1
Exhibit 4.1
Employment Agreements
2
Exhibit 4.1.a
Employment Agreement
of
Xxxx Xxxxxx
3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") made effective as of September 25,
2000, is between Litigation Factoring Group, Inc., a Colorado Corporation (the
"Company") whose address is 0000 Xxxx 0xx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 and F.
Xxxxxxx Xxxxxx (the "Employee").
RECITALS
1. The Company intends to significantly alter its business plan set forth in the
March 15, 2000 Disclosure Memorandum. The business plan is to develop and market
color measuring devices through established separate agreements with Xxxxx
Xxxxxx and Xxxx Xxxxxxx, hereinafter referred to as (the "New Business Plan"),
which mayor may not prove lucrative.
2. The Company believes that the development, operation and growth of the
Company will be materially enhanced by the capabilities, industry and experience
of the Employee, and that the services of the Employee will be of value to the
Company.
3. The Company deems it to be in the Company's best interests to have an
employment contract with the Employee.
4. The Company realizes that inducement must be offered to the Employee in order
that the Company retain the services of the Employee. The Company is willing to
make such inducements in the form of compensation and other benefits.
AGREEMENT
IN CONSIDERATION of the foregoing recitals, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
the mutual covenants set forth below, the Company and the Employee agree as
follows:
1. EMPLOYMENT. The Company hereby agrees to employ the Employee and the Employee
hereby accepts employment with the Company on the terms and conditions set forth
in this Agreement.
2. TERM. The employment of the Employee under this Agreement is effective
September 25, 2000 and shall continue for a term ending December 31, 2005
(unless terminated pursuant to other provisions of this Agreement) provided
that, unless terminated, this Agreement shall automatically be renewed for
additional periods of one year commencing on January 1st of each year
thereafter.
3. DUTIES AND SERVICES.
a. Scope of Duties and Services. The Employee shall assist in the
duties of the Company president and shall provide the following
additional services on a part time basis:
4
i. The Employee shall provide such services (above described)
faithfully and to the best of his ability and his time, energy
and skill to such employment. The Employee shall be furnished
with office space, and such other facilities, amenities and
services as are reasonably suitable to the Employee's position
and appropriate for performance of the Employee's duties under
this Agreement. The Employee's services will include, by way
of example, but not be limited to: management of the Company
and to handle negotiations and business matters concerning the
new business plan.
b. Compensation. As compensation for the performance of the Employee's
services under this Agreement, the Company shall pay to the Employee
two forms of compensation, specifically, "Annual Compensation" and
"Participation in Profits of the Company", detailed as follows:
i. Annual Compensation: Annual compensation shall be paid by
the Company in a minimum amount of $2,500.00 per calendar
year. The Employee has credited the Company for $15,000.00 of
the required compensation by receipt of 100,000 shares of the
Company's common stock at $.15 per share, which is covered by
separate subscription agreement of even effective date.
Surplus, if any shall be credited to continued obligation of
Company for the term of this Agreement. Deficit, if any shall
be paid separately, net of taxes. The Employee and Company
believe that the services to be provided by Employee that
would otherwise exceed the value of $2,500.00 per calendar
year will be more than compensated by the "Participation in
Profits of the Company" and "Stock Options" discussed below.
This Annual Compensation shall not survive death or disability
of Employee.
ii. Participation in Profits of the Company: The Employee
shall receive direct from the Company 7% of the Net Profits
made by the Company. The term "Net Profits" specifically
means, income specific to the Company, less expenses, and less
an expense allocation provided for one-half recovery of any
capital expenditure deemed necessary by the Company for the
establishment and expansion of its present and future business
plans, including capitalization of any of its business(s). For
example: Should the Company earn gross revenues of $500,000
during any particular year, with $200,000 in expenses, the net
income, prior to income tax liability would be $300,000 but
for the allowance of capital recovery. In the case of this
example, $100,000 was invested in capital expenditure during
the particular year, then and therefore a deduction of
one-half of the $100,000 would apply ($60,000) that leaves
$250,000 for purposes of calculating the 7% share to be
distributed to the Employee. The resulting calculation would
be $300,000 - less $50,000 = $250,000 x 7% or $17,500 in
compensation to Employee for that particular year. Capital
Expenditure is defined as any money or cash invested in the
business of the company, without respect to technical
correctness as far as standard accounting practices. The
Company shall pay Employee the compensation under this
provision during the year the income is earned. All
compensation shall be subject to payroll deductions and
withholdings. This provision for Participation of Profits of
the Company shall survive death or disability of the Employee.
5
4. Business Expenses. The Employee shall be reimbursed for proper expenses paid
by the Employee and upon proof of payment
5. Termination. This Agreement shall terminate upon the determination by the
Company that there is no need for the Employee, provided that the Employee shall
share in the sale of the Company and/or its business ventures on the following
formula:
a. First the Company shall retain for its shareholders the following
amounts: 1) $500,000 and 2) all of the assets of the Company, and/or
the proceeds of sale of the assets, but at remaining cost basis
regardless of valuation.
b. After the above deductions, portions will be distributed to
employees of the Company and Platinum Financial Fund, LLC and
specifically the Employee shall receive 7%. The Employee shall sign all
agreements deemed appropriate in order to make the distributions
without delay or conflict.
c. Other issues in the case of a sale of the Company and/or its
business ventures.
i. Subject to the provisions of 5.a) hereinabove, decisions,
valuations and allocations of assets shall be made and
determined by the Company and shaft be reasonable, but shall
be final and non-negotiable.
ii. Distributions of the aforesaid 7% percent amount shall be
final and the Employee will have no further interest in the
Company, thereafter, including without limitation any claims
under this Agreement, unless specifically agreed to in writing
between the Company and Employee.
6. Confidential Nature. The Employee understands that business developments of
the Company may be highly sensitive and release of non-publicly disclosed
information to persons or others not directly authorized by the Company could be
very damaging. Therefore, the Employee guaranties secrecy in all matters
disclosed to and learned by the Employee through the course of employment.
Failure to maintain secrecy in all matters, as required by the Company, shall be
cause for immediate termination and a waiver of all benefits and entitlements of
the Employee referred to in this Agreement, without hearing or legal action. It
is further agreed that if the Company's stock becomes publicly traded, the
Employee shall seek and obtain a favorable legal opinion from counsel for the
Company prior to trading in the stock of the Company for the individual account
of the Employee. Except as instructed by the Company or as needed as a normal
course of business, the Employee shall not divulge secrets of the Company,
including by way of example, but not limited to the forgoing: a) whom the
Company may be negotiating with to sell or license its products, b) details of
products that are not yet protected by patent laws, c) other matters that may
negatively impact the Company, if disclosed, etc.
7. The Employee shall still be entitled to his compensation described in the
March 15, 2000 disclosure memorandum wherein he is to receive 25% of the net
income before taxes at the corporate level.
6
8. Entire Agreement. Any changes to this Employment Agreement shall be in
writing between the Employee and Company.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement with the date being effective on the day and year first above written.
/s/ F. XXXXXXX XXXXXX
F. Xxxxxxx Xxxxxx
Litigation Factoring Group, Inc. a Colorado Corporation,
/s/ F. XXXXXXX XXXXXX
By: F. Xxxxxxx Xxxxxx. President
7
Exhibit 4.1.b
Employment Agreement
of
Xxxxxxx Xxxxx
8
Employment Agreement
THIS EMPLOYMENT AGREEMENT (this "Agreement") made effective as of the 8th day of
November, 2000, is between Color-Spec Technologies, Inc., a Colorado Corporation
(the "Company") whose address is 0000 Xxxx 0xx Xxxxxx, Xxxxxx, Xxxxxxxx 00000
and Xxxxxxx Xxxxx (the "Employee
RECITALS
1. The Company is in the business of development and production of color
matching and measurement devices and related technology.
2. The Company believes that the development, operation and growth of the
Company will be materially enhanced by the capabilities, industry and experience
of the Employee, and that the services of the Employee will be of value to the
Company.
3. The Company deems it to be in the Company's best interests to have an
employment contract with the Employee.
4. The Company realizes that inducement must be offered to the Employee in order
that the Company retain the services of the Employee. The Company is willing to
make such inducements in the form of compensation and other benefits.
AGREEMENT
IN CONSIDERATION of the foregoing recitals, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
the mutual covenants set forth below, the Company and the Employee agree as
follows:
1. EMPLOYMENT. The Company hereby agrees to employ the Employee and the
Employee hereby accepts employment with the Company on the terms and conditions
set forth in this Agreement.
2. TERM. The employment of the Employee under this Agreement will commence
November 8, 2000, and shall continue for a term ending November 8, 2002 (unless
terminated pursuant to other provisions of this Agreement) provided that, unless
terminated, this Agreement shall automatically be renewed for additional periods
of one year commencing on November 8th of each year thereafter.
3. DUTIES AND SERVICES.
a. Scope of Duties and Services. The Employee shall assist in the duties of the
Company president and shall provide the following additional services on apart
time basis:
i. The Employee shall provide such services (above described)
faithfully and to the best of her ability and her time, energy and skill to such
employment. The Employee shall be furnished with office space, and such other
facilities, amenities and services as are reasonably suitable to the Employee's
position and appropriate for performance of the Employee's duties under this
Agreement. The Employee's services will include, by way of example, but not be
limited to:
a. Accounting supervision and SEC filing work in
conjunction with counsel for the Company.
b. Reports and Projections for the Company.
