EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT sets forth the agreement reached the 1st day of
July, 2001, by and between Xxxx X. Xxxxxxx (hereinafter referred to as
"Employee") and Crest View, Inc., a Nevada Corporation (hereinafter referred to
as "Corporation").
WITNESSETH
WHEREAS, the Corporation desires to employ the Employee; and
WHEREAS, the Employee desires to accept such employment with the
Corporation; and
WHEREAS, the Employee and the Corporation desire to set forth their
employment relationship in a written agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants herein
set forth, and for other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1. EMPLOYMENT. The Corporation hereby offers to employ the Employee upon
the terms and conditions hereinafter set forth and the Employee accepts such
offer and agrees to abide by the terms and conditions hereof, and the terms and
conditions of the Corporation's and its affiliated corporations' Articles of
Incorporation, Bylaws and Employee Manual except as otherwise set forth herein.
ARTICLE 2. DUTIES. Employee shall perform all services reasonably required by
the Corporation in furtherance of the Corporation's business purposes as
determined, from time to time, by the Board of Directors of the Corporation. In
addition, and as part of his duties hereunder, the Employee shall, if elected to
such position, serve as an officer and/or director of the Corporation.
Employee's title shall be Vice President, Chief Financial Officer and Director.
Employee shall report directly to the President of the Corporation.
Corporation and Employee hereby acknowledge and agree that Employee has
duties and responsibilities to other corporations and/or entities. Employee
shall be permitted to continue such outside activities, as Employee deems
appropriate. Said activities are not in conflict with the duties or time
requirements per this agreement. Corporation does not require Employee to
provide a specific number of hours or time to the Corporation. Employee shall
provide such time and effort as may reasonably be required to perform duties
consistent with the Employee's title and duties. Corporation shall provide such
additional resources as may be reasonably required to enable Employee to perform
duties.
ARTICLE 3. TERM. The Corporation agrees to employ the Employee commencing on
July 1,2001 and continuing for two years from the date of employment unless
terminated pursuant to article 4 below.
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ARTICLE 4. TERMINATION. The Corporation may, by giving zero (0) day's notice to
the Employee, terminate this Agreement with cause. Notwithstanding the above,
this Agreement shall terminate immediately upon the death of the Employee, and
shall terminate upon ten (10) working days notice by the Corporation if, in the
opinion of the Corporation, Employee becomes unable to perform services required
pursuant to this Agreement because of illness, injury or inadequate availability
of time. Any decision to terminate this Agreement by the Corporation shall not
be voted upon by the Employee in any capacity whatsoever. In no event shall
termination of this Agreement relieve the parties hereto of any rights or
obligations, which survive the termination of this Agreement as, set forth
herein.
ARTICLE 5. SALARY. The Corporation covenants and agrees to pay Employee, as
consideration for his services, compensation consisting of a salary of Thirty
Six Thousand Dollars ($36,000.00) per year, plus the Corporation shall pay
income tax withholding and FICA for each of the two years of this agreement. The
salary for two years shall be paid by issuing Employee 144,000 shares of the
Corporation's common stock, valued at $0.50 per share, which equals the most
recent private placement price. Income tax and FICA shall be paid by the
Corporation in the time and manner specified by law. All 144,000 shares of
common stock are immediately vested and are non-forfeitable upon execution of
this Agreement in consideration of the execution of this Agreement.
ARTICLE 6. BONUS. For the purpose of causing Employee's compensation to equal
the reasonable value of this services to the Corporation and to reflect any
outstanding contribution to Corporation by Employee, the Corporation may pay
Employee, in addition to the salary for services described in article 5 above, a
bonus in any amount determined by the Corporation in its sole discretion. The
bonus, if any, less payroll deductions for income taxes, FICA, withholding and
any other deductions authorized by the Employee, shall 'be paid by the
Corporation to the Employee at such time or times as the Corporation in its sole
discretion determines.
ARTICLE 7. VACATION. During the term of this agreement, the Employee shall be
entitled to a vacation pursuant to the Employee Manual, but not less than three
weeks per year during which time Employee's Compensation shall be paid in full.
