EXHIBIT 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement, hereinafter referred to as "Agreement," is made and
entered into this 15th day of October 1998, by and between Encore
International, Inc., an Oklahoma corporation (hereinafter referred to as
"Employer"), and Xxxxx Xxxxx (hereinafter referred to as "Employee").
In consideration of the mutual covenants and agreements contained herein,
Employee and Employer agree as follows:
Section One
EMPLOYMENT
Employer hereby employs, engages, and hires Employee as President and Chief
Executive Officer, and Employee hereby accepts and agrees to such hiring,
engagement, and employment, subject to the general supervision and pursuit to
the orders, advice, and direction of the Board of Directors of Employer.
Employee shall perform such duties as are customarily performed by the Chief
Executive Officer of a corporation of similar size and in a like or similar
business to that of the Employer. It is agreed and understood by both parties
that this Agreement is being entered into under the conditions that (1) a
Securities Purchase Agreement is executed between Employee and Xxx Xxxxxx, and
the Employee is issued shares according to said agreement, (2) none of the
terms and conditions of the Securities Purchase Agreement are breached and (3)
upon completion of the acquisition described in Section 3 of the Securities
Purchase Agreement and within ten (10) days thereafter, Encore's headquarters
and b usiness operations be relocated to Las Vegas and the name of the company
be changed to a mutually agreed upon name.
Section Two
BEST EFFORTS OF EMPLOYEE
Employee agrees that he will at all times faithfully, industriously, timely and
to the best of his ability, experience, and talents, perform all of the duties
that may be required of him pursuant to the express and implicit terms hereof
to the reasonable satisfaction of Employer in accordance with the standard
operating procedures of the Employer. Such duties shall be rendered at the
office of Employer, and at such other places as the interest or needs of the
employer shall require. Employee shall at all times conduct himself in the
performance of his duties in a manner not to bring discredit or embarrassment
to the Employer.
Section Three
TERM OF EMPLOYMENT
The term of this Agreement should be for the period of five (5) years
commencing October 15, 1998, and terminating October 15, 2003. The review and
negotiation of this Agreement shall be conducted by and through the Board of
Directors with the consent of the shareholders of the Employer.
Section Four
COMPENSATION OF EMPLOYEE
a.. Salary. Employer shall pay Employee and Employee shall accept payment for
Employee's services hereunder, minimum compensation at the rate of two hundred
thousand dollars ($200,000.00) per year. Annual raises shall be a minimum of a
ten percent (10%) increase for each year of this Agreement.
b. Other Compensation. During the term of this Agreement Employee shall
receive as additional compensation, one percent (1%) of the Employer's gross
sales revenues. Payment should be made within fifteen (15) days following the
close of the previous business month.
c. Distributorship. Throughout the term of this Agreement the Employee shall
have a distributorship in the multi-level operating entity for which the
Employee is contracted. The distributor relationship shall be maintained in
accordance with the policies and guidelines for all independently contracted
distributors.
d. Travel. Employer acknowledges that the successful operation and management
of its business will require the Employee to travel on behalf of, and for the
benefit of the Employer, and attend seminars, conventions, professional
meetings and meeting with selected individuals in the interest of Employer.
All costs associated with such activities and travel will be covered by
Employer or the Employee shall be reimbursed for any expenses incurred by
Employee. Employer shall provide corporate credit card(s) and provide suitable
executive accommodations, including first-class airfare for Employee.
e. Automobile. Throughout the term of this Agreement, Employee shall be
entitled to a company leased vehicle of like size, quality and luxury as is
currently driven by Employee, or at the discretion of the Employee. Employer
shall lease the existing vehicle from Employee and Employer shall pay for any
and all expenses attributable hereto.
f. Insurance. Employer shall provide payment for group medical and dental
insurance for Employee and his family, to the extent, form, type and amounts
that are established as customary with all of Employer's full-time management
employees.
g. Stock and Profit Incentive Programs. During the entire time this Agreement
is in effect and in addition to the compensation provided in other sections,
Employee shall be entitled to participate in any employee benefit or incentive
program. Such programs will be at the sole discretion of the Board of
Directors.
Section Five
VACATION TIME
Employee shall be entitled to three weeks of vacation for each twelve (12)
month period that Employee is employed by Employer in accordance with the
company employee policy with regard to vacation time.
Section Six
SICK LEAVE
Employee shall be entitled to sick days in accordance with Employer's standard
procedures for full-time employees.
Section Seven
TERMINATION DUE TO DISCONTINUANCE OF BUSINESS OR DEATH
In the event Employer shall discontinue operating its business, this Agreement
shall terminate as of the last day of the month on which Employer ceases
operations. This Agreement shall also immediately terminate on the last day of
the month following the death of Employee or total disability of Employee for
more than ninety (90) days.
