SAFE TRANSPORTATION SYSTEMS, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
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This employment agreement (the "Agreement") is made and entered into as
of this 1st day of January 2001, by and between Safe Transportation System,
Inc., a Florida Corporation (the "Company"), and Xxxxx X. Xxxx, (the
"Employee").
RECITALS
A. The Company desires to employ the Employee from the date set forth
above (the "Effective Date") during the term of this Agreement, and Employee is
willing to be employed by the Company during that period, on the terms and
subject to the conditions set forth in this Agreement. In consideration of the
mutual covenants and promises of the parties, the Company and Employee covenant
and agree as follows:
1. Duties
During the term of this Agreement, Employee will be employed by the
Company to serve as President & C.E.O. The Employee will devote such amount of
business time to the conduct of the business of the Company as may be reasonably
required to effectively discharge Employee's duties under the supervision and
direction of the Company's Board of Directors (the "Board"). It is further
agreed that during the term of this Agreement the Employee shall be appointed to
the Board of Directors of the Company.
2. Term of Employment
The term of employment of Employee by the Company will commence on the
Effective Date and will extend through the period ending on December 31, 2011,
(the "Termination Date"). Company and Employee may extend the term of this
Agreement by mutual written agreement.
2.1 Termination for Cause
Termination for cause may be effected by the Company at any time during
the term of this Agreement. No such termination will be deemed to be a
Termination for Cause unless the Company has provided Employee with written
notice of what it reasonably believes are the grounds for any Termination for
Cause and Employee fails to take appropriate remedial actions during the thirty
(30) day period following receipt of such written notice.
2.2 Termination for Death
In the event of Employee's death during the term of this Agreement,
Employee's employment is to be deemed to have ceased as of the last day of the
month during which the employees death occurred, save and accept the Company
will immediately pay to the Employees estate the balance of base salary for the
term, to December 31, 2011, of the employment agreement plus, the automobile
allowance, accrued salary and incentive compensation to the extent earned,
vested deferred compensation and accrued vacation pay.
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2.3 Termination for Disability
In the event that, during the term of this Agreement, Employee should,
in the reasonable judgment of the Board, fail to perform Employee's duties under
this Agreement because of illness or physical or mental incapacity
("Disability"), and such Disability continues for a period of more than twelve
(12) consecutive months, Company will have the right to terminate Employee's
employment under this Agreement by written notification to Employee.
In the event Employee's employment is terminated because of Employee's
disability, the Company will immediately pay to Employee the balance of base
salary for the term, to December 31, 2011, of the employment agreement plus, the
automobile allowance, accrued salary and incentive compensation to the extent
earned, vested deferred compensation and accrued vacation pay.
2.4 Voluntary Termination
In the event of a Voluntary Termination, Company will immediately pay
to Employee the balance of base salary for the term, to December 31, 2011, of
the employment agreement plus, the automobile allowance, accrued salary and
incentive compensation to the extent earned, vested deferred compensation and
accrued vacation pay.
3. Salary, Benefits, Other Compensation and Capital Exchange
3.1 Base Salary
As payment for the services to be rendered by Employee as provided in
this Agreement, the Company agrees to pay to Employee a "Base Salary" payable
bi-monthly. The gross Base Salary payable to Employee will initially be
US$120,000.00 per annum. The gross Base Salary will be subject to review January
1, 2002 and will be adjusted to an equal industry standard of a comparably
capitalized and successful undertaking as of January 1, 2002. Said adjustment
will be no less than a ten per cent increase above US$120,000.00 per annum. The
gross Base Salary payable will be subject to review annually thereafter with an
increase amount of not less than 10% of the previous years gross Base Salary.
3.2 Incentive Bonus Plans
During the term of his employment under this Agreement, the Employee
will be eligible to participate in all qualified and unqualified stock option
and incentive and profit sharing plans established and promulgated by the Board.
3.3 Benefit Plans
During the term of Employee's employment under this Agreement, the
Employee shall participate at the Company's expense in all employee benefit
plans to the extent maintained by the Company, including (without limitation)
full medical, full dental, life, disability, health, accident, director &
officers, keyman and other insurance programs, paid vacations, and similar plans
or programs, subject in each case to the generally applicable terms and
conditions of the plan or program in question and to the determinations of any
committee administering such plan or program. The Employee will retain all of
Employee's rights to benefits that have vested under such plan, will continue
for the term of the Agreement.
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3.4 Vacation
During the term of this Agreement, Employee will be entitled to six (6)
weeks paid vacation time per year. Vacation time will be limited to a maximum of
three consecutive weeks of vacation at any one time unless authorized by the
Board or an emergency or family situation. Year two of the agreement, the
Employee will be entitled to seven (7) weeks paid vacation time. Year three
through to year five of the agreement, the Employee will be entitled to eight
(8) weeks paid vacation time with no restrictions. Year six through to year ten
of the agreement, the Employee will be entitled to eight (12) weeks paid
vacation time with no restrictions
3.5 Expenses and Automobile Allowance
During the term of this Agreement, Company will reimburse Employee for
Employee's reasonable out-of-pocket expenses incurred in connection with
Company's business, including travel expenses, food, and lodging. The Employee
shall be afforded a monthly automobile allowance of US$750.00 per month. The
automobile allowance payable will be subject to review annually, with an annual
increase amount of not less than 10% of the previous years automobile allowance.