Employee will be granted an accrual for two (2) weeks of vacation upon
commencement of employment and will be eligible to take any accrued vacation
upon commencement of employment.
ARTICLE 8. BENEFITS. During the term of this Agreement, the Employee shall be
entitled to receive insurance and other benefits generally available to all
employees of the Corporation.
ARTICLE 9. INDEMNIFICATION. The Corporation agrees to indemnify the Employee to
the full extent allowed by the Corporation's Articles of Incorporation and
Nevada law with respect to any claim, investigation, proceeding, or action
against or involving the Employee relating to this employment by the
Corporation. Such indemnification shall include advancement of attorney fees
during any such event and shall cover any adverse economic consequences to
Employee including judgments, settlements, and attorney fees. Corporation shall
obtain Directors and officers' liability insurance to the extent the Corporation
determines it is economically desirable
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as soon as adequate funding is available to the Corporation. This article 9 will
survive termination of Agreement irrespective of the reason for termination.
ARTICLE 10.CORPORATION'S OBLIGATIONS. The Corporation shall provide the
employee with and pay Employee's expenses for the following:
A. Such equipment, materials and supplies as the Employee require for the
performance of his services.
B. Costs, including tuition, meals, lodging, and transportation incurred
by the Employee to fulfill his duties and responsibilities to the
Corporation, including professional dues, publications, and continuing
professional education, as agreed upon by the Corporation and
Employee.
ARTICLE 11.EMPLOYEE'S OBLIGATIONS. The Employee agrees that during the term of
this Agreement, he shall:
A. Faithfully and to the best of his ability and skill serve the
Corporation and perform his duties pursuant to this Agreement;
B. Maintain records in the manner established by the Corporation.
ARTICLE 12. COVENANT NOT TO COMPETE. The Corporation and Employee
acknowledge and confirm that Employee shall not compete with the Corporation
while employed or for a two year period after employment ceases.
ARTICLE 13.COVENANT FOR PROTECTION OF PROPRIETARY INFORMATION. The
parties hereto recognize that the Corporation and its affiliated corporations
and Employee are desirous of exchanging information during the term of this
Agreement and during the period of the time Employee is affiliated with the
Corporation and its affiliated corporations relating to the development of
Eco-resorts and that during the above periods of time, the Corporation and its
affiliated corporations may disclose to the Employee certain information
pursuant to this Agreement which the Corporation and its affiliated corporations
deems proprietary (hereinafter referred to as "Information").
In order to protect the Information, the parties hereto agree that during
the period of Employee's affiliation with the Corporation and its affiliated
corporations, and for a period of two (2) years from the termination date of any
affiliation with the Corporation and its affiliated corporations, Employee shall
not disclose information it receives or has received from Corporation or it's
affiliated corporations that is proprietary in nature, including, but not by way
of limitation, information marked PROPRIETARY or CONFIDENTIAL or STRICTLY
PRIVATE or INTERNAL DATA, to any other person, firm or corporation, or use it
for its own benefit except as provided herein, and shall use no less stringent
degree of care to void disclosure or use of such Information than Employee
employs with respect to his own proprietary information which it does not wish
to be disseminated, published or disclosed.
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The parties hereto agree that Information shall not be deemed proprietary
and Employee shall have no obligation with respect to any such Information
which:
A. Is already known to Employee through lawful channels of communication;
B. Is or becomes publicly known through no wrongful act of Employee;
C. Is rightfully received from a third party without similar restriction
and without breach of this Agreement;
D. Is independently developed by Employee without breach of this
Agreement;
E. Is furnished to a third party by Corporation and its affiliated
corporations without a similar restriction on the third party's
rights; or
F. Is approved for release by written authorization of Corporation or its
affiliated corporations. Either party may, without breach of this
Agreement, disclose Information to the government by reason of a
governmental requirement or to a court by reason of operation of law.