Section Eight
AGREEMENT MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or
limitation contained herein shall be valid unless it is in writing and duly
executed by the parties, and no evidence of any waiver or modification shall be
offered or received in evidence of any proceeding, arbitration, or litigation
between the parties hereto arising out of or affecting this Agreement or the
rights or obligations of the parties hereunder unless such waiver or
modification is in writing duly executed as aforesaid. The parties further
agree that the provisions of this section may not be waived except as herein
set forth.
Section Nine
TERMINATION
a. Employee may terminate his employment with Employer at any time, subject
to notice provisions below, and Employer may only terminate Employee for cause,
as defined below. Employee agrees to give Employer at least sixty (60) days
notice of his intent to voluntarily terminate employment.
b. "For cause" shall include: material breach of this Agreement, illegal or
criminal activity, including theft and embezzlement, unethical conduct,
insubordination, or gross misconduct with regard to Employer's affairs all of
which would be materially inconsistent with industry professional standards.
The determination of whether Employee is to be terminated for cause is at the
sole and absolute discretion of the Employer's Board of Directors. In the
event of a termination without justifiable cause, as provided above, which
termination constitutes a material breach of this Agreement by Employer, or a
termination without a material breach of this Agreement by employee, Employer
shall pay Employee liquidated damages in the dollar amount of salary and other
compensation as described in Section 4 remaining under the full term of the
Agreement. Parties agree that such sum is reasonable under the circumstances
existing at the time this Agreement is entered into, and has been negotiates a
material term of this Agreement in which Employer and Employee have agreed
upon.
Cause shall be determined in good faith by the Employer, without being
arbitrary or capricious. Cause must be material and substantial which includes
but is not limited to fraud or substantial misconduct. In addition, Employer
will conduct reviews of Employee's performance throughout the course of
Employee's employment and provide positive or negative feedback relative to the
Employee's performance within a reasonable time of the event(s) giving rise to
Employee's job performance.
Employer shall give Employee written notice of the termination of this
Agreement specifying the cause pursuant to subparagraph b of this Section Nine
and the termination of this Agreement shall be effective upon the giving of
said notice pursuant to Section Twelve Hereof.
Section Ten
LEGAL REMEDIES
It is further agreed that any breach of any of the terms of this Agreement by
either party which will result in immediate and irreparable injury to Employer
or Employee shall authorize recourse in the form of injunctive relief. In the
event of any court action arising from this Agreement initiated by either
Employer or Employee, the prevailing party shall be entitled to all costs and
attorney's fees from the other party.
Section Eleven
ASSIGNABILITY
This Agreement shall be binding upon the parties hereto, their heirs,
executors, administrators, successors and assigns. Neither the Employee, nor
his heirs or assigns, shall assign any part of his rights under this Agreement.
In the event of a merger, consolidation, reorganization, asset sale/purchase,
stock sale/purchase or otherwise, involving the Employer, Encore or its
successors or subsidiary(s), such event shall obligate such successor to assume
the obligations of this Agreement. During negotiations for any of the
foregoing events of transfer Employee shall disclose to the proposed successor
the continuing obligations of said successor under the terms and conditions of
this Agreement.
Section Twelve
NOTICE
All notices required to be given hereunder shall be in writing, and sent by
registered mail or delivered in person to the parties at their respective
addresses set out in this section.
Employer: Encore International, Inc.
-------------------------
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Employee: Xxxxx Xxxxx
0000 Xxxxxxx'x Xxx Xxxxxx
Xxx Xxxxx, XX 00000
All Agreements and covenants contained herein are severable, and in the event
any of them with the exception of those in sections One and Four hereof, shall
be held to be invalid by a court of competent jurisdiction, this Agreement
shall be interpreted as if such invalid agreements or covenants were not
contained herein.
Section Thirteen
AGREEMENTS OUTSIDE THE AGREEMENT
This Agreement contains the complete agreement concerning the employment
arrangement between parties and shall, as of the date hereto, supersede all
other negotiations and agreements with regard to employment between the
parties. The parties stipulate that neither of them has made any
representation with respect to the subject matter of this Agreement or any
representation regarding the execution and delivery hereof, except such
representations as are specifically set forth herein and each of the parties
hereto acknowledges that he/it has relied on their own judgment in entering
into this Agreement. IN WITNESS WHEREOF, the parties have executed this
Agreement at Las Vegas, Nevada, on the date provided in the preamble above.
The undersigned represents and warrants that he has received the authority of
Encore for which he is signing for, and Encore shall be bound to the terms and
conditions of this Agreement.
EMPLOYEE: EMPLOYER:
ENCORE INTERNATIONAL, INC.,
an Oklahoma corporation
/s/ Xxxxx Xxxxx By: /s/ Xxx Xxxxxx
Xxxxx Xxxxx Xxx Xxxxxx
Its: Vice President
