EXHIBIT 10.23
EMPLOYEE AGREEMENT
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AGREEMENT dated January 1, 1998 between D & J ENTERPRISES INTERNATIONAL,
INC., a Nevada Corporation (the "Company") and Xxxxxx X. Xxxxxxxx (the
"Executive").
The Executive is employed by the Company as C.E.O./President. The Company
and the Executive wish to provide for the continued employment of the Executive
on the terms set forth herein.
Accordingly, the parties agree as follows:
1. EMPLOYMENT TERM. Commencing on the first day of the month
following the execution of Agreements whereby Company is funded, in an amount of
not less than one million dollars and ending on the same day three (3) years
hence or such later date to which the Executive's employment may be extended as
provided in Section 5 hereof (the "Extension").
2. POSITION, DUTIES and RESPONSIBILITIES. The Executive's position
shall continue to be C.E.O./President and the duties and responsibilities shall
be those currently assigned to him and such other duties and responsibilities
associated therewith or appropriate thereto as may be assigned to him by The
Board of Directors. The Executive shall devote his entire working time and
attention exclusively to the duties and responsibilities hereunder.
3. BASE SALARY. During the Term of this Agreement, for all services
hereunder, the Executive will receive an initial base salary of one hundred
thirty thousand dollars ($130,000.00) per annum, payable in equal semimonthly
installations. During the Term of this Agreement, the Executive's base salary
shall not be less than the initial base salary and the Executive shall be
eligible for discretionary increases, in accordance with the normal review
procedures and policies as established by the Board of Directors.
4. BENEFITS.
a. During the Term of this Agreement, the Executive shall be eligible
to participate in all pension, insurance, medical, disability and other benefit
plans made available generally to senior executives of the Company, whether
presently in effect or adopted hereafter during the Term.
b. During the Term of this Agreement, the Company shall reimburse the
Executive for his reasonable and necessary expenses related to his performance
under this Agreement, upon submission of detailed vouchers therefor in
accordance with the Company's standard practices.
c. During the Term of this Agreement, the Company shall furnish the
Executive with the use of an automobile of his choice, so long as lease payments
for such automobile do not exceed eight hundred dollars ($800.00) per month.
Should the Executive select an automobile whose lease payment is greater than
that allowed under this provision, the Executive, at his choice, and with the
Company's consent, may elect to have the amount greater than eight hundred
dollars ($800.00) deducted from his compensation. The Executive shall have the
use of the Company gasoline credit cards and the Company shall pay for all
insurance and maintenance for said automobile.
5. EXTENSION OF TERM. If neither party gives to the other party
notice of termination on or before the original termination date, the Term of
the Executive's employment with the Company shall be automatically extended for
an additional three (3) year period. If the Executive's employment shall be
extended as above provided, then except as set forth in Section 8, neither party
shall terminate the Executive's employment without giving the other party 180
days' prior written notice of termination.
6. TERMINATION.
a.) The Company shall have the right to terminate the Term at any time
after the original termination date immediately by written notice for cause or
in the event of the Executive's death or disability. As used herein,
(I) "cause" shall mean the Executive's breach of any of the terms
of this Agreement, or the Executive's commission of an act
which is detrimental to the Company's reputation or is in
conflict with the Company's business or the Executive's duties
and responsibilities hereunder, and;
(ii) "disability" shall meant the Executive's inability to perform
his duties hereunder by reason of mental or physical disorder
or injury constituting a "long-term disability" as generally
defined by workers compensation insurance provisions.
b.) The Executive shall have the right to terminate the Term at any
time after the original termination date immediately by written notice in the
event of the Company's breach of any of the terms of this Agreement.
7. PAYMENT FOLLOWING THE TERM.
a.) In the event that the Company shall terminate the Term as provided
in Section 6(a) hereof, then the Company shall have the right to terminate all
further payments pursuant hereto and shall have no further obligations
hereunder.
b.) In the event that the Company shall terminate the Term other than
as provided in Section 7(a) hereof, then the Company shall pay to the Executive
his monthly salary, at the rate in effect pursuant to Section 3 on the date of
termination, through the end of the Term. Such amounts payable under this
provision shall be payable on the first day of each month when due.
c.) In the event that the Executive shall terminate the Term pursuant
to Section 6(b)
d.) In the event that the Executive shall terminate the Term pursuant
to Section 6(b) hereof, then the Company shall pay to the Executive his monthly
salary, at the rate in effect pursuant to Section 3 on the date of termination,
through the end of the Term. Such amounts payable under this provision shall be
payable on the first day of each month when due.