G. Employee shall not be liable for (1) inadvertent disclosure or use of
Information provided that (a) same degree of care in safeguarding such
Information as it used for its own information of like importance, and
(b) upon discovery of such inadvertent disclosure or use of such
Information, it fails to safeguard such Information with not less than
the same degree of care as it uses for its own proprietary Information
of like importance.
H. In the event Information should be lost, stolen or otherwise
compromised, the party formerly in possession of that Information
shall promptly notify the Corporation by phone, and follow up with a
detailed report in writing within ten (10) days. A coordinated effort
shall then be made to recover such Information.
I. All copies of written data delivered by one party hereto to the other
party pursuant to this Section shall be and remain the property of
such one party, and all such written data, and any copies thereof,
shall be promptly returned to such one party upon written request, or
destroyed at such one party's option.
J. Nothing contained in this Section shall be construed as granting or
conferring any rights by license or otherwise, expressly, implied, or
otherwise for any invention, discovery or improvement made, conceived,
or acquired prior to or after the date of this Agreement.
K. Employee and Corporation agree that the period set forth herein is
reasonable and further that the period set forth herein does not
terminate at the termination of this Agreement, but shall continue
throughout any period of affiliation, and for a two (2) year period
thereafter. This covenant may be enforced by specific performance or
any available legal or equitable remedy, including, but not by way of
limitation, temporary restraining orders or preliminary and permanent
injunctions, and the Corporation and its affiliated corporations shall
be entitled to recover from Employee all court costs and reasonable
attorney's fees incurred in enforcing this covenant. The remedies
hereunder shall not be exclusive of each other, but shall be
cumulative.
ARTICLE 14.DEFINITION OF AFFILIATION. Affiliation, as used in this Article,
shall mean any proprietary, employment or fiduciary relationship of the Employee
with the Corporation and
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its affiliated corporations, including, but not limited to, the position of
Employee as director, officer, employee or consultant of the Corporation or its
affiliated corporations.
ARTICLE 15.NEVADA LAW. This Agreement shall be governed by the laws of the State
of Nevada and shall be construed in accordance therewith.
ARTICLE 00.XX WAIVER. No provision of this Agreement may be waived except by an
agreement in writing signed by the waiving party. A waiver of any term or
provision shall not be construed as waiver of any other term or provision.
ARTICLE 17.BINDING EFFECT. This Agreement shall be binding upon the parties,
their heirs, executors, administrators, successors or assignees. The parties
agree to do any and all things necessary to effectuate the purpose of this
Agreement.
ARTICLE 00.XXXXXXXXXXXX. Throughout this Agreement, the singular shall include
the plural; the plural shall include the singular; and the masculine and neuter
shall include the feminine, wherever the context so requires.
ARTICLE 19.TEXT TO CONTROL. The headings of articles and sections are included
solely for convenience of reference. If any conflict between any heading and the
text of this Agreement exists, the text shall control.
ARTICLE 20.SEVERABILITY. If any provision of this Agreement is declared by a
court of competent jurisdiction to be invalid for any reason, such invalidity
shall not affect the remaining provisions. On the contrary, such remaining
provisions shall be fully severable, and this Agreement shall be construed and
enforced as if such invalid provisions never had been inserted in this
Agreement.
ARTICLE 21.AMENDMENT. This Agreement may be amended, altered or revoked at any
time, in whole or in part, by filing with this Agreement a written instrument
setting forth such charges, signed by the Corporation and the Employee.
ARTICLE 22.NOTICES. All notices required to be given by Agreement shall be made
in writing either by:
A. Personal delivery to the party requiring notice and securing a written
receipt, or
B. Mailing notice in the U.S. mails to the last known address of the
requiring notice, which shall be the address shown on the records of
the Corporation for the Employee, by certified mail, return receipt
requested.
C. The effective date of the notice shall he the date of the written
receipt received upon delivery in Paragraph A above or four (4) days
after the date the notice was delivered to the U.S. mail as posted on
the receipt in Paragraph 2 above.
D. The parties hereby execute this Employment Agreement on the day and
year first written above.
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CREST VIEW, INC.
/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxx, President
EMPLOYEE:
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
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