EMPLOYMENT AGREEMENT
Agreement made as of February 3,1999 Girne Acquisition Corporation, a
Deleware corporation (the "Company") and Xxxx X. Mustafoglu("EMPLOYEE").
RECITALS
A. EMPLOYEE currently serves as President of the company.
B. EMPLOYEE possesses intimate and valuable knowledge of the
business and affairs of the Company and its policies,
procedures, methods and personnel.
C. The Company desires to assure EMPLOYEE's continued services
to the Company.
D. EMPLOYEE is willing to commit himself to serve the Company
and its affiliates on the terms provided herein.
TERMS AND CONDITIONS
In consideration of the preceding premises of the respective
covenants and agreements of the parties contained herein, and other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1. EMPLOYMENT. The company agrees to employ EMPLOYEE, and EMPLOYEE
agrees to be employed by the Company, for the period beginning as of the
date of this Agreement, and ending upon termination pursuant to paragraph 1
(c) hereof (the "employment period").
(a) SERVICES. During the employment period, EMPLOYEE will
serve as the President of the Company and will have general
supervision over, and responsibility for the executive management of
the Company, and shall perform such duties relative thereto and
discharge such other responsibilities as the Company of the Board of
Directors shall assign to him, from time to time. EMPLOYEE shall
report directly to, be accountable to, and be subject to the
authority of, the Board. EMPLOYEE will devote his best efforts and
his business time and attention (except for vacation periods and
reasonable periods of illness or other incapacity),as needed in the
sole discretion of the Employee, to the business of the Company and
its affiliates, which time and attention shall not exceed ten (10)
hours per week. The Board of Directors of the Company reserves to
itself the right from time to time to designate the officers of the
Company and to assign the duties and responsibilities of the
Employees and officers of the Company, including without limitation,
the office, if any, held by EMPLOYEE. In this regard, the Board of
Directors may from time to time assign additional duties to EMPLOYEE,
and may from time to time assign to other Employees or officers of
the Company duties to be discharged by EMPLOYEE. For purposes of this
Agreement, the term "affiliates" means any corporation, partnership,
joint venture, trust or unincorporated association controlled by or
under common control with the Company.
(b) SALARY, BONUS, AND BENEFITS. The Company will issue to
Employee 750,000 shares of its Common Stock under Rule 701 of the
Securities and Exchange Commission ("SEC") for: (1) services Employee
has rendered in forming the Company and preparing its filings with the
SEC and (2) for compensation during the employment period to administer
the Company. Following the end of each fiscal year, the Board, in its
sole discretion, may award a bonus to EMPLOYEE, as determined by the
Board if in its judgement EMPLOYEE has met the goals and objectives
approved by the Board for such year. At the end of each fiscal year of
the Company, the Board shall review EMPLOYEE' compensation and make
such adjustments as it deems appropriate, taking into account EMPLOYEE'
performance and the performance of the Company.
(c) TERMINATION. The employment period will continue until
the first to occur of (i) the consummation of a business combination
between the Company and a target company, (ii) EMPLOYEE' resignation,
death or Disability (as defined below), (iii) a determination by the
Board in its good faith judgement that termination of EMPLOYEE'
employment is in the best interests of the Company under circumstances
which would not constitute termination for Cause (in which EMPLOYEE
will be entitled to severance pay as described at paragraph 1 (d)
below and such severance benefits shall be EMPLOYEE' only remedy with
respect to such termination), or (iv) the date on which EMPLOYEE is
terminated by the Board for Cause (as defined below). For purposes of
this Agreement, the term "Cause" means (i) the commission of an act by
EMPLOYEE involving fraud, embezzlement or a felony, (ii) the
commission of any act by EMPLOYEE constituting financial dishonesty
against the Company or any of its affiliates, (iii) the commission by
EMPLOYEE of any other criminal act involving moral turpitude which (a)
brings the Company or any of its affiliates into public disrepute or
disgrace or (b) causes, or in the good faith determination of the
Board of Directors of the Company, could cause material harm to the
customer relations, operations or business prospects of the Company
of any of its affiliates, (iv) the violation by EMPLOYEE of any
material provision of this Agreement, (v) the commission by EMPLOYEE
of any other act which is contrary to the Company's interests for his
personal benefit (and the fail to remedy such act within 15 days
following notification by the Company to EMPLOYEE of the occurrence
of such an act), (vi) willful disobedience to the lawful directives
of the Company and/or the Board of Directors of the Company, or (vii)
failure to adequately perform, in the good faith judgement of the
Board of Directors, the services, duties and responsibilities
assigned to EMPLOYEE by the Company and/or the Board of Directors of
the Company, whether or not such failure is intentional. "Disability"
shall mean the inability of EMPLOYEE to perform his normal duties and
functions under this Agreement for a continuous period of at least
three months or a recurring illness that is likely to prevent
EMPLOYEE from performing his normal duties and functions under this
Agreement for more than four months during any 12-month period as
determined in the good faith opinion by a physician selected by the
Board.