3.6 Capital Exchange
In anticipation of entering into this agreement the Employee has
assigned all rights title and interest in and to the technology upon which the
company is based. The Employee will be issued 1,000,000 unqualified options
without expiration, forth with, having an exercise price per share of US$1.00 in
exchange for the relinquishing of any development and proprietary rights and/or
royalties to the anti-jackknifing system.
5. Confidentiality and Non-competition
5.1 Confidentiality
Because of Employee's employment by Company, Employee will have access
to trade secrets and confidential information about Company, its products, its
customers, and its methods of doing business (the "Confidential Information").
During and after the termination of Employee's employment by the Company,
Employee may not directly or indirectly disclose or use any such Confidential
Information; provided, that Employee will not incur any liability for disclosure
of information which (a) is required in the course of Employee's employment by
the Company, (b) was permitted in writing by the Board or (c) is within the
public domain or comes within the public domain without any breach of this
Agreement.
6. Miscellaneous
6.1 Waiver
The waiver of any breach of any provision of this Agreement will not
operate or be construed as a waiver of any subsequent breach of the same or
other provision of this Agreement.
6.2 Entire Agreement; Modification
Except as otherwise provided in the Agreement, this Agreement
represents the entire understanding among the parties with respect to the
subject matter of this Agreement, and this Agreement supersedes any and all
prior understandings, agreements, plans, and negotiations, whether written or
oral, with respect to the subject matter hereof, including without limitation,
any understandings, agreements, or obligations respecting any past or future
compensation, bonuses, reimbursements, or other payments to Employee from
Company. All modifications to the Agreement must be in writing and signed by the
party against whom enforcement of such modification is sought.
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6.3 Notice
All notices and other communications under this Agreement must be in
writing and must be given by personal delivery, telecopier or telegram, or first
class mail, certified or registered with return receipt requested, and will be
deemed to have been duly given upon receipt if personally delivered, six (6)
days after mailing, if mailed, or forty-eight (48) hours after transmission, if
delivered by telecopier or telegram, to the respective person.
6.4 Headings
The Section headings of this Agreement are intended for reference and
may not by themselves determine the construction or interpretation of this
Agreement.
6.5 Governing Law
This Agreement is to be governed by and construed in accordance with
the laws of the State of Florida or the laws of the State of Washington, at the
sole discretion of the Employee. Any controversy or claim arising out of or
relating to this Agreement, or breach of this Agreement is to be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment on the award rendered by the arbitrators
may be entered in any court having jurisdiction.
6.6 Survival of Company's Obligations
This Agreement will be binding on, and inure to the benefit of, the
executors, administrators, heirs, successors, and assigns of the parties;
provided, however, that except as expressly provided in this Agreement, this
Agreement may not be assigned either by Company or by Employee.
6.7 Counterparts
This Agreement may be executed in one or more counterparts, all of
which taken together will constitute one and the same Agreement. Facsimile
signatures shall constitute original signatures.
6.8 Withholdings
All sums payable to Employee under this Agreement will be reduced by
all federal, state, local, and other withholdings and similar taxes and payments
required by applicable law except as provided herein to the contrary.
6.9 Enforcement
If any portion of this Agreement is determined to be invalid or
unenforceable, that portion of this Agreement will be adjusted, rather than
voided, to achieve the intent of the parties under this Agreement.
6.10 Indemnification
The Company agrees that it will indemnify and hold the Employee
harmless to the fullest extent permitted by applicable law from and against any
loss, cost, expense or liability resulting from or by reason of the fact of the
Employee's employment hereunder, whether as an officer, employee, agent,
fiduciary, director or other official of the Company, except to the extent of
any expenses, costs, judgments, fines or settlement amounts which result from
conduct which is determined by a court of competent jurisdiction to be knowingly
fraudulent or deliberately dishonest or to constitute some other type of willful
misconduct.
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6.11 Construction of Agreement
Each party has reviewed and participated in the formation of this
Agreement and, accordingly, any rule or construction to the effect that
ambiguities be resolved against the drafting party shall not be employed in the
interpretation of this Agreement.
6.12 Time
Time is of the absolute essence with respect to the parties'
performance of this Agreement.
6.13 Corporate Authority
Each individual executing this Agreement on behalf of each party
represents and warrants that he is duly authorized to execute and deliver this
Agreement on behalf of said part, in accordance with a duly adopted resolution
of the Board of Directors of said party or in accordance with the bylaws of said
party, and that this Agreement is binding upon said party in accordance with its
terms.
6.14 Cooperation
The Parties hereby agree to cooperate, execute and deliver any and all
documents reasonably deemed necessary to effectuate the intent and the terms and
conditions of this Agreement. Each party reciprocally agrees to promptly and
duly execute and deliver to the other such further documents and assurances and
take such further action as may from time to time be reasonably requested in
order to more effectively carry out the intent and purpose of this Agreement and
to establish and protect the rights and remedies created or intended to be
created in favor of the other party hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
WITNESS EMPLOYEE
/s/ Xxx Xxxx Xx. /s/ Xxx Xxxxxxx
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G. Xxx Xxxx Xx. XXX XXXXXXX
Director
EMPLOYER
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX, President & CEO
Safe Transportation System, Inc.
