EXHIBIT 2.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into this 2nd day of
January 2005, between Smart Truck Systems, a Nevada corporation (the "Company"),
and Xxxxxx x. Xxxxxxx ("Xxxxxxx").
W I T N E S S E T H:
WHEREAS, the Company and Xxxxxxx desire to enter into this Employment
Agreement to provide for compensation and other benefits to be paid and provided
by the Company to Xxxxxxx in connection therewith, and to set forth the rights
and duties of the parties in connection therewith.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereby agree as follows:
1. Employment.
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(a) The Company shall employ Xxxxxxx and Xxxxxxx shall accept such employment
on the terms and conditions set forth herein. During the Term of this
Agreement, Xxxxxxx shall devote Xxxxxxx'x reasonable business time and all
reasonable efforts to Xxxxxxx'x employment and perform diligently such
duties that may be reasonably assigned from time to time by the Chief
Executive Officer of the Company.
(b) Xxxxxxx shall report directly to the Chief Executive Officer of the
Company. Xxxxxxx will generally work from home, but will be available as
needed for office meetings at the request of the Chief Executive Officer.
The Company, through the Chief Executive Officer will, from time to time,
assign duties and special projects to Xxxxxxx which he will diligently
pursue.
(c) Xxxxxxx shall not make, nor cause any other person to make or cause to be
made on his behalf, any public disparaging or derogatory statements or
comments regarding the Company, its Affiliated companies, or its or their
officers or directors; likewise the Company will not make any public
disparaging or derogatory statements or comments regarding Xxxxxxx.
2. Term.
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The term of employment covered by this Agreement (the "Term") shall begin
on the date of this Agreement and shall continue until the date of the first
anniversary thereof (the "Expiration Date").
3. Compensation.
(a) Annual Salary.
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For all services Xxxxxxx may render to the Company during the Term, the
Company shall pay to Xxxxxxx an annual salary of fifty two thousand dollars
($52,000). Salary payable by the Company to Xxxxxxx under this Paragraph 3(a)
shall be payable in those installments customarily used in payment of salaries
to the Company's executives (but in no event less frequently than monthly).
(b) Benefits; Business Expenses.
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Xxxxxxx shall be entitled, subject to the terms and conditions of the
appropriate plans, to the following:
(1) Health insurance as currently provided by the Company.
(3) Four (4) weeks vacation.
(4) Upon delivery of proper documentation therefor, Xxxxxxx shall be
reimbursed for all reasonable and necessary travel, hotel and
other business expenses when incurred on Company business.
4. Termination.
(a) The employment of Xxxxxxx under this Employment Agreement and the
Term:
(i) shall be terminated automatically upon the death or permanent
disability of Xxxxxxx, or
(ii) may be terminated immediately for Cause at any time by the
Company, with any such termination not being in limitation of any other
right or remedy the Company may have under this Employment Agreement or at
law. For purposes of this Agreement, the term "cause" shall mean (i) any
willful material neglect by Xxxxxxx, or material failure by Xxxxxxx to
substantially perform the duties and responsibilities of Xxxxxxx'x office
or offices (other than any such failures resulting from Xxxxxxx'x
incapacity due to illness or injury), or (ii) any malfeasance or gross
misconduct by Xxxxxxx in connection with the performance of any of the
duties or responsibilities or otherwise which would, in the view of a
reasonable person, be materially prejudicial to the interests of the
Company or any of its affiliates if Xxxxxxx were retained in the respective
office or offices, including without limitation, conviction of a felony, or
(iii) actual indictment for, or formal admissions to a felony or crime of
moral turpitude, dishonesty, breach of trust or unethical business conduct
or any crime involving the company, or (iv) repeated material failure to
adhere to the policies and directions of the Chief Executive Officer, or
failure of Xxxxxxx to devote sufficient time and efforts to the business of
the Company and the duties and responsibilities hereunder so as to result
in material impairment of Xxxxxxx'x performance hereunder. Upon termination
for cause, Xxxxxxx shall only be entitled to receive compensation and
benefits through the date of notice of termination.
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(iii) may be terminated at any time during the Term by Xxxxxxx within
thirty (30) days' advance written notice to the Company;
(iv) may be terminated by the Company upon thirty (30) days notice for
any reason or for no reason, provided however, that the Company shall
continue to provide Xxxxxxx with his annual salary and benefits through the
Expiration Date if he is terminated under this sub-section.
(v) shall terminate automatically at 11:59 p.m. on the Expiration
Date.
5. Withholding Taxes.
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All payments to Xxxxxxx hereunder shall be subject to withholding on
account of federal, state and local taxes as required.