9
c. Continued services as an officer and director of the
Company.
b. Compensation. As compensation for the performance of the
Employee's services under this Agreement, the Company shall pay to the Employee
two forms of compensation, specifically, and "Participation in Profits of the
Company" and "Stock Options" detailed as follows:
i. Participation in Profits of the Company: The Employee shall receive direct
from the Company 2% of the Net Profits made by the Company. The term "Net
Profits" specifically means, income specific to the Company, less expenses, and
less an expense allocation provided for one-half recovery of any capital
expenditure deemed necessary by the Company for the establishment and expansion
of its present and future business plans, including capitalization of any of its
business(s). For example: Should the Company earn gross revenues of $500,000
during any particular year, with $200,000 in expenses, the net income prior to
income tax liability would be $300,000 but for the allowance of capital
recovery. In the case of this example, $100,000 was invested in capital
expenditure during the particular year, then and therefore a deduction of
one-half of the $100,000 would apply ($50,000) that leaves $250,000 for purposes
of calculating the 2% share to be distributed to the Employee. The resulting
calculation would be $300,000 - less $50,000 = $250,000 x 2% or $5,000 in
compensation to Employee for that particular year. Capital Expenditure is
defined as any money or cash invested in the business of the company, without
respect to technical correctness as far as standard accounting practices. The
Company shall pay Employee the compensation under this provision during the year
the income is earned. All compensation shall be subject to payroll deductions
and withholdings. This provision for Participation of Profits of the Company
shall survive death or disability of the Employee.
ii. Stock Options: The Employee was given by separate agreement with Litigation
Factoring Group, Inc. (the previous company name) the option to purchase 25,000
shares (1,000 have been exercised) of common stock of the Company at a price of
$.15 per share through December 31, 2001.
4. Business Expenses. The Employee shall be reimbursed for proper expenses paid
by the Employee and upon proof of payment.
5. Termination. This Agreement shall terminate upon the determination by the
Company that there is no need for the Employee, provided that the Employee shall
share in the sale of the Company and or its business ventures on the following
formula:
a. First the Company shall retain for its shareholders the following amounts: 1)
$500,000 and 2) all of the assets of the Company, and or the proceeds of sale of
the assets, but at remaining cost basis regardless of valuation.
b. After the above deductions, portions will be distributed to employees of the
Company and Platinum Financial Fund, LLC and specifically the Employee shall
receive 2%. The Employee shall sign all agreements deemed appropriate in order
to make the distributions without delay or conflict.
c. Other issues in the case of a sale of the Company and or its business
ventures.
i. Subject to the provisions of 5.a] hereinabove, decisions, valuations and
allocations of assets shall be made and determined by the Company and shall be
reasonable, but shall be final and non-negotiable.
ii. Distributions of the aforesaid 2% percent amount shall be final and the
Employee will have no further interest in the Company, thereafter, including
without limitation any claims under this Agreement, unless specifically agreed
to in writing between the Company and Employee.
10
iii. Withholdings: Employee understands that compensation is subject to standard
withholdings.
iv. Insurance: Employee has her own health insurance and will not look to the
Company for any health insurance coverage or subsidy of her own insurance. The
compensation agreed to takes this into consideration.
6. Business Expenses. The Employee shall be reimbursed for proper expenses paid
by the Employee and upon proof of payment.
7. Termination. This Agreement shall terminate upon the determination by the
Company that Employee is not capable or willing to perform the duties described
above, however the options granted Employee shall survive the termination.
8. Confidential Nature. The Employee understands that business developments of
the Company may be highly sensitive and release of non-publicly disclosed
information to persons or others not directly authorized by the Company could be
very damaging. Therefore, the Employee guaranties secrecy in all matters
disclosed to and learned by the Employee through the course of employment.
Failure to maintain secrecy in all matters, as required by the Company, shall be
cause for immediate termination and a waiver of all benefits and entitlements of
the Employee referred to in this Agreement, without hearing or legal action. It
is further agreed that if the Company's stock becomes publicly traded, the
Employee shall seek and obtain a favorable legal opinion from counsel for the
Company prior to trading in the stock of the Company for the individual account
of the Employee. Except as instructed by the Company or as needed as a normal
course of business, the Employee shall not divulge secrets of the Company,
including by way of example, but not limited to the forgoing: a) whom the
Company may be negotiating with to sell or license its products, b) details of
products that are not yet protected by patent laws, c) other matters that may
negatively impact the Company, if disclosed, etc.
9. Entire Agreement. Any changes to this Employment Agreement shall be in
writing between the Employee and Company.
IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement
with the date being effective on the day and year first above written.
/s/ XXXXXXX XXXXX
Xxxxxxx Xxxxx
Color-Spec Technologies, Inc. a
Colorado Corporation
/s/ COLOR-SPEC TECHNOLOGIES, INC.
11
Exhibit 4.1.c
Employment Agreement
of
Xxxxx Xxxxxxxxx
12
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") made effective as of
September 25, 2000, is between Litigation Factoring Group, Inc., a Colorado
Corporation (the "Company") whose address is 0000 Xxxx 0xx Xxxxxx, Xxxxxx,
Xxxxxxxx 00000 and Xxxxx X. Xxxxxxxxx (the "Employee").
RECITALS
1. The Company intends to significantly alter its business plan set forth
in the March 15, 2000 Disclosure Memorandum. The business plan is to
develop and market color measuring devices through established separate
agreements with Xxxxx Xxxxxx and Xxxx Xxxxxxx, hereinafter referred to
as (the "New Business Plan"), which may or may not prove lucrative.
2. The Company believes that the development, operation and growth of the
Company will be materially enhanced by the capabilities, industry and
experience of the Employee, and that the services of the Employee will
be of value to the Company.
3. The Company deems it to be in the Company's best interests to have an
employment contract with the Employee.
4. The Company realizes that inducement must be offered to the Employee in
order that the Company retain the services of the Employee. The Company
is willing to make such inducements in the form of compensation and
other benefits.
AGREEMENT
IN CONSIDERATION of the foregoing recitals, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
the mutual covenants set forth below, the Company and the Employee agree as
follows:
1. EMPLOYMENT. The Company hereby agrees to employ the Employee and the
Employee hereby accepts employment with the Company on the terms and
conditions set forth in this Agreement.
2. TERM. The employment of the Employee under this Agreement is effective
September 25, 2000 and shall continue for a term ending December 31,
2005 (unless terminated pursuant to other provisions of this Agreement)
provided that, unless terminated, this Agreement shall automatically be
renewed for additional periods of one year commencing on January 1st of
each year thereafter.
3. DUTIES AND SERVICES.
a. Scope of Duties and Services. The Employee shall assist in the
duties of the Company president and shall provide the following
additional services on a part time basis:
I. The Employee shall provide such services (above
described) faithfully and to the best of his ability
and his time, energy and skill to such employment.
The Employee shall be furnished with office space,
and such other facilities, amenities and services as
are reasonably suitable to the Employee's position
and appropriate for performance of the Employee's
duties under this Agreement. The Employee's services
will include, by way of example, but not be limited
to: management of the Company's affairs concerning
manufacturing and distribution of developed product
and general guidance and consultation related to all
general matters concerning the new business plan.
b. Compensation. As compensation for the performance of the Employee's
services under this Agreement, the Company shall pay to the Employee
two forms of compensation, specifically, "Annual Compensation" and
"Participation in Profits of the Company", detailed as follows:
I. Annual Compensation: Annual compensation shall be
paid by the Company in a minimum amount of $2,500.00
per calendar year. The Employee has credited the
Company for $t5,000.00 of the required compensation
by receipt of t00,000 shares of the Company's common
stock at $.t5 per share, which is covered by separate
subscription agreement of even effective date.
Surplus, if any shall be credited to continued
obligation of Company for the term of this Agreement
Deficit if any shall be paid separately, net of
taxes. The Employee and Company believe that the
services to be provided by Employee
13
that would otherwise exceed the value of $2,500.00
per calendar year will be more than compensated by
the "Participation in Profits of the Company" and
"Stock Options" discussed below. This Annual
Compensation shall not survive death or disability of
Employee.
II. Participation in Profits of the Company: The
Employee shall receive direct from the Company 7% of
the Net Profits made by the Company. The term "Net
Profits" specifically means, income specific to the
Company, less expenses, and less an expense
allocation provided for one-half recovery of any
capital expenditure deemed necessary by the Company
for the establishment and expansion of its present
and future business plans, including capitalization
of any of its business(s). For example: Should the
Company earn gross revenues of $500,000 during any
particular year, with $200,000 in expenses, the net
income, prior to income tax liability would be
$300,000 but for the allowance of capital recovery.
In the case of this example,
$100,000 was invested in capital expenditure during
the particular year, then and therefore a deduction
of one-half of the $100,000 would apply ($50,000)
that leaves $250,000 for purposes of calculating the
7% share to be distributed to the Employee. The
resulting calculation would be $300,000 - less
$50,000 = $250,000 x 7% or $17,500 in compensation to
Employee for that particular year. Capital
Expenditure is defined as any money or cash invested
in the business of the company, without respect to
technical correctness as far as standard accounting
practices. The Company shall pay Employee the
compensation under this prevision during the year the
income is earned. All compensation shall be subject
to payroll deductions and withholdings. This
provision for Participation of Profits of the Company
shall survive death or disability of the Employee.
4. Business Expenses. The Employee shall be reimbursed for proper expenses
paid by the Employee and upon proof of payment.
5. Termination. This Agreement shall terminate upon the determination by
the Company that there is no need for the Employee, provided that the
Employee shall share in the sale of the Company and/or its business
ventures on the following formula:
A. First the Company shall retain for its shareholders the
following amounts: 1) $500,000 and 2) all of the assets of
the Company, and/or the proceeds of sale of the assets, but at
remaining cost basis regardless of valuation.