(d) SEVERANCE PAY. In the event that EMPLOYEE' employment is
terminated without cause pursuant to paragraph 1 (c) (iii) above, the
Company will may EMPLOYEE all amounts due to EMPLOYEE as salary
pursuant to paragraph 1 (b), and maintain for EMPLOYEE the health and
disability insurance pursuant to paragraph 1 (b) (i), through the
first to occur of (i) the second anniversary of the employment
termination date or (ii) the third anniversary of the date of this
Agreement (such salary to be paid in monthly installments through such
third anniversary date) provided that EMPLOYEE should at all time
honor and comply with the provisions of paragraphs 2,3 and 5 of this
Agreement.
2. CONFIDENTIAL INFORMATION. Employee acknowledges that the
information, observations, date, customer and supplier lists, processes,
formulas, product compositions, manufacturing techniques, standards,
protocols, drawings, rresearch and related data, specifications, know-how
and trade secrets (collectivrly "Confidential Information") obtained by the
business or affairs of the Company and the affiliates are the property of
the Company and itd affiliates. Therefore, Employee agrees that he will not
disclose to any unauthorized person or entity (other than in the ordinary
course of business) or use for his own account or the account of a third
party any of such Confidential Information without the prior written consent
of the Board, unless and to the extent that the aformentioned matters
(i) become generally known to ans available for use by the public other than
as a result of Employee's acts or omissions to act or the wrongful acts or
omissions to act of another or (ii) such disclosure is required by court
order or force of law. Employee agrees to deliver to the Company at the
termination of is employment, or at any other time the Company may request,
all memoranda, notes, plans, records, reports and other documents (and
copies thereof) containing any Confidential Information or relating to the
business of the Company and its affiliates which he may then posses or have
under his control.
3. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality, or unenforceability will not
effect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction as if such
invlid, illegal or unenforceable provision had never bee contained herein.
4. BLUE LINING. If any court of competent jurisdiction determines that
any of the restrictive covenants in this Agreement, or any party thereof,
is invalid or uneforceable because of the geographic or temporal scope of
such provision, it is the intention and agreement of the parties that such
court shall have the power to reduce the geographic or temporal scope of
such provision, as the case may be, and, in its reduced form, such provisin
shall then be enforceable.
5. RESTRICTIONS ON RIGHT TO COMPETE. There will be no restrictions on
the Employee to engage in any other enterprise or business venture regardless
of whether that engagement competes with the Company's business. The Company
agrees that during the term of the Employment Period (as defined in paragraph 1
(c )) the Employee can, directly or indirectly, either for himself or for any
other person, partnership, corporation, joint venture, business trust,
cooperative, limited partnership or any other entity, participate in any
enterprise involving the same or similar business or research and development
in which the Company is engaged at any time during Employee's employment or
upon termination. For purposes of this Agreement, the term "participate"
includes any direct or indirect interest in any enterprise, whether as an
officer, director, Employee, partner, sole proprietor, agent, representative,
independent contractor, consultant, creditor, owner or otherwise. The
geographical area covered by this covenant is the world. The Company agrees
that this covenant is reasonable with respect to its duration, geographical
area and scope.
6. NOTICES. Any notice provided for in this Agreement must be in
writing and will be deemed to have been given (i)when personally delivered,
(ii) one business day after being sent by Federal Express or other similar
overnight delivery service or (iii) three business days after being mailed
by first class mail, to the recipient at the address below indicated:
To the Company:
Girne Acquisition Corporation
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
To Employee:
Xx. Xxxx X. Mustafoglu
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
or such other address or to the attention of such person as the recipient
party shall have specified by prior written notice to the sending party.
7. COMPLETE AGREEMENT. This Agreement embodies the complete agreement
and understanding of the parties with respect to the subject matter of this
Agreement and supersedes and preempts any prior negotiations, understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.
8. COUNTERPARTS. This Agreement may be executed on separate
counterparts, each of which is deemed to be an original and all of which
taken together constitute one and the same agreement.
9. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and enforceable by Employee and the Company and
their respective successors and assigns, except that Employee may not
asign any of his rights or obligations under paragraphs 1,2,3,4 and 5.
10. CHOICE OF LAW. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the
internal law, and not the law of conflicts, of the State of Deleware.
11. REMEDIES. Each of the parties to this Agreement will be entitled to
enforce its rights under this Agreement specifically, to recover damages by
reason of breach of any provision of this Agreement and to exercise all other
rights existing in its favor. The parties hereto agree and acknowledge that
money damages may not be adequate remedy for any breach of the provisions of
this Agreement and that any party may in its sole discretion apply to any
court of law or equity of competent jurisdiction for specific performance
and/or injuctive relief in order to enforce or prevent any violations
of the provisions of this Agreement.
12. AMENDMENTS AND WAIVERS. Any provision of this Agreement may be
amended or waived only with the prior written consent of the Company and
Employee.
IN WITNESSWHEREOF, the parties have executed this Agreement on the day
and year first above written.
GIRNE ACQUISITION CORPORATION
/s/ Xxxx X. Mustafoglu
President
EMPLOYEE:
/S/ Xxxx X. Mustafoglu
