EMPLOYMENT AGREEMENT
Agreement made as of February 3,1999 Kyrenia Acquisition Corporation,
a Deleware corporation (the "Company") and ▇▇▇▇ ▇. 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 ▇▇▇.▇▇ 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 enforceability
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:
Kyrenia Acquisition Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To Employee:
▇▇. ▇▇▇▇ ▇. Mustafoglu
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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.
KYRENIA ACQUISITION CORPORATION
/s/ ▇▇▇▇ ▇. Mustafoglu
President
EMPLOYEE:
/S/ ▇▇▇▇ ▇. Mustafoglu