B. After the above deductions, portions will be distributed to
employees of the Company and Platinum Financial Fund, LLC and
specifically the Employee shall receive 7%. The Employee shall
sign all agreements deemed appropriate in order to make the
distributions without delay or conflict.
c. Other issues in the case of a sale of the Company and/or
its business ventures.
I. Subject to the provisions of 5.a) hereinabove,
decisions, valuations and allocations of assets shall
be made and determined by the Company and shall be
reasonable, but shall be final and non-negotiable.
II. Distributions of the aforesaid 7% percent amount
shall be final and the Employee will have no further
interest in the Company, thereafter, including
without limitation any claims under this Agreement,
unless specifically agreed to in writing between the
Company and Employee.
6. Confidential Nature. The Employee understands that business
developments of the Company may be highly sensitive and release of
non-publicly disclosed information to persons or others not directly
authorized by the Company could be very damaging. Therefore, the
Employee guaranties secrecy in all matters disclosed to and learned
by the Employee through the course of employment. Failure to maintain
secrecy in all matters, as required by the Company, shall be cause
for immediate termination and a waiver of all benefits and
entitlements of the Employee referred to in this Agreement, without
hearing or legal action. It is further agreed that if the Company's
stock becomes publicly traded, the Employee shall seek and obtain a
favorable legal opinion from counsel for the Company prior to trading
in the stock of the Company for the individual account of the
Employee. Except as instructed by the Company or as needed as a
normal course
14
of business, the Employee shall not divulge secrets of the Company,
including by way of example, but not limited to the forgoing: a) whom
the Company may be negotiating with to sell or license its products, b)
details of products that are not yet protected by patent laws, c) other
matters that may negatively impact the Company, if disclosed, etc.
7. Entire Agreement. Any changes to this Employment Agreement shall be in
writing between the Employee and Company.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement with the date being effective on the day and year first above written.
/s/ XXXXX X. XXXXXXXXX
Xxxxx X. Xxxxxxxxx
Litigation Factoring Group, Inc.
a Colorado Corporation,
/s/ LITIGATION FACTORING GROUP, INC.
15
Exhibit 4.1.d
Employment Agreement
of
Xxxx Xxxxxxx
16
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") made effective as
of September 25, 2000, is between Litigation Factoring Group, Inc., a Colorado
Corporation (the "Company") whose address is 0000 Xxxx 0xx Xxxxxx, Xxxxxx,
Xxxxxxxx 00000 and Xxxx Xxxxxxx (the "Employee").
RECITALS
1. The Company intends to significantly alter its business plan
set forth in the March 15, 2000 Disclosure Memorandum. The
business plan is to develop and market color measuring devices
through established separate agreements with Xxxxx Xxxxxx and
Xxxx Xxxxxxx, hereinafter referred to as (the "New Business
Plan"), which may or may not prove lucrative.
2. The New Business Plan contemplated development of additional
technologies discussed in part in the attached Exhibit "A".
3. The Employee has signed as part of this Agreement an Employee
Proprietary Information and Inventions Agreement, attached
hereto as Exhibit "B".
4. The Company believes that the development, operation and
growth of the Company will be materially enhanced by the
capabilities, industry and experience of the Employee, and
that the services of the Employee will be of value to the
Company.
5. The Company deems it to be in the Company's best interests to
have an employment contract with the Employee.
6. The Company realizes that inducement must be offered to the
Employee in order that the Company retain the services of the
Employee. The Company is willing to make such inducements in
the form of compensation and other benefits.
AGREEMENT
IN CONSIDERATION of the foregoing recitals, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and the mutual covenants set forth below, the Company and the
Employee agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ the Employee
and the Employee hereby accepts employment with the Company on
the terms and conditions set forth in this Agreement.
2. TERM. The employment of the Employee under this Agreement is
effective
September 25, 2000 and shall continue for a term ending
December 31, 2005 (unless terminated pursuant to other
provisions of this Agreement) provided
17
that, unless terminated, this Agreement shall automatically be
renewed for additional periods of one year commencing on
January 1st of each year thereafter.
3. DUTIES AND SERVICES.
a. Scope of Duties and Services. The Employee shall
assist in the duties of the Company president and
shall provide the following additional services on a
part time basis:
i. The Employee shall provide such services (above
described) faithfully and to the best of her ability
and her time, energy and skill to such employment.
The Employee shall be furnished with part time use of
the Company office space, and such other facilities,
amenities and services as are reasonably suitable to
the Employee's position and appropriate for
performance of the Employee's duties under this
Agreement. The Employee's services will include, by
way of example, but not be limited to: development
and engineering the product(s) of the Patent
Disclosure attached hereto as Exhibit "C" that is
assigned by separate instrument.
ii. The Employee has agreed to other matters in the
an Employee Proprietary Information and Inventions
Agreement, signed and attached hereto as Exhibit "B"
which is a part of the Duties and Services in this
Agreement
b. Compensation. As compensation for the performance of
the Employee's services under this Agreement, the
Company shall pay to the Employee three forms of
compensation, specifically, "Annual Compensation Paid
by Stock", "Additional Cash Compensation for First
Year" and "Stock Options" detailed as follows:
i. Annual Compensation: Annual compensation shall be
paid by the Company in a minimum amount of $2,154.10
per calendar year. The Employee has credited the
Company for $12,924.60 of the required compensation
by receipt of 86,164 shares of the Company's common
stock at $.15 per share, which is covered by separate
subscription agreement of even effective date. The
Employee and Company believe that the services to be
provided by Employee that would otherwise exceed the
value of $2,154.10 per calendar year will be more
than compensated by the "Participation in Profits of
the Company" and "Stock Options" discussed below.
This Annual Compensation shall not survive death or
disability of Employee.
ii. Participation in Profits of the Company. The
Employee shall receive direct from the Company 10% of
the Net Profits made by the Company. The term "Net
profits" specifically means, income specific to the
Company, less expenses, and less an expense
allocation provided for one-half recovery of any
capital expenditure deemed necessary by the
18
Company for the establishment and expansion of its
present and future business plans, including
capitalization of any of its business(s). For
example: Should the Company earn gross revenues of
$500,000 during any particular year, with $200,000 in
expenses, the net income, prior to income tax
liability would be $300,000 but for the allowance of
capital recovery. In the case of this example,
$100,000 was invested in capital expenditure during
the particular year, then and therefore a deduction
of one-half of the $100,000 would apply ($50,000)
that leaves $250,000 for purposes of calculating the
10% share to be distributed to the Employee. The
resulting calculation would be $300,000 - less
$50,000 = $250,000 x 10% or $25,000 in compensation
to Employee for that particular year. Capital
Expenditure is defined as any money or cash invested
in the business of the company, without respect to
technical correctness as far as standard accounting
practices. The Company shall pay Employee the
compensation under this provision during the year the
income is earned. All compensation shall be subject
to payroll deductions and withholdings. This
provision for Participation of Profits of the Company
shall survive death or disability of the Employee.
4. Business Expenses. The Employee shall be reimbursed for proper
expenses paid by the Employee and upon proof of payment
5. Termination. This Agreement shall terminate upon the
determination by the Company that there is no need for the
Employee, provided that the Employee shall share in the sale
of the Company and/or its business ventures on the following
formula:
a. First the Company shall retain for its shareholders the
following amounts: 1) $500,000 and 2) all of the assets of the
Company, and/or the proceeds of sale of the assets, but at
remaining cost basis regardless of valuation.
b. After the above deductions, portions of the Net Profits of
the Company shall be paid to Platinum Financial Fund, LLC and
to other employees and agents of the Company, but 10% shall be
distributed to the Employee. The Employee shall sign all
agreements deemed appropriate in order to make the
distributions without delay or conflict.
c. Other issues in the case of a sale of the Company and/or
its business ventures.
i. Subject to the provisions of 5.a) hereinabove,
decisions, valuations and allocations of assets shall
be made and determined by the Company and shall be
reasonable, but shall be final and non-negotiable.
ii. Distributions of the aforesaid 10% percent amount
shall be final and the Employee will have no further
interest in the Company, thereafter, including
without limitation any claims under this Agreement,
unless specifically agreed to in writing between the
Company and Employee.
19
6. Confidential Nature. The Employee understands that business
developments of the Company may be highly sensitive and
release of non-publicly disclosed information to persons or
others not directly authorized by the Company could be very
damaging. Therefore, the Employee guaranties secrecy in all
matters disclosed to and learned by the Employee through the
course of employment. Failure to maintain secrecy in all
matters, as required by the Company, shall be cause for
immediate termination and a waiver of an benefits and
entitlements of the Employee referred to in this Agreement,
without hearing or legal action. It is further agreed that if
the Company's stock becomes publicly traded, the Employee
shall seek and obtain a favorable legal opinion from counsel
for the Company prior to trading in the stock of the Company
for the individual account of the Employee. Except as
instructed by the Company or as needed as a normal course of
business, the Employee shall not divulge secrets of the
Company, including by way of example, but not limited to the
forgoing: a) whom the Company may be negotiating with to sell
or license its products, b) details of products that are not
yet protected by patent laws, c) other matters that may
negatively impact the Company, if disclosed, etc.
7. Entire Agreement. Any changes to this Employment Agreement
shall be in writing between the Employee and Company.
IN WITNESS WHEREOF, the Company and the Employee have executed
this Agreement with the date being effective on the day and year first above
written.