6. No Conflicting Agreements.
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Xxxxxxx represents and warrants that to the best of Xxxxxxx'x knowledge
Xxxxxxx is not a party to any agreement, contract or understanding, whether
employment or otherwise, which would restrict or prohibit Xxxxxxx from
undertaking or performing employment in accordance with the terms and conditions
of this Employment Agreement.
7. Solicitation of Employees; Customers; Agents or Representatives etc.
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(a) Xxxxxxx agrees that, during the term of employment hereunder, Xxxxxxx
shall not, directly or indirectly:
(1) Solicit, entice, persuade or induce any individual who is then or has
been within the preceding six-moth period, an employee of the Company
or any of its subsidiaries or affiliates, to terminate his or her
employment with the Company or any company controlled by or under
common control with the Company (defined for purposes of this Section
7 as an "Affiliate"), or to become employed by or enter into
contractual relations with any other individual or entity, and Xxxxxxx
shall not approach any such employee for any such purpose or authorize
or knowingly approve the taking of any such actions by any other
individual or entity; or
(2) except in accordance with Xxxxxxx'x duties hereunder, solicit, entice,
persuade or induce any individual or entity which is then, or has
within the preceding twelve-month period been, a customer, distributor
or supplier, or policy owner, agent or representative of the Company
or any of its Affiliates to terminate or materially reduce his, her or
its contractual or other relationship with the Company or any of its
subsidiaries or affiliates, and Xxxxxxx shall not approach any such
customer, distributor, supplier, policy owner, agent or representative
for such purpose or authorize or knowingly approve the taking of any
such actions by any other individual or entity.
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8. Severable Provisions.
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The provisions of this Employment Agreement are severable and if any one or
more provisions may be determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions and any partially unenforceable
provision to the extent enforceable in any jurisdiction nevertheless shall be
binding and enforceable.
9. Binding Agreement.
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The rights and obligations of the Company under this Employment Agreement
shall inure to the benefit of, and shall be binding on, the Company and its
successors and assigns, and the rights and obligations (other than obligations
to perform services) of Xxxxxxx under this Employment Agreement shall inure to
the benefit of, and shall be binding upon, Xxxxxxx and Xxxxxxx'x heirs, personal
representatives and successors and assigns. No modification, termination or
attempted waiver shall be valid unless in writing and signed by the party
against whom the same is sought to be enforced.
10. Arbitration.
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Any controversy or claim arising out of or relating to this Employment
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Rules of the American Arbitration Association ("AAA") then pertaining
in Orange County Ca., and judgment upon the award rendered by the arbitrator or
arbitrators may be entered in any court having jurisdiction thereof. The
arbitrator or arbitrators shall be deemed to possess the powers to issue
mandatory orders and restraining orders in connection with such arbitration;
provided, however, that nothing in this Paragraph 9 shall be construed so as to
deny the Company the right and power to seek and obtain injunctive relief in a
court of equity for any breach or threatened breach by Xxxxxxx of any of
Xxxxxxx'x covenants contained herein.
11. Notices.
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Notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given when sent by certified mail, postage prepaid,
addressed to the intended recipient at the address set forth below, or at such
other address as such intended recipient hereafter may have designated most
recently to the other party hereto with specific reference to this Paragraph 10.
If to the Company: Smart Truck Systems, Inc.
00000 Xxxxxxxxxx Xxxx.
Xxxxxx Xxxxxx, Xx. 00000
Attn. Xxxxxx X. Xxxxxxxxx
If to Xxxxxxx: 00000 Xxxx Xxxxx
Xxxxx Xxxx, Xx. 00000
12. Waiver.
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The failure of either party to enforce any provision of this Employment
Agreement shall not in any way be construed as a waiver of any such provision as
to any future violation thereof, nor prevent that party thereafter from
enforcing each and every other provision of this Employment Agreement. The
rights granted the parties herein are cumulative and the waiver of any single
remedy shall not constitute a waiver of such party's right to assert all other
legal remedies available under the circumstances.
13. Prior Agreements.
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This Employment Agreement supersedes all prior agreements and
understandings between the parties or affiliates thereof. All obligations and
liabilities of each party in favor of the other relating to employment matters
arising prior to the commencement of the Term of this Employment Agreement shall
be deemed fully satisfied, paid and discharged.
14. Captions and Paragraph Headings.
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Captions and paragraph headings used herein are for convenience and are not
a part of this Employment Agreement and shall not be used in construing it.
15. Governing Law.
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This Employment Agreement shall be governed by and construed according to
the laws of the state of California.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
on the day and year first set forth above.
Smart Truck Systems, Inc.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Secretary of Smart Truck Systems, Inc.
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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