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EXHIBIT 10.12
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of
October 1, 1997 by and between ZEROS USA, Inc., ("the Employer"), of 000 Xxxxx
Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx, and Xxxxx Xxxxx, ("the Employee").
The parties agree as follows:
1. EMPLOYMENT. Employee shall provide to Employer the services described as
follows:
President and Chief Executive Officer
Employee shall report to the Board of Directors
2. TERM. The term of the Engagement shall be for a three-year period.
3. 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.
HAZARDOUS DUTY.
Employee agrees not to participate personally in any activity related to
extinguishing oil or gas well fires or any other hazardous duty related to the
oil and gas industry. Employee is not proscribed from consulting with, directing
or instructing any other individual in any other company in procedures in
extinguishing oil or gas well fires.
4. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee a salary of
$120,000.00 per year. Increases are subject to quarterly performance reviews.
This amount shall be paid semi-monthly on the first day and the fifteenth day of
the month. 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.
Employee shall also be entitled to have his medical benefit plan paid by
Employer, to include medical, dental, vision and group life insurance.
Employer shall also assume all personal warrant obligations owed by Employee to
any and all parties in interest regarding Employer stock.
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5. BONUS COMPENSATION. Bonus compensation shall be provided as follows:
Bonus compensation shall be determined by the Board of Directors.
6. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The Employer
will reimburse Employee for "out-of-pocket" expenses in accordance with Employer
policies in effect from time to time.
7. 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.
8. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
- machinery
- products
- prices
- apparatus
- costs
- discounts
- future plans
- business affairs
- customer lists
- copyrights
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 in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it 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.
9. 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.
10. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a period
of one year 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.
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11. NON-COMPETE AGREEMENT. Recognizing that the various items of Information
are special and unique assets of the company, 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 encompassing all of the
Continental United States. Directly or indirectly engaging in any competitive
business includes, but is not limited to,
(i) engaging in a competing 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.
Employee agrees that this non-compete provision will not adversely affect the
Employee's livelihood.
13. VACATION. Employee shall be entitled to six 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.
14. SICK LEAVE/PERSONAL BUSINESS. After completion of six months of employment,
Employee shall be entitled to ten day(s) paid time due to illness or personal
business, each year of employment beginning on the first date of Employee's
employment.
Sick leave may be accumulated from year to year up to a total of thirty days.
Unused sick leave benefits in excess of thirty days may be converted into cash
compensation at a rate of $_____ per hour.
If Employee is unable to work for more than five days because of sickness or
total disability, and if Employee's unused sick leave is insufficient for such
period, Employee's unused vacation time in excess of twenty days shall be
applied to such absence.
All requests for sick days and personal days off shall be made by Employee in
accordance with Employer policies in effect from time to time.
15. 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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16. TERMINATION. This Agreement may be terminated by either party upon sixty
days written notice. If Employer shall so terminate this Agreement, Employee
shall be entitled to compensation for six months, plus full vested time in
deferred compensation, 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 the date of such
termination. The compensation paid under this Agreement shall be the Employee's
exclusive remedy.
17. 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 thirty days'
written notice to Employee.
18. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with all of the
rules and regulations of Employer.
19. 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 agreement signed by the Employee.
20. 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:
ZEROS USA, Inc.
Board of Directors
000 Xxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Employee:
Xxxxx Xxxxx
X.X. Xxx X
Xxxxxxxxx, Xxxxx 00000
Such addresses may be changed from time to time by either party by providing
written notice the manner set forth above.
20. 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.
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21. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
22. 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.
23. 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.
24. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Texas.
Employer:
ZEROS USA, Inc.
By:
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Xxxxx Xxxxxx, Secretary
AGREED TO AND ACCEPTED.
Employee:
By:
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Xxxxx Xxxxx
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