/s/ XXXX XXXXXXX
Xxxx Xxxxxxx
Litigation Factoring Group, Inc.
a Colorado Corporation
By: /s/ F. XXXXXXX XXXXXX
F. Xxxxxxx Xxxxxx, President
20
EMPLOYEE PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by
Litigation Factoring GroUP3 Inc., (the "Company"), and the compensation now and
hereafter paid to me, I hereby agree as follows:
1. NON-DISCLOSURE.
1.1 RECOGNITION OF COMPANY'S RIGHTS; NON-DISCLOSURE. At all
times during my employment and thereafter, I will hold in strictest confidence
and will not disclose, use, lecture upon or publish any of the Company's
Proprietary Information (defined below), except as such disclosure, use or
publication may be required in connection with my work for the Company, or
unless an officer of the Company expressly authorizes such in writing. I will
obtain Company's written approval before publishing or submitting for
publication any material (written, verbal, or otherwise) that relates io my work
at Company and/or incorporates any Proprietary Information. I hereby assign to
the Company any rights I may have or acquire in such Proprietary Information and
recognize that all Proprietary Information shall be the sole property of the
Company and its assigns.
1.2 PROPRIETARY INFORMATION. The term "PROPRIETARY
INFORMATION" shall mean any and all confidential and/or proprietary knowledge,
data or information of the Company. By way of illustration but not limitation,
"PROPRIETARY INFORMATION" includes (a) trade secrets, inventions, mask works,
ideas, processes, formulas, source and object codes, data, programs, other works
of authorship, know-how, improvements, discoveries, developments, designs and
techniques (hereinafter collectively referred to as "Inventions"); (b)
information regarding plans for research, development, new products, marketing,
and selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; and (c) information
regarding the skills and compensation of other employees of the Company.
Notwithstanding the foregoing, it is understood that, at all such times, I am
free to use information which is generally known in the trade or industry, which
is not gained as a result of a breach of this Agreement, and my own skill,
knowledge, know-how and experience to whatever extent and in whichever way I
wish.
1.3 NON-SOLICITATION. I shall not during the term of my
employment, and for a period of one year thereafter, directly or indirectly, use
any Proprietary Information to:
1.3.1 solicit induce, entice, or attempt to entice,
any employee of the Company to terminate his or her
employment with the Company;
1.3.2 solicit induce, entice, or attempt to entice,
any customer of the Company to terminate its business
relationship with the Company, including those that
have been the Company's customers within the one year
preceding my termination;
1.3.3 directly or indirectly solicit or provide
services to any customer of the Company including
those who have been the Company's customers within
the one year preceding my termination.
21
1.4 THIRD PARTY INFORMATION. I understand, in addition, that the
Company has received and in the future will receive from third parties
confidential or proprietary information ("THIRD PARTY Information")
subject to a duty on the Company's part to maintain the confidentiality
of such information and to use it only for certain limited purposes.
During the term of my employment and thereafter, I will hold Third
Party Information in the strictest confidence and will not disclose to
anyone (other than Company personnel who need to know such information
in connection with their work for the Company) or use, except in
connection with my work for the Company, Third Party Information unless
expressly authorized by an officer of the Company in writing.
1.5 NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS.
During my employment by the Company I will not improperly use or
disclose any confidential information or trade secrets, if any, of any
former employer or any other person to whom I have an obligation of
confidentiality, and I will not bring onto the premises of the Company
any unpublished documents or any property belonging to any former
employer or any other person to whom I have an obligation of
confidentiality unless consented to in writing by that former employer
or person. I will use in the performance of my duties only information
which is generally known and used by persons with training and
experience comparable to my own, which is common knowledge in the
industry or otherwise legally in the public domain, or which is
otherwise provided or developed by the Company.
2. ASSIGNMENT OF INVENTIONS.
2.1 PROPRIETARY RIGHTS. The term "PROPRIETARY RIGHTS" shall mean all
trade secret, patent copyright, mask work and other intellectual
property rights throughout the world.
2.2 PRIOR INVENTIONS. Inventions, if any, patented or unpatented,
which I made prior to the commencement of my employment with the
Company are excluded from the scope of this Agreement, with the
exception of any inventions, patented or unpatented, which are the
subject of an assignment agreement with the Company. To preclude any
possible uncertainty, I have set forth on Exhibit A (Previous
Inventions, attached hereto and made a part of this Agreement), in
sufficient detail to enable the Company to determine the scope, purpose
and application of such invention, a complete list of any Inventions
that I have, alone or jointly with others, conceived, developed or
reduced to practice or caused to be conceived, developed or reduced to
practice prior to the commencement of my employment with the Company,
that I consider to be my property or the property of third parties and
that I wish to have excluded from the scope of this Agreement
(collectively referred to as "PRIOR INVENTIONS"). If disclosure of any
such Prior Invention would cause me to violate any prior
confidentiality agreement, I understand that I am not to list such
Prior Inventions in Exhibit A but am only to disclose a cursory name
for each such invention, a listing of the party (ies) to whom it
belongs and the fact that full disclosure as to such inventions has not
been made for that reason. A space is provided on Exhibit A for such
purpose. If no such disclosure is attached, I represent that there are
no Prior Inventions. If, in the course of my
22
employment with the Company, I incorporate a Prior Invention into a
Company product, process or machine, the Company is hereby granted and
shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license (with rights to sublicense through multiple tiers of
sublicensees) to make, have made, modify, use and sell such Prior
Invention. Notwithstanding the foregoing, I agree that I will not.
incorporate, or permit to be incorporated, Prior Inventions in any
Company Inventions without the Company's prior written consent.
2.3 ASSIGNMENT OF INVENTIONS. Subject to Sections 2.4, and 2.6, 1
hereby assign and agree to assign in the future (when any such
Inventions or Proprietary Rights are first reduced to practice or first
fixed in a tangible medium, as applicable) to the Company all my right,
title and interest in and to any and all Inventions (and all
Proprietary Rights with respect thereto) whether or not patentable or
registrable under copyright or similar statutes, made or conceived or
reduced to practice or learned by me, either alone or jointly with
others, during the period of my employment with the Company. Inventions
assigned to the Company, or to a third party as directed by the Company
pursuant to this Section 2, are hereinafter referred to as "COMPANY
INVENTIONS."
2.4 NON-ASSIGNABLE INVENTIONS. I recognize that, in the event of a
specifically applicable state law, regulation, rule, or public policy
("SPECIFIC INVENTIONS LAW"), this Agreement will not be deemed to
require assignment of any invention which qualifies fully for
protection under a Specific Inventions Law by virtue of the fact that
any such invention was, for example, developed entirely on my own time
without using the Company's equipment, supplies, facilities, or trade
secrets and neither related to the Company's actual or anticipated
business, research or development, nor resulted from work performed by
me for the Company. In the absence of a Specific Inventions Law, the
preceding sentence will not apply.
2.5 OBLIGATION TO KEEP COMPANY INFORMED. During the period of my
employment and for twelve (12) months after termination of my
employment with the Company, I will promptly disclose to the Company
fully and in writing all Inventions authored, conceived or reduced to
practice by me, either alone or jointly with others. In addition, I
will promptly disclose to the Company all patent applications filed by
me or on my behalf within a year after termination of employment. At
the time of each such disclosure, I will advise the Company in writing
of any Inventions that I believe fully qualify for protection under the
provisions of a Specific Inventions Law; and I will at that time
provide to the Company in writing all evidence necessary to
substantiate that belief. The Company will keep in confidence and will
not use for any purpose or disclose to third parties without my consent
any confidential information disclosed in writing to the Company
pursuant to this Agreement relating to Inventions that qualify fully
for protection under a Specific Inventions Law. I will preserve the
confidentiality of any Invention that does not fully qualify for
protection under a Specific Inventions Law.
23
2.6 GOVERNMENT OR THIRD PARTY. I also agree to assign all my right,
title and interest in and to any particular Invention to a third party,
including without limitation the United States, as directed by the
Company.
2.7 WORKS FOR HIRE. I acknowledge that all original works of authorship
which are made by me (solely or jointly with others) within the scope
of my employment and which are protectable by copyright are "works made
for hire," pursuant to United States Copyright Act (17 U.S.C. Section
101).
2.8 ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the Company in
every proper way to obtain, and from time to time enforce, United
States and foreign Proprietary Rights relating to Company Inventions in
any and all countries. To that end I will execute, verify and deliver
such documents and perform such other acts ( including appearances as a
witness) as the Company may reasonably request for use in applying for,
obtaining, perfecting, evidencing, sustaining and enforcing such
Proprietary Rights and the assignment thereof. In addition, I will
execute, verify and deliver assignments of such Proprietary Rights to
the Company or its designee. My obligation to assist the Company with
respect to Proprietary Rights relating to such Company Inventions in
any and all countries shall continue beyond the termination of my
employment but the Company shall compensate me at a reasonable rate
after my termination for the time actually spent by me at the Company's
request on such assistance.
In the event the Company is unable for any reason, after
reasonable effort, to secure my signature on any document needed in
connection with the actions specified in the preceding paragraph, I
hereby irrevocably designate and appoint the Company and its duly
authorized officers and agents as my agent and attorney in fact, which
appointment is coupled with an interest, to act for and in my behalf to
execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding
paragraph with the same legal force and effect as if executed by me. I
hereby waive and quitclaim to the Company any and all claims, of any
nature whatsoever, which I now or may hereafter have for infringement
of any Proprietary Rights assigned hereunder to the Company.
