AGREEMENT made this 3st day of April, 1999 between XxxXxxXxxxxx.xxx, Inc.,
hereafter referred to as the "Corporation," and Xxxxxxx Xxxxxx, hereinafter
referred to as the "Employee."
W I T N E S S E T H:
In consideration of the mutual convenants and agreements
herein contained, the parties hereto agree as follows:
1. A. The Corporation shall employ the Employee and the Employee agrees to
be employed by the Corporation as Chief Financial Officer, for a period of two
(2) years beginning April 1, 1999 and ending March 31, 2001 at a salary at the
rate of $ 50, 000.00 per annum for the period April 1, 1999 and ending March 31,
2000 and at the rate of $62, 500.00 per annum for the period April 1, 2000 and
ending March 31, 2001 payable in equal biweekly installments during the life of
this Agreement. The Employee shall perform all duties that are assigned by the
Corporation, and the Employee acknowledges that the position may be changed and
the duties may be increased, decreased, or otherwise modified at any time in the
sole discretion of the Corporation.
B. In addition to the salary set forth above, the employee shall be
paid a bonus of up to twenty-five percent (25%) of the base salary of the prior
contract year. Said amount to be determined and approved by the Corporation's
Board of Directors. Bonus is to be paid within thirty (30) days of the
completion of each contract year (March 31).
C. At the completion of each contract year (March 31), the employee
will be offered options to purchase 20,000 shares of company stock at a price of
$2.00 per share.
2. The Employee will devote full time and use best efforts in furtherance
of the business of the Corporation and will not be engaged or employed, directly
or indirectly, in any other business or enterprise which in any way conflicts
with the business interests of the Corporation. The Employee has no commitment
or obligation of any kind which is inconsistent with the performance of his or
her duties under this Agreement The Employee may perform his duties and
responsibilities from outside of the Corporate office, but will be available to
return to the office as needed.
3. The Employee will promptly disclose to the Corporation all inventions,
ideas, designs, methods, systems, improvements, formulae or processes conceived
by the Employee, solely or jointly with others, whether or not patentable, which
in any way concern or relate to the business of the Corporation or to the
industries of which the Corporation is a part, and to execute all instruments
necessary to effect disclosure, assignment and patent protection thereof.
4. Employee shall not during or after the expiration or termination of
this Agreement, use, divulge, furnish or make accessible to any person, firm,
corporation or other business entity, any trade secret, technical data, or
proprietary matter relating to the business, practices, methods, or any
confidential or secret aspect of the business of the Corporation.
5. A. This Agreement shall continue in full force and effect for the
period set forth in Paragraph 1, unless sooner terminated:
i. the death of the Employee, in which case the effective date
of termination shall be the Employee's date of death, on which date the
payment of compensation shall cease.
ii. for cause only, in which case the effective date of
termination shall be the date the payment of compensation shall cease;
iii. for disability, in which case, the employee shall be paid
the regular salary for a period of up to six (6) months.
B. If the corporation does not renew the agreement after the initial
two (2) year tem, a severance payment of six (6) months salary shall be paid to
the employee in lump sum.
7. The Employee shall bear all expenses incurred in connection with the
performance of duties hereunder, without reimbursement by the Corporation,
except those expenses, if any, for which reimbursement will be expressly
authorized, it being understood and agreed that the termination fixed in this
Agreement includes all unreimbursed expenses.
8. This Agreement shall not be renewable, except in writing and signed by
both parties. In the event the Employee shall remain in the employ of the
Corporation on and after the expiration date hereof, without a written agreement
covering a definite extended period, such continuing employment shall be at the
compensation rate set forth above and shall be terminable at the will of either
party.
9. All notices under this Agreement shall be in writing and if to the
Corporation, will be duly given if sent by certified or registered mail, return
receipt requested, to it at New XxxXxxxxx.xxx, Inc., 0000 X. Xxxxxx Xxxxxx,
Xxxxx 0, Xxxx Xxxxx, Xxxxxxx 00000 (Attn: Xxxxxxx Xxxxxx) and, if to the
Employee, will be duly given if sent by certified or registered mail, return
receipt requested, to the Employee's last known address, or to such other
addresses as either party may hereafter designate in writing for this purpose.
10. This Agreement, and all of the Corporation's personnel policies and
practices in effect from time to time, constitute the entire understanding
between the parties, and supersede all prior or contemporaneous verbal or
written agreements or communications. The Corporation, in its sole discretion,
shall have the right to maintain or establish, and to revise, alter, amend or
terminate any personnel policy or practice with or without prior notice to the
Employee. No modification hereof shall be valid unless in writing and signed by
the Employee and an executive officer of the Corporation, and no discharge of
the terms hereof shall be deemed valid unless by full performance or in writing
and signed by both parties. Any waiver by the Corporation of any provision or
condition of this Agreement to be performed by the Employee shall not constitute
a continuing waiver, and the Corporation shall always retain the right to insist
upon full and complete performance of all the provisions and conditions hereof.
11. This Agreement is made in the State of Florida and shall be governed
and construed exclusively and entirely in accordance with the laws of the State
of Florida. It shall inure to the benefit of, and be binding upon, the
Corporation, its successors and assigns, and upon the Employee, the Employee's
heirs, executors, administrators and legal representative. It shall not be
assignable by the Employee without the express written consent of the
Corporation, but may be readily assignable by the Corporation. All references
herein to the Corporation shall be deemed to include all subsidiaries, divisions
and affiliates of the Corporation, both presently existing and hereafter formed.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
set forth above.
XxxXxxXxxxxx.xxx,Inc.
By _________________
____________________
Employee
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