EMPLOYMENT AGREEMENT
This Agreement made, effective as of March 14,1997, by and between XXXX
SECURITY INTERNATIONAL, INC., a Vermont corporation with a principal place of
business at 000 Xxxxxxx Xxxxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of Bennington and
State of Vermont ("Employer" or "Company"), and XXX XXXXXXXX, of the Town of
Bennington, County of Bennington and State of Vermont ("Employee").
In consideration of the mutual covenants and promises of the parties to
this Agreement, and in consideration of the services rendered by the Employee
prior to the effective date of this Agreement, Employer and Employee agree as
follows:
SECTION ONE
EMPLOYMENT
Employer employs Employee in an executive capacity as President and Chief
Executive Officer, and Employee accepts such employment with Employer subject to
the terms and conditions of this Agreement.
SECTION TWO
TERM OF EMPLOYMENT
This Agreement and the employment under this Agreement shall commence on
the effective date stated above, and continue until September 1, 1998.
SECTION THREE
DUTIES OF EMPLOYEE
Employee shall serve Employer faithfully, to the best of his ability,
under the direction of the Board of Directors of Employer. Employee will devote
all of his time, energy, and skill during regular business hours doing such
employment. Employee shall perform such services and act in such executive
capacity as the Board of Directors of Employer shall direct. Employee shall not
engage in employment for any other company. Should employee voluntarily leave
the employment of Employer, then he shall be prohibited for a period of two (2)
years from competing with Employer either directly or indirectly in the business
of Employer, to wit, the manufacture and sale of defense sprays, safety products
or chemical munitions.
SECTION FOUR
NON-COMPETE
Should employee voluntarily leave the employment of Employer or should his
employment be terminated by action of the Board of Directors for cause, then he
shall be prohibited for a period of two (2) years from the termination date from
competing with Employer, either directly or indirectly in the business of
Employer, as such business is conducted on the date of termination or at any
time during the two (2) year period following
termination. The determination of whether acts or omissions constitute cause
shall be made by the Board of Directors, in good faith.
Nothing herein shall be deemed to restrict Employee's ability to vote and
sell or transfer his shares of the Company's common stock in opposition to
recommendations of the Board.
Nothing herein will limit or restrict Employee's ability to vote in any
manner as a Board member, so long as he remains a Board member.
Employee will not, at any time, other than for the benefit of Employer,
exploit, publish or disclose any non-public, confidential or propriety
information or trade secrets relating to the business of Employer except in
pursuit of his duties hereunder, as required by law, or to Employer's Board of
Directors. All documents and copies thereof containing any of the same in the
possession of Employee shall be and remain the property of Employer, and shall
be surrendered to Employer upon termination of Employee's employment.
During the term of this Agreement and for two (2) years from the
termination date of Employee's employment: (i) the Employee will not solicit any
of the Employer's clients for the purpose of interfering with Employer's past,
present or future business relationship with such clients;(ii) the Employee will
not solicit or attempt to solicit any of Employer's officers or managers as of
the date sixty (60) days prior to the date of Employee's termination.
SECTION FIVE
COMPENSATION
Employee's annual compensation shall consist of (a) a salary of $125,000;
and (b) participation in all benefit plans available to the Company's employees
generally. Employee shall be reimbursed for such reasonable and necessary
business expenses as are approved by the Board of Directors.
SECTION SIX
EMPLOYER'S OBLIGATIONS UPON TERMINATION
Except as provided for in Section Seven, if during the term of this
Agreement, Employer terminates this Agreement without cause, as determined by
the Board of Directors in good faith, Employer shall nevertheless continue the
salary payments provided in Section 5(a) of this Agreement for the above-stated
term.
SECTION SEVEN
EMPLOYER'S OBLIGATION ON TERMINATION OF
EMPLOYMENT BY EMPLOYEE OR BY EMPLOYER FOR CAUSE
If, during the term of this Agreement, Employee should resign, die, become
disabled or be terminated by the Board of Directors for cause (as determined by
the Board in good faith), then Employer's obligation to make the payments
provided for in this Agreement shall cease; provided that all payments for
periods prior to termination must be paid by Employer.
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SECTION EIGHT
RELEASE
Employee hereby releases Employer and its affiliates from any liability or
obligation under any prior employment agreements. Nothing herein will be deemed
to be a release by Employer of any Employee's obligations to Employer under
prior employment agreements, including but not limited to the non-compete
provisions.
SECTION NINE
ARBITRATION
Any differences, claims, or matters in dispute arising between Employer
and Employee out of or connected with this Agreement shall be submitted to
arbitration consistent with the rules of the American Arbitration Association.
SECTION TEN
ATTORNEY'S FEES
In the event that any action is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition
to all of the sums that either party may be called on to pay, a reasonable sum
for the successful party's attorney's fees.
SECTION ELEVEN
GOVERNING LAW
It is understood that this Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Vermont.
SECTION TWELVE
ENTIRE AGREEMENT
This Agreement shall constitute the entire Agreement between the parties
and any prior understandings or representation of any kind preceding the date of
this Agreement shall not be binding.
SECTION THIRTEEN
MODIFICATION OF THIS AGREEMENT
Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party or an authorized representative of
each party.
SECTION FOURTEEN
NOTICES
Any notice provided for or concerning this Agreement shall be in writing
and be deemed sufficiently given when sent by certified or registered mail if
sent to the respective
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addresses of each party as set forth at the beginning of this Agreement, or at
such other address as may hereafter be furnished by either party to the other.
SECTION FIFTEEN
PARAGRAPH HEADINGS
The titles to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify,
or aid in the interpretation of the provisions of this Agreement.
SECTION SIXTEEN
WAIVER
No waiver by either party of any failure or refusal by the other party to
comply with its or his obligations hereunder, shall be deemed a waiver of any
other or subsequent failure or refusal of a similar or different kind.
IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed on this 14th day of March, 1997.
XXXX SECURITY INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx, Chairman
/s/ Xxx Xxxxxxxx
---------------------------------
Xxx Xxxxxxxx
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