3. RECORDS. I agree to keep and maintain adequate and current records ( in the
form of notes, sketches, drawings and in any other form that may be required by
the Company) of all Proprietary Information developed by me and all Inventions
made by me during the period of my employment at the Company, which records
shall be available to and remain the sole property of the Company at all times.
4. ADDITIONAL ACTIVITIES. I agree that during the period of my employment by the
Company I will not, without the Company's express written consent, engage in any
employment or business activity which is competitive with, or would otherwise
conflict with, my employment by the Company.
5. NO CONFLICTING OBLIGATION. I represent that my performance of all the terms
of this Agreement and as an employee of the Company does not and will not breach
any agreement to keep in confidence information acquired by me in confidence or
in trust prior to my
24
employment by the Company. I have not entered into, and I agree I will not enter
into, any agreement either written or oral in conflict herewith.
6. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I will
deliver to the Company any and all drawings, notes, memoranda, specifications,
devices, formulas, and documents, together with all copies thereof, and any
other material containing or disclosing any Company Inventions, Third Party
Information or Proprietary Information of the Company. I further agree that any
property situated on the Company's premises and owned by the Company, including
disks and other storage media, filing cabinets or other work areas, is subject
to inspection by Company personnel at any time with or without notice. Prior to
leaving, I will cooperate with the Company in completing and signing the
Company's termination statement.
7. DEDUCTIONS FOR UNRETURNED PROPERTY. I agree to return all of the Company's
equipment and property, including, but not limited to, laptop or other computers
and cellular telephones, upon termination of employment. I authorize the Company
to deduct the replacement cost of any such unreturned equipment or property,
including reasonable attorneys' fees incurred in securing the return of said
property, from any monies owed by the Company to me at the time of termination.
I acknowledge that such a deduction constitutes "a lawful charge or
indebtedness" pursuant to Colorado law, C.R.S. Section 84-101, et seq.
8. LEGAL AND EQUITABLE REMEDIES.
8.1 I agree that the provisions of Section I of this Agreement are
reasonable and, necessary protection for the immediate and substantial
interests of the Company, and that any violation of these provisions
would cause substantial and irreparable injury to the Company. Because
my services are personal and unique and because I may have access to
and become acquainted with the Proprietary Information of the Company,
the Company shall have the right to enforce this Agreement and any of
its provisions by injunction, specific performance or other equitable
relief, without bond and without prejudice to any other rights and
remedies that the Company may have for a breach of this Agreement.
8.2 In the event of a breach by me of any of the provisions in Section
1, I shall pay to the Company liquidated damages in the amount of
$5,000.00 for each such breach, in addition to any relief identified in
Section 8 herein. The parties agree that, because of the difficulty in
ascertaining actual damages from such breach, this amount is a
reasonable estimate of the presumed actual, damages caused by a breach
of any of the provisions in Section 1, and that the parties intend to
liquidated damages for any such breach.
9. NOTICES. Any notices required or permitted hereunder shall be given to the
appropriate party at the address specified below or at such other address as the
party shall specify in writing. Such notice shall be deemed given upon personal
delivery to the appropriate address or if sent by certified or registered mail,
three (3) days after the date of mailing.
25
10. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the
Company, I hereby consent to the notification of my new employer of my rights
and obligations under this Agreement.
11. GENERAL PROVISIONS.
11.1 GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement
will be governed by and construed according to the laws of the State of
Colorado. I hereby expressly consent to the personal jurisdiction of
the state and federal courts located in Denver, Colorado, for any
lawsuit filed there against me by the Company arising from or related
to this Agreement.
11.2. DISPUTE RESOLUTION. Unless otherwise prohibited by law or
specified below, the parties hereto agree that, in the event of a
dispute arising under the terms and conditions of this Agreement, the
laws of the State of Colorado shall apply in determining any matters
pertaining to the dispute, and that any disputes arising hereunder
shall be resolved pursuant to arbitration to be held before the
Judicial Arbiter Group in Denver, Colorado, before a judge to be
decided in the sole discretion of the Company, or before a private
attorney in the Denver metropolitan area mutually agreeable to the
parties hereto. However, nothing in this section is intended to prevent
either party from obtaining injunctive relief in any court of competent
jurisdiction to prevent irreparable harm pending the conclusion of any
such arbitration.
11.3. SEVERABILITY. In case any one or more of the provisions contained
in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this
Agreement and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. If,
moreover, any one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the extent
compatible with the applicable law as it shall then appear.
11.4. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and
will be for the benefit of the Company, its successors, and its
assigns.
11.5. SURVIVAL. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by
the Company to any successor in interest or other assignee.
11.6. EMPLOYMENT. I agree and understand that nothing in this Agreement
shall confer any right with respect to continuation of employment by
the Company, nor shall it interfere in any way with my right or the
Company's right to terminate my employment at any time, with or without
cause.
11.7. WAIVER. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by
the Company of any right
26
under this Agreement shall be construed as a waiver of any other right.
The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.
11.8. ENTIRE AGREEMENT. The obligations pursuant to Sections 1 and 2 of
this Agreement shall apply to any time during which I was previously
employed, or am in the future employed, by the Company as a consultant
or independent contractor if no other agreement governs nondisclosure
and assignment of inventions during such period. This Agreement is the
final, complete and exclusive agreement of the parties with respect to
the subject matter hereof and supersedes and merges all prior
discussions between us. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing and signed by the party to be charged. Any
subsequent change or changes in my duties, salary or compensation will
not affect the validity or scope of this Agreement.
12. ATTORNEY'S FEES. If the Company brings a suit or any other type of legal
action or process, including arbitration, to enforce its rights under this
Agreement, it shall be entitled to collect from me reasonable attorneys' fees
and expenses, including the fees and expenses incurred for any appeals.
THIS AGREEMENT shall be effective as of the first day of my employment
or continued employment with the Company, which date is September 25, 2000.
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.
I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
Dated: September 25, 2000
/s/ XXXX XXXXXXX
Xxxx Xxxxxxx
ACCEPTED AND AGREED TO:
Litigation Factoring Group, Inc.
By: /s/ F. XXXXXXX XXXXXX
F. Xxxxxxx Xxxxxx
Title: President
0000 Xxxx 0xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
27
EXHIBIT A
Previous Inventions
1. Except as listed in Section 2 below, the following is a complete list of all
inventions or improvements relevant to the subject matter of my employment by
the Company that have been made or conceived or first reduced to practice by me
alone or jointly with others prior to my engagement by the Company.
No inventions or improvements.
See below:
Color comparison device for use with pocket PC or palmtop computers,
dental colorimeter, miniature colorimeter, and grain discrimination
sensor.
Additional sheets attached.
2. Because of a prior confidentiality agreement, I cannot complete the
disclosure under Section 1 above with respect to inventions or improvements
generally listed below, the proprietary rights and duty of confidentiality with
respect to which I owe to the following party (ies):
Invention or Improvement
1.
2.
3.
Additional sheets attached.
28
Exhibit 4.1.e
Employment Agreement
of
Xxxxx Xxxxxx
29
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") made effective as of
September 25, 2000, is between Litigation Factoring Group, Inc., a Colorado
Corporation (the "Company") whose address is 0000 Xxxx 0xx Xxxxxx, Xxxxxx,
Xxxxxxxx 00000 and Xxxxx Xxxxxx (the "Employee").
RECITALS
1. The Company intends to significantly alter its business plan set forth in the
March 15, 2000 Disclosure Memorandum. The business plan is to develop and market
color measuring devices through established separate agreements with Xxxxx
Xxxxxx and Xxxx Xxxxxxx, hereinafter referred to as (the "New Business Plan"),
which may or may not prove lucrative.
2. The New Business Plan contemplated development of additional technologies
discussed in part in the attached Exhibit "A".
3. The Employee has signed as part of this Agreement an Employee Proprietary
Information and Inventions Agreement, attached hereto as Exhibit "B".
4. The Company believes that the development, operation and growth of the
Company will be materially enhanced by the capabilities, industry and experience
of the Employee, and that the services of the Employee will be of value to the
Company.
5. The Company deems it to be in the Company's best interests to have an
employment contract with the Employee.
6. The Company realizes that inducement must be offered to the Employee in order
that the Company retain the services of the Employee. The Company is willing to
make such inducements in the form of compensation and other benefits.
AGREEMENT
IN CONSIDERATION of the foregoing recitals, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and the mutual covenants set forth below, the Company and the
Employee agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ the Employee and the Employee
hereby accepts employment with the Company on the terms and conditions set forth
in this Agreement.
2. TERM. The employment of the Employee under this Agreement is effective
September 25, 2000 and shall continue for a term ending December 31, 2005
(unless terminated pursuant to other provisions of this Agreement) provided
that, unless terminated, this Agreement shall automatically be renewed for
additional periods of one year commencing on January 1st of each year
thereafter.
