, $0.001 par
value per share, at an exercise price of $0.05. Upon signing this agreement, the
Company will file the appropriate registration statement and upon filing
registration statement, Employee may exercise these options at any time within
the plan's limitations.
3. EXPENSES
The Employee may incur reasonable expenses including expense for travel,
entertainment and similar items. All expenses must be pre-approved. The Company
will reimburse the Employee for all such expenses upon the presentation by the
Employee, from time to time, of an itemized account justifying such
expenditures. Such reimbursement shall be provided within 30 working days of
such presentation by Employee. If the Company determines, in its sole
discretion, that this method allowing expenses is not in the best interest of
the Company, the Company may impose such other method, if any, for allowing such
expense, including elimination of the same.
4. TERMINATION
This Agreement may be immediately terminated in any one of the following
manners:
1. The death of Employee;
2. The failure of the company, as evidenced by filing under the Bankruptcy Act
for liquidation, or the making of an assignment for the benefit of
creditors;
3. A material breach of this Agreement executed between the Company and the
Employee; or
4. The Employer may immediately terminate for Just Cause. For purposes of this
Agreement "Just Cause" shall mean only the following: (i) a final
non-appeal able conviction of or a plea of guilty or nolo contendere by the
Employee to a felony or misdemeanor involving fraud, embezzlement, theft,
dishonesty, or other criminal conduct against the Company; (ii) habitual
neglect of the Employee's duties or failure by the Employee to perform or
observe any substantial lawful obligation of such employment that is not
immediately remedied, or (iii) failure of the Employee to comply with the
policies and procedures of the Company. In the event of termination of this
Agreement other than for death, the Employee hereby agrees to resign from
all positions held in the Company, including, without limitation, any
positions as a director, officer, agent, trustee or consultant of the
Company or any affiliate of the Company.
5. NONCOMPETITION, TRADE SECRETS, ETC.
During the term of this Agreement and at all times thereafter, Employee shall
not use for his personal benefit, or disclose, communicate or divulge to, or use
for the direct or indirect benefit of any person, firm, association or company
other the Company, any material or information regarding the business methods,
business policies, billing and collection policies and procedures, techniques,
research or development projects or results, trade secrets, or other knowledge
or processes under or developed by the Company or any names and addresses of
customers, or any data on or relating to past, present, or prospective customers
or any other confidential information relating to or dealing with the business
activities of the Company, made known to Employee or learned or acquired by
Employee while in the employ of the Company.
Any and all writing, inventions, improvements, processes, procedures and/or
techniques which Employee may make, conceive, discover or develop, either solely
or jointly with any other person or persons, at any time during the term of this
Agreement, whether during working hours or at any other time and at the request
or upon the suggestion of the Company which relate to or are useful in
connection with any business now or hereafter carried on or contemplated by the
Company, including developments or expansions of its present fields of
operations, shall be the sole and exclusive property of the Company. Employee
shall make full disclosure to the Company of all such writings, inventions,
improvements, processes, procedures and techniques, and shall do everything
necessary or desirable to vest the absolute title thereto in the Company.
Employee shall write and prepare all specifications and procedures regarding
such inventions, improvements, processes, procedures and techniques and
otherwise aid and assist the Company so that the Company can prepare and present
applications for copyright or Letters Patent wherever possible, as well as
reissues, renewals, and extensions thereof, and can obtain the record title to
such copyright or patents so that the Company shall be the sole and absolute
owner thereof in all countries in which it may desire to have copyright or
patent protection. Employee shall not be entitled to any additional or special
compensation or reimbursement regarding any and all such writings, inventions,
improvements, processes, procedures and techniques.
6. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of New Jersey and
shall be enforceable only in the Superior Court of New Jersey for Bergen County.
If any provision of this Agreement is declared void, such provision shall be
deemed severed from this Agreement, which shall otherwise remain in full force
and effect.
7. BINDING EFFECT
This Agreement shall have binding effect upon the parties hereto, when approved
by the Board, and upon their respective personal representatives, legal
representatives, successors and assigns. Any waiver of any breach of this
Agreement shall be made in writing and shall be applicable only to such breach
and shall not be construed to waive any subsequent or prior breach other than
the specific breach so waived.
8. SUPERSEDES EARLIER AGREEMENTS
This Agreement supersedes all earlier agreements between the Employee and the
Company with respect to Employee's employment by the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
written above.
/s/ Xxxxxx Xxxxxxxxxxx, Xx. /s/ Xxxxxx Xxxxxxxxxxx, Xx.
President
The Xxxxx Group, Inc.