2 EMPLOYMENT AGREEMENT
8. CONFIDENTIALITY; AGREEMENT NOT TO COMPETE. The Executive
recognizes that the services heretofore performed by him have been, and that the
services to be performed by him hereunder are, special, unique and
extraordinary, and that by reason of such employment he has acquired and will
acquire confidential information and trade secrets concerning the Company's
operations. Accordingly, it is agreed that:
a.) During the Term of this Agreement and for such period after the
end of the Term as the Executive may be entitled to receive payments under
Sections 8(b), (c), or (d) hereof, the Executive will not directly or
indirectly, as an officer, director, stockholder, partner, associate, owner,
employee, consultant or otherwise, become or be interested in or associated with
any other corporation, firm or business engaged in the same or a similar
competitive business with the Company. However, the Executive's ownership
directly or indirectly, of not more than one percent of the issued and
outstanding stock of a corporation whose shares are regularly traded on a
national securities exchange or in the over-the-counter market shall not, in any
event, be deemed to be a violation of the provisions of this Section 8(a).
b.) During the Term of this Agreement and for a period of five (5)
years after the end of the Term, or any extension of the Term under the
provisions of Section 7, the Executive shall not divulge to any entity or person
any information acquired by the Executive concerning the Company's operations,
plans, processes, methods, research or development, or any other of its trade
secrets, except information which is available to the public in published
literature or becomes public knowledge through no fault of the Executive.
c.) The Executive acknowledges that all information, the disclosure of
which is prohibited hereby, is of a confidential and proprietary character and
of great value to the Company, and upon expiration or sooner termination of this
Agreement, the Executive shall forthwith deliver up to the Company all records,
memoranda, data and documents of any description which refer to or relate in any
way to the disclosure prohibited hereby, and return to the Company any of its
equipment and property which may then be in the Executive's possession or under
the Executive's personal control.
d.) During the Term of this Agreement and for a period of two (2)
years thereafter, the Executive agrees not to disclose the terms of this
Agreement to any person other than the Executive's immediate family and
attorneys, accountants and other professional advisors, except as otherwise
required by law. However, the Executive acknowledges that the Company may, at
its sole discretion, disclose all or part of the terms of this Agreement.
e.) The Company shall be entitled, in addition to any other right and
remedy it may have at law, or in equity related to breaches of this Agreement by
the Executive, including the posting of any bond or other security, enjoining or
restraining the Executive from any violation or threatened violation of this
Section, and the Executive hereby consents to the issuance of such injunctions.
9. NOTICES. Any notice to be given hereunder will be deemed
sufficient if given in writing and either delivered personally or sent by
certified mail.
If to the Executive:
3 EMPLOYMENT AGREEMENT
Xxxxxx X. Xxxxxxxx
0000 Xxxxxxxx Xx.
Xxxx Xxxx, XX 00000
If to the Company:
D&J Enterprises International, Inc.
00000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxxxxxx, XX 00000
10. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the local laws of the State of Nevada applicable
to agreements made and to be performed entirely within such state.
11. ASSIGNMENT. This Agreement may be assigned by the Company to any
non-affiliate of the Company that shall acquire by merger, sale of assets or in
any other manner, all or substantially all of the businesses of the Company. In
the event of any such assignment, the Company shall cause such non-affiliate to
assume the obligations of the Company hereunder concurrently with any such
assignment with the same effect as if such assignee were the "Company"
hereunder. This Agreement is personal to the Executive and the Executive may not
assign any rights or delegate any responsibilities hereunder without the prior
approval of the Company.
12. ENTIRE AGREEMENT. This agreement is the entire agreement between
the Company and the Executive with respect to the subject matter hereof and
shall be binding upon and inure of the benefit of the parties and their
respective successors, heirs and permitted assigns. This Agreement may not be
altered, modified, changed or discharged except in writing signed by both of the
parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
By the Company:
/S/ [D. W. S.] /S/ 1/1/98
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Chairman of the Board Date
By the Executive:
/S/ [D. W. S.] /S/ 1/1/98
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Date
By the Company:
/S/ [XXXXXX X. XXXXXXXX] /S/ 1/1/98
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Corporate Secretary Date
5 EMPLOYMENT AGREEMENT