30
3. DUTIES AND SERVICES.
a. Scope of Duties and Services. The Employee shall assist in the
duties of the Company president and shall provide the following
additional services on a part time basis:
i. The Employee shall provide such services (above described)
faithfully and to the best of his ability and his time, energy
and skill to such employment. The Employee shall be furnished
with part time use of the Company office space, and such other
facilities, amenities and services as are reasonably suitable
to the Employee's position and appropriate for performance of
the Employee's duties under this Agreement. The Employee's
services will include, by way of example, but not be limited
to development and engineering the product(s) of the Patent
Disclosure attached hereto as Exhibit "C" that is assigned by
separate instrument.
ii. The Employee has agreed to other matters in the an
Employee Proprietary Information and Inventions Agreement,
signed and attached hereto as Exhibit "B" which is a part of
the Duties and Services in this Agreement.
b. Compensation. As compensation for the performance of the Employee's
services under this Agreement, the Company shall pay to the Employee
three forms of compensation, specifically, "Annual Compensation Paid by
Stock", "Additional Cash Compensation for First Year", "Participation
in Profits of the Company" and "Stock Options" detailed as follows:
i. Annual Compensation: Annual compensation shall be paid by
the Company in a minimum amount of $2,904.10 per calendar
year. The Employee has credited the Company for $17,424.60 of
the required compensation by receipt of 116,164 shares of the
Company's common stock at $.15 per share, which is covered by
separate subscription agreement of even effective date. The
Employee and Company believe that the services to be provided
by Employee that would otherwise exceed the value of $2,904.10
per calendar year will be more than compensated by the
"Participation in Profits of the Company" and "Stock Options"
discussed below. This Annual Compensation shall not survive
death or disability of Employee.
ii. Additional Cash Compensation for First Year. The Employee
has heretofore sought out outside consulting work to
supplement his living expenses. It is critical that the
Employee cease this action and commit a greater time allowance
to the Duties and Services of the Company. It is believed that
the New Business Plan will generate sufficient revenues to
Employee within twelve months of the effective date of this
Agreement to not even need outside consulting work. In order
to bridge the twelve month gap and compensate the Employee for
his agreement not to do any outside consulting work during the
term of this Agreement, the Company agrees to pay to Employee
$1,000 per month, less
31
normal payroll deductions, commencing November 1, 2000. Only
fifteen (15) hours available per week - more pay due if more
hours.
iii. Participation in Profits of the Company: The Employee
shall receive direct from the Company 10% of the Net Profits
made by the Company. The term "Net profits" specifically
means, income specific to the Company, less expenses, and less
an expense allocation provided for one-half recovery of any
capital expenditure deemed necessary by the Company for the
establishment and expansion of its present and future business
plans, including capitalization of any of its business(s). For
example: Should the Company earn gross revenues of $500,000
during any particular year, with $200,000 in expenses, the net
income, prior to income tax liability would be $300,000 but
for the allowance of capital recovery. In the case of this
example, $100,000 was invested in capital expenditure during
the particular year, then and therefore a deduction of
one-half of the $100,000 would apply ($50,000) that leaves
$250,000 for purposes of calculating the 10% share to be
distributed to the Employee. The resulting calculation would
be $300,000 - less $50,000 = $250,000 x 10% or $25,000 in
compensation to Employee for that particular year. Capital
Expenditure is defined as any money or cash invested in the
business of the company, without respect to technical
correctness as far as standard accounting practices. The
Company shall pay Employee the compensation under this
provision during the year the income is earned. All
compensation shall be subject to payroll deductions and
withholdings. This provision for Participation of Profits of
the Company shall survive death or disability of the Employee.
4. Business Expenses. The Employee shall be reimbursed for proper expenses paid
by the Employee and upon proof of payment.
5. Termination. This Agreement shall terminate upon the determination by the
Company that there is no need for the Employee, provided that the Employee shall
share in the sale of the Company and/or its business ventures on the following
formula:
a. First the Company shall retain for its shareholders the following
amounts: 1) $500,000 and 2) all of the assets of the Company, and/or
the proceeds of sale of the assets, but at remaining cost basis
regardless of valuation.
b. After the above deductions, portions of the Net Profits of the
Company shall be paid to Platinum Financial Fund, LLC and to other
employees and agents of the Company, but 10% shall be distributed to
the Employee. The Employee shall sign all agreements deemed appropriate
in order to make the distributions without delay or conflict.
c. Other issues in the case of a sale of the Company and/or its
business ventures.
i. Subject to the provisions of 5.a) hereinabove, decisions,
valuations and allocations of assets shall be made and
determined by the Company and shall be reasonable, but shall
be final and nonnegotiable.
32
ii. Distributions of the aforesaid 10% percent amount shall be
final and the Employee will have no further interest in the
Company, thereafter, including without limitation any claims
under this Agreement, unless specifically agreed to in writing
between the Company and Employee.
6. Confidential Nature. The Employee understands that business developments of
the Company may be highly sensitive and release of non-publicly disclosed
information to persons or others not directly authorized by the Company could be
very damaging. Therefore, the Employee guaranties secrecy in all matters
disclosed to and learned by the Employee through the course of employment.
Failure to maintain secrecy in all matters, as required by the Company, shall be
cause for immediate termination and a waiver of all benefits and entitlements of
the Employee referred to in this Agreement, without hearing or legal action. It
is further agreed that if the Company's stock becomes publicly traded, the
Employee shall seek and obtain a favorable legal opinion from counsel for the
Company prior to trading in the stock of the Company for the individual account
of the Employee. Except as instructed by the Company or as needed as a normal
course of business, the Employee shall not divulge secrets of the Company,
including by way of example, but not limited to the forgoing: a) whom the
Company may be negotiating with to sell or license its products, b) details of
products that are not yet protected by patent laws, c) other matters that may
negatively impact the Company, if disclosed, etc.
7. Entire Agreement. Any changes to this Employment Agreement shall be in
writing between the Employee and Company.
IN WITNESS WHEREOF, the Company and the Employee have executed
this Agreement with the date being effective on the day and year first above
written.
/s/ XXXX XXXXXX
Xxxx Xxxxxx
Litigation Factoring Group, Inc.
a Colorado Corporation,
By: /s/ F. XXXXXXX XXXXXX
F. Xxxxxxx Xxxxxx, President
33
EMPLOYEE PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by
Litigation Factoring Group Inc., (the "Company"), and the compensation now and
hereafter paid to me, I hereby agree as follows:
1. NON-DISCLOSURE.
1.1 RECOGNITION OF COMPANY'S RIGHTS; NON-DISCLOSURE. At all
times during my employment and thereafter, I will hold in strictest confidence
and will not disclose, use, lecture upon or publish any of the Company's
Proprietary Information (defined below), except as such disclosure, use or
publication may be required in connection with my work for the Company, or
unless an officer of the Company expressly authorizes such in writing. I will
obtain Company's written approval before publishing or submitting for
publication any material (written, verbal, or otherwise) that relates io my work
at Company and/or incorporates any Proprietary Information. I hereby assign to
the Company any rights I may have or acquire in such Proprietary Information and
recognize that all Proprietary Information shall be the sole property of the
Company and its assigns.
1.2 PROPRIETARY INFORMATION. The term "PROPRIETARY
INFORMATION" shall mean any and all confidential and/or proprietary knowledge,
data or information of the Company. By way of illustration but not limitation,
"PROPRIETARY INFORMATION" includes (a) trade secrets, inventions, mask works,
ideas, processes, formulas, source and object codes, data, programs, other works
of authorship, know-how, improvements, discoveries, developments, designs and
techniques (hereinafter collectively referred to as "Inventions"); (b)
information regarding plans for research, development, new products, marketing,
and selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; and (c) information
regarding the skills and compensation of other employees of the Company.
Notwithstanding the foregoing, it is understood that, at all such times, I am
free to use information which is generally known in the trade or industry, which
is not gained as a result of a breach of this Agreement, and my own skill,
knowledge, know-how and experience to whatever extent and in whichever way I
wish.
1.3 NON-SOLICITATION. I shall not during the term of my
employment, and for a period of one year thereafter, directly or indirectly, use
any Proprietary Information to:
1.3.1 solicit induce, entice, or attempt to entice,
any employee of the Company to terminate his or her
employment with the Company;
1.3.2 solicit induce, entice, or attempt to entice,
any customer of the Company to terminate its business
relationship with the Company, including those that
have been the Company's customers within the one year
preceding my termination;
1.3.3 directly or indirectly solicit or provide
services to any customer of the Company including
those who have been the Company's customers within
the one year preceding my termination.
34
1.4 THIRD PARTY INFORMATION. I understand, in addition, that the
Company has received and in the future will receive from third parties
confidential or proprietary information ("THIRD PARTY INFORMATION")
subject to a duty on the Company's part to maintain the confidentiality
of such information and to use it only for certain limited purposes.
During the term of my employment and thereafter, I will hold Third
Party Information in the strictest confidence and will not disclose to
anyone (other than Company personnel who need to know such information
in connection with their work for the Company) or use, except in
connection with my work for the Company, Third Party Information unless
expressly authorized by an officer of the Company in writing.
1.5 NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS.
During my employment by the Company I will not improperly use or
disclose any confidential information or trade secrets, if any, of any
former employer or any other person to whom I have an obligation of
confidentiality, and I will not bring onto the premises of the Company
any unpublished documents or any property belonging to any former
employer or any other person to whom I have an obligation of
confidentiality unless consented to in writing by that former employer
or person. I will use in the performance of my duties only information
which is generally known and used by persons with training and
experience comparable to my own, which is common knowledge in the
industry or otherwise legally in the public domain, or which is
otherwise provided or developed by the Company.
2. ASSIGNMENT OF INVENTIONS.
2.1 PROPRIETARY RIGHTS. The term "PROPRIETARY RIGHTS" shall mean all
trade secret, patent copyright, mask work and other intellectual
property rights throughout the world.
2.2 PRIOR INVENTIONS. Inventions, if any, patented or unpatented,
which I made prior to the commencement of my employment with the
Company are excluded from the scope of this Agreement, with the
exception of any inventions, patented or unpatented, which are the
subject of an assignment agreement with the Company. To preclude any
possible uncertainty, I have set forth on Exhibit A (Previous
Inventions, attached hereto and made a part of this Agreement), in
sufficient detail to enable the Company to determine the scope, purpose
and application of such invention, a complete fist of an Inventions
that I have, alone or jointly with others, conceived, developed or
reduced to practice or caused to be conceived, developed or reduced to
practice prior to the commencement of my employment with the Company,
that I consider to be my property or the property of third parties and
that I wish to have excluded from the scope of this Agreement
(collectively referred to as "PRIOR INVENTIONS"). If disclosure of any
such Prior Invention would cause me to violate any prior
confidentiality agreement, I understand that I am not to list such
Prior Inventions in Exhibit A but am only to disclose a cursory name
for each such invention, a listing of the party(ies) to whom it
belongs and the fact that full disclosure as to such inventions has not
been made for that reason. A space is provided on Exhibit A for such
purpose. If no such disclosure is attached, I represent that there are
no Prior Inventions. If, in the course of my
35
employment with the Company, I incorporate a Prior Invention into a
Company product, process or machine, the Company is hereby granted and
shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license (with rights to sublicense through multiple tiers of
sublicensees) to make, have made, modify, use and sell such Prior
Invention. Notwithstanding the foregoing, I agree that I will not.
incorporate, or permit to be incorporated, Prior Inventions in any
Company Inventions without the Company's prior written consent.
2.3 ASSIGNMENT OF INVENTIONS. Subject to Sections 2.4, and 2.6, 1
hereby assign and agree to assign in the future (when any such
Inventions or Proprietary Rights are first reduced to practice or first
fixed in a tangible medium, as applicable) to the Company all my right,
title and interest in and to any and all Inventions (and all
Proprietary Rights with respect thereto) whether or not patentable or
registerable under copyright or similar statutes, made or conceived or
reduced to practice or learned by me, either alone or jointly with
others, during the period of my employment with the Company. Inventions
assigned to the Company, or to a third party as directed by the Company
pursuant to this Section 2, are hereinafter referred to as "COMPANY
INVENTIONS."
2.4 NON-ASSIGNABLE INVENTIONS. I recognize that, in the event of a
specifically applicable state law, regulation, rule, or public policy
("SPECIFIC INVENTIONS LAW"), this Agreement will not be deemed to
require assignment of any invention which qualifies fully for
protection under a Specific Inventions Law by virtue of the fact that
any such invention was, for example, developed entirely on my own time
without using the Company's equipment, supplies, facilities, or trade
secrets and neither related to the Company's actual or anticipated
business, research or development, nor resulted from work performed by
me for the Company. In the absence of a Specific Inventions Law, the
preceding sentence will not apply.
2.5 OBLIGATION TO KEEP COMPANY INFORMED. During the period of my
employment and for twelve (12) months after termination of my
employment with the Company, I will promptly disclose to the Company
fully and in writing all Inventions authored, conceived or reduced to
practice by me, either alone or jointly with others. In addition, I
will promptly disclose to the Company all patent applications filed by
me or on my behalf within a year after termination of employment. At
the time of each such disclosure, I will advise the Company in writing
of any Inventions that I believe fully qualify for protection under the
provisions of a Specific Inventions Law; and I will at that time
provide to the Company in writing all evidence necessary to
substantiate that belief. The Company will keep in confidence and will
not use for any purpose or disclose to third parties without my consent
any confidential information disclosed in writing to the Company
pursuant to this Agreement relating to Inventions that qualify fully
for protection under a Specific Inventions Law. I will preserve the
confidentiality of any Invention that does not fully qualify for
protection under a Specific Inventions Law.
36
2.6 GOVERNMENT OR THIRD PARTY. I also agree to assign all my right,
title and interest in and to any particular Invention to a third party,
including without limitation the United States, as directed by the
Company. .
2.7 WORKS FOR HIRE. I acknowledge that all original works of authorship
which are made by me (solely or jointly with others) within the scope
of my employment and which are protectable by copyright are "works made
for hire," pursuant to United States Copyright Act (17 U.S.C. Section
101).
2.8 ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the Company in
every proper way to obtain, and from time to time enforce, United
States and foreign Proprietary Rights relating to Company Inventions in
any and all countries. To that end I will execute, verify and deliver
such documents and perform such other acts ( including appearances as a
witness) as the Company may reasonably request for use in applying for,
obtaining, perfecting, evidencing, sustaining and enforcing such
Proprietary Rights and the assignment thereof. In addition, I will
execute, verify and deliver assignments of such Proprietary Rights to
the Company or its designee. My obligation to assist the Company with
respect to Proprietary Rights relating to such Company Inventions in
any and all countries shall continue beyond the termination of my
employment but the Company shall compensate me at a reasonable rate
after my termination for the time actually spent by me at the Company's
request on such assistance.
In the event the Company is unable for any reason, after
reasonable effort, to secure my signature on any document needed in
connection with the actions specified in the preceding paragraph, I
hereby irrevocably designate and appoint the Company and its duly
authorized officers and agents as my agent and attorney in fact, which
appointment is coupled with an interest, to act for and in my behalf to
execute, verify and fife any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding
paragraph with the same legal force and effect as if executed by me. I
hereby waive and quitclaim to the Company any and all claims, of any
nature whatsoever, which I now or may hereafter have for infringement
of any Proprietary Rights assigned hereunder to the Company.
3. RECORDS. I agree to keep and maintain adequate and current records ( in the
form of notes, sketches, drawings and in any other form that may be required by
the Company) of all Proprietary Information developed by me and all Inventions
made by me during the period of my employment at the Company, which records
shall be available to and remain the sole property of the Company at all times.
4. ADDITIONAL ACTIVITIES. I agree that during the period of my employment by the
Company I will not, without the Company's express written consent, engage in any
employment or business activity which is competitive with, or would otherwise
conflict with, my employment by the Company.
5. NO CONFLICTING OBLIGATION. I represent that my performance of all the terms
of this Agreement and as an employee of the Company does not and will not breach
any agreement to keep in confidence information acquired by me in confidence or
in trust prior to my
37
employment by the Company. I have not entered into, and I agree I will not enter
into, any agreement either written or oral in conflict herewith.
6. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I will
deliver to the Company any and all drawings, notes, memoranda, specifications,
devices, formulas, and documents, together with all copies thereof, and any
other material containing or disclosing any Company Inventions, Third Party
Information or Proprietary Information of the Company. I further agree that any
property situated on the Company's premises and owned by the Company, including
disks and other storage media, filing cabinets or other work areas, is subject
to inspection by Company personnel at any time with or without notice. Prior to
leaving, I will cooperate with the Company in completing and signing the
Company's termination statement.
7. DEDUCTIONS FOR UNRETURNED PROPERTY. I agree to return all of the Company's
equipment and property, including, but not limited to, laptop or other computers
and cellular telephones, upon termination of employment. I authorize the Company
to deduct the replacement cost of any such unreturned equipment or property,
including reasonable attorneys' fees incurred in securing the return of said
property, from any monies owed by the Company to me at the time of termination.
I acknowledge that such a deduction constitutes "a lawful charge or
indebtedness" pursuant to Colorado law, C.R.S. Section 84-101, et seq.
8. LEGAL AND EQUITABLE REMEDIES.
8.1 I agree that the provisions of Section I of this Agreement are
reasonable and, necessary protection for the immediate and substantial
interests of the Company, and that any violation of these provisions
would cause substantial and irreparable injury to the Company. Because
my services are personal and unique and because I may have access to
and become acquainted with the Proprietary Information of the Company,
the Company shall have the right to enforce this Agreement and any of
its provisions by injunction, specific performance or other equitable
relief, without bond and without prejudice to any other rights and
remedies that the Company may have for a breach of this Agreement.
8.2 In the event of a breach by me of any of the provisions in Section
1, I shall pay to the Company liquidated damages in the amount of
$5,000.00 for each such breach, in addition to any relief identified in
Section 8 herein. The parties agree that, because of the difficulty in
ascertaining actual damages from such breach, this amount is a
reasonable estimate of the presumed actual, damages caused by a breach
of any of the provisions in Section 1, and that the parties intend to
liquidated damages for any such breach.
9. NOTICES. Any notices required or permitted hereunder shall be given to the
appropriate party at the address specified below or at such other address as the
party shall specify in writing. Such notice shall be deemed given upon personal
delivery to the appropriate address or if sent by certified or registered mail,
three (3) days after the date of mailing.
38
10. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the
Company, I hereby consent to the notification of my new employer of my rights
and obligations under this Agreement.
11. GENERAL PROVISIONS.
11.1 GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement
will be governed by and construed according to the laws of the State of
Colorado. I hereby expressly consent to the personal jurisdiction of
the state and federal courts located in Denver, Colorado, for any
lawsuit filed there against me by the Company arising from or related
to this Agreement.
11.2. DISPUTE RESOLUTION. Unless otherwise prohibited by law or
specified below, the parties hereto agree that, in the event of a
dispute arising under the terms and conditions of this Agreement, the
laws of the State of Colorado shall apply in determining any matters
pertaining to the dispute, and that any disputes arising hereunder
shall be resolved pursuant to arbitration to be held before the
Judicial Arbiter Group in Denver, Colorado, before a judge to be
decided in the sole discretion of the Company, or before a private
attorney in the Denver metropolitan area mutually agreeable to the
parties hereto. However, nothing in this section is intended to prevent
either party from obtaining injunctive relief in any court of competent
jurisdiction to prevent irreparable harm pending the conclusion of any
such arbitration.
11.3. SEVERABILITY. In case any one or more of the provisions contained
in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this
Agreement and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. If,
moreover, any one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the extent
compatible with the applicable law as it shall then appear.
11.4. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and
will be for the benefit of the Company, its successors, and its
assigns.
11.5. SURVIVAL. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by
the Company to any successor in interest or other assignee.
11.6. EMPLOYMENT. I agree and understand that nothing in this Agreement
shall confer any right with respect to continuation of employment by
the Company, nor shall it interfere in any way with my right or the
Company's right to terminate my employment at any time, with or without
cause.
11.7. WAIVER. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by
the Company of any right
39
under this Agreement shall be construed as a waiver of any other right.
The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.
11.8. ENTIRE AGREEMENT. The obligations pursuant to Sections 1 and 2 of
this Agreement shall apply to any time during which I was previously
employed, or am in the future employed, by the Company as a consultant
or independent contractor if no other agreement governs nondisclosure
and assignment of inventions during such period. This Agreement is the
final, complete and exclusive agreement of the parties with respect to
the subject matter hereof and supersedes and merges all prior
discussions between us. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing and signed by the party to be charged. Any
subsequent change or changes in my duties, salary or compensation will
not affect the validity or scope of this Agreement.
12. ATTORNEY'S FEES. If the Company brings a suit or any other type of legal
action or process, including arbitration, to enforce its rights under this
Agreement, it shall be entitled to collect from me reasonable attorneys' fees
and expenses, including the fees and expenses incurred for any appeals.
THIS AGREEMENT shall be effective as of the first day of my employment
or continued employment with the Company, which date is September 25, 2000.
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.
I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
Dated: September 25, 2000
ACCEPTED AND AGREED TO:
/s/ XXXXX XXXXXX
Xxxxx Xxxxxx
Litigation Factoring Group, Inc.
By: /s/ XXXXXXX XXXXXX
F. Xxxxxxx Xxxxxx
Title: President
0000 Xxxx 0xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
40
EXHIBIT A
Previous Inventions
1. Except as listed in Section 2 below, the following is a complete list of all
inventions or improvements relevant to the subject matter of my employment by
the Company that have been made or conceived or first reduced to practice by me
alone or jointly with others prior to my engagement by the Company.
No inventions or improvements.
--------
See below:
--------
Color comparison device for use with pocket PC or palmtop computers,
Colorimeter LLC - patent pending status on dental colorimeter and
miniature colorimeter (Colorimeter LLC Patents).
Additional sheets attached. - None
2. Because of a prior confidentiality agreement, I cannot complete the
disclosure under Section 1 above with respect to inventions or improvements
generally listed below, the proprietary rights and duty of confidentiality with
respect to which I owe to the following party (ies):
Invention or Improvement
1.
2.
3.
Additional sheets attached. - None
41
Exhibit 4.1.f
Employment Agreement
of
Xxx Xxxxx
42
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") made effective as of September
25,2000, is between Litigation Factoring Group, Inc., a Colorado Corporation
(the "Company") whose address is 0000 Xxxx 0xx Xxxxxx, Xxxxxx, Xxxxxxxx 00000
and Xxx Xxxxx (the "Employee").
RECITALS
1. The Company is in the business of financing litigation costs in exchange for
a minimum profit recovery as well as investigation of additional business
ventures, which may or may not prove lucrative.
2. The Company may elect to alter its current business plans in the future,
without notice to the Employee.
3. The Company believes that the development, operation and growth of the
Company will be materially enhanced by the capabilities, industry and experience
of the Employee, and that the services of the Employee will be of value to the
Company.
4. The Company deems it to be in the Company's best interests to have an
employment contract with the Employee.
5. The Company realizes that inducement must be offered to the Employee in order
that the Company retain the services of the Employee. The Company is willing to
make such inducements in the form of compensation and other benefits.
AGREEMENT
IN CONSIDERATION of the foregoing recitals, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
the mutual covenants set forth below, the Company and the Employee agree as
follows:
1. EMPLOYMENT. The Company hereby agrees to employ the Employee and the Employee
hereby accepts employment with the Company on the terms and conditions set forth
in this Agreement.
2. TERM. The employment of the Employee under this Agreement is effective
September 25, 2000 and shall continue for a term ending December 31, 2003
(unless terminated pursuant to other provisions of this Agreement) provided
that, unless terminated, this Agreement shall automatically be renewed for
additional periods of one year commencing on January 1st of each year
thereafter.
3. DUTIES AND SERVICES.
a. Scope of Duties and Services. The Employee shall assist in the duties of the
Company president and shall provide the following additional services on a part
time basis:
43
i. The Employee shall provide such services (above described) faithfully and to
the best of her ability and her time, energy and skill to such employment. The
Employee shall be furnished with office space, and such other facilities,
amenities and services as are reasonably suitable to the Employee's position and
appropriate for performance of the Employee's duties under this Agreement. The
Employee's services will include, by way of example, but not be limited to:
accounting services and supervisory roll in stock ownership records and investor
correspondence.
b. Compensation. As compensation for the performance of the Employee's services
under this Agreement, the Company shall pay to the Employee three forms of
compensation, specifically, "Monthly Compensation", "Participation in Profits of
the Company" and "Stock Options", detailed as follows:
i. Monthly Compensation: Monthly compensation shall be paid by Platinum
Financial Fund, LLC (a shareholder of the Company) through its separate payroll
operations. The Company believes that 20% of the Employee's time and efforts
will be devoted to the Company, therefore the Company shall reimburse 20% of
salary, benefits, employer taxes and benefits paid to the Employee by Platinum
Financial Fund, LLC. The percentage allocation may change from time to time.
This Monthly Compensation shall not survive death or disability of Employee.
i. Participation in Profits of the Company: The Employee shall receive direct
from the Company 1 % of the Net Profits made by the Company. The term "Net
Profits" specifically means, Income specific to the Company, less expenses, and
less an expense allocation provided for one half recovery of any capital
expenditure deemed necessary by the Company for the establishment and expansion
of its present and future business plans, including capitalization of any of its
business(s). For example: Should the Company earn gross revenues of $200,000
during any particular year, with $100,000 in expenses, the net income, prior to
income tax liability would be $100,000 but for the allowance of capital
recovery. In the case of this example, $100,000 was invested in capital
expenditure during the particular year, then and therefore a deduction of
one-half of the $100,000 would apply ($50,000) that leaves $50,000 for purposes
of calculating the 1 % share to be distributed to the Employee. The resulting
calculation would be $100,000 -less 50,000 $50,000 x 1 % or $500.00 in
compensation to Employee for that particular year. "Capital Expenditure" is
defined as any money or cash invested in the business of the company, without
respect to technical correctness as far as standard accounting practices. The
Company shall pay Employee the compensation under this provision during the year
the in come is earned. All compensation shall be subject to payroll deductions
and withholdings. After six months of employment, this provision for
Participation of Profits of the Company shall survive death or disability of the
Employee. Other persons and companies may receive an additional prorata 39% of
the Net Profits.
iii. Stock Options: The Company has granted an option to purchase 25,000 shares
of common stock in accordance with terms and conditions of separate agreement.
The provision to grant stock options shall survive death or disability of the
Employee.
4. Business Expenses. The Employee shall be reimbursed for proper expenses paid
by the Employee and upon proof of payment.
44
5. Termination. This Agreement shall terminate upon the determination by the
Company that there is no need for the Employee, provided that the Employee shall
share in the sale of the Company and/or its business ventures on the following
formula:
a. First the Company shall retain for its shareholders the following amounts: 1)
$500,000 and 2) all of the assets of the Company, and/or the proceeds of sale of
the assets, but at remaining cost basis regardless of valuation.
b. After the above deductions, portions will be distributed to employees of the
Company and Platinum Financial Fund, LLC and specifically the Employee shall
receive 1 %. The Employee shall sign all agreements deemed appropriate in order
to make the distributions without delay or conflict.
c. Other issues in the case of a sale of the Company and/or its business
ventures.
i. Subject to the provisions of 5.a) hereinabove, decisions, valuations and
allocations of assets shall be made and determined by the Company and shall be
reasonable, but shall be final and non-negotiable.
ii. Distributions of the aforesaid 1 % percent amount shall be final and the
Employee will have no further interest in the Company, thereafter, including
without limitation any claims under this Agreement, unless specifically agreed
to in writing between the Company and Employee.
6. Confidential Nature. The Employee understands that business developments of
the Company may be highly sensitive and release of non-publicly disclosed
information to persons or others not directly authorized by the Company could be
very damaging. Therefore, the Employee guaranties secrecy in all matters
disclosed to and learned by the Employee through the course of employment.
Failure to maintain secrecy in all matters, as required by the Company, shall be
cause for immediate termination and a waiver of all benefits and entitlements of
the Employee referred to in this Agreement, without hearing or legal action. It
is further agreed that if the Company's stock becomes publicly traded, the
Employee shall seek and obtain a favorable legal opinion from counsel for the
Company prior to trading in the stock of the Company for the individual account
of the Employee. Except as instructed by the Company or as needed as a normal
course of business, the Employee shall not divulge secrets of the Company,
including by way of example, but not limited to the forgoing: a) whom the
Company may be negotiating with to sell or license its products, b) details of
products that are not yet protected by patent laws, c) other matters that may
negatively impact the Company, if disclosed, etc.
7. Entire Agreement. Any changes to this Employment Agreement shall be in
writing between the Employee and Company.
IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement
with the date being effective on the day and year first above written.
/s/ XXX XXXXX
Xxx Xxxxx,
Litigation Factoring Group, Inc. a Colorado Corporation,
By: /s/ F. XXXXXXX XXXXXX
F. Xxxxxxx Xxxxxx, President
