Exhibit 10.2 - Xxxxxxx X. Mango, Jr. Employment Agreement (August 1,
1999 - July 31, 2002)
Exhibit 10.2 - Pg. 1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into as
of the 1st day of August, 2000, at Boca Raton, Palm Beach County, Florida, by
and between Xxxxxxx X. Mango, Jr. ("Mango") and Eagle Capital International,
Ltd. ("Eagle" or the "Company"), a Nevada corporation.
RECITALS
WHEREAS, Mango is an experienced executive in the construction technology
industry; and
WHEREAS, Eagle desires to employ an experienced executive in the
construction technology industry as the Company's Chief Operating Officer; and
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, Mango and Eagle agree as follows:
1. Employment. Eagle will employ Mango and Mango accepts employment from
Eagle upon the terms and conditions contained in this Agreement.
2. Term. Eagle will employ Mango for twenty-four (24) months beginning
August 1, 2000, and ending on July 31, 2002. Not less than one hundred and
twenty (120) days prior to the expiration of this Agreement, Mango shall
contact the Company to discuss whether this Agreement will be modified
and/or extended.
3. Duties. Mango is engaged as Chief Operating Officer of the Company.
Mango will report to the Chief Executive Officer of the Company. His duties
include the following:
3.1 exercise management responsibility over business and
operational activities of Eagle and ensure the administration of
applicable fiscal and personnel policies; and
3.2 direct and coordinate business and operational activities of
Eagle's four divisions inclusive of monitoring overall compliance with
applicable policies and procedures to ensure required proprietary and
consistency of actions; and
3.3 confer with the Board of Directors and local government
representatives to analyze and recommend priorities and goals for future
construction and development needs; and
3.4 determine fiscal requirements for each of the current four
divisions as well as any future divisions; review proposed budgets for
accuracy in conjunction with the CFO; monitor, verify and approve
expenditure of budgeted funds in conjunction with the CFO; and
Exhibit 10.2 - Pg. 2
3.5 interpret and administer policies pertaining to the hiring and
placement of employees; direct the preparation of reports reflecting
business and personnel activities; and
3.6 direct the purchasing of services, equipment and materials;
administer a program of property management and accountability; and
3.7 plan and schedule work for the four divisions ensuring proper
distribution of assignments and adequate staffing, space and facilities
for subsequent performance of duties; and
3.8 plan and conduct meetings with subordinates to ensure
compliance with established practices, to implement new policies, and to
keep employees aware of changes and current standards; and
3.9 work in conjunction with Andros Savvides to develop and
administer a new division to be called Eagle Xxxxxx International
Development and use his best efforts to establish a joint venture with
Xxxxxx International Development; and
3.10 perform other related duties incidental to the work described
herein.
4. Compensation. Eagle will pay to Mango compensation as follows:
4.1 Base Compensation.
4.1.1. Base Salary. Eagle will pay to Mango an initial base
salary of twelve thousand dollars ($12,000.00) for the months of August
2000 through January 2001, payable in increments of $2,000 per month, less
legal withholdings on the 1st day of each month.
4.1.2. In the event that Mango is promoted to President of
the Company after completion of the first six (6) months of this
Agreement, then Mango will receive base compensation of ninety thousand
dollars ($90,000.00) for the months of February 2001 through July 2002,
payable in increments of five thousand dollars ($5,000.00) per month less
legal withholding, all payable on the 1st day of each month; otherwise,
Mango will continue to receive the same base compensation as set forth in
paragraphs 4.1.1 above.
4.2 Securities.
4.2.1. Upon satisfactory completion of Mango's first full
year of employment, Eagle will issue to Mango 250,000 shares of the
Company's restricted common stock subject to Rule 144 of the Securities
Exhibit 10.2 - Pg. 3
and Exchange Act of 1933, as Amended. The Shares shall contain the
following restrictive legend:
The securities represented by this certificate may not
be offered or sold except pursuant to (i) an effective
registration statement under the Act, (ii) to the extent
applicable, Rule 144 under the Act (or any similar rule
under such Act relating to the disposition of
securities), or (iii) an opinion of counsel, if such
opinion shall be reasonably satisfactory to counsel to
the issuer, that an exemption from registration under
such Act and applicable state securities laws is
available.
4.2.2. Upon satisfactory completion of Mango's second full
year of employment, Eagle will issue to Mango 250,000 shares of the
Company's common stock subject to Rule 144 of the Securities and Exchange
Act of 1933, as Amended. The shares shall contain the restrictive legend
set forth in paragraph 4.2.1 above.
4.3 Bonuses.
4.3.1. Management Bonus Plan. Upon acceptance of employment,
Mango will be entitled to participate in the Company's Management Bonus
Plan. Mango will be entitled to receive twelve percent (12%) of the
distribution from the Management Bonus Plan.
4.3.2. Other Bonus. In addition to any bonus received from
the Management Bonus Plan, Mango shall receive a bonus payable in the form
of the Company's securities based upon the following:
(a) fifty thousand (50,000) shares of the Company's
common stock with restrictive legend as set forth in paragraph 4.2.1
above, if the Company exceeds fifty million dollars ($50,000,000) in
gross sales for fiscal year ended 2001; and
(b) fifty thousand (50,000) shares of the Company's
common stock with restrictive legend as set forth in paragraph 4.2.1
above, if the Company exceeds one hundred million dollars
($100,000,000) in gross sales for fiscal year ended 2002.
5. Extent of Services.
5.1.1. Mango will devote substantially all of his time, attention,
and energies into the business of Eagle, and shall not, during the term of
this Agreement, and successive terms of this Agreement, if applicable, be
Exhibit 10.2 - Pg. 4
engaged in any conflicting business or activity without the prior written
consent of the Eagle Board of Directors. For purposes of this Agreement,
the term "conflicting business" shall be defined as any business which
directly competes with the business of Eagle.
5.1.2 Notwithstanding paragraph 5.1.1 above, Mango shall be
permitted to serve as a director and shareholder in International Housing
Technology, Ltd. ("IHT"), a construction technology company and Xxxxxx
International Development Ltd. (FIDEV), a development company.
6. Mango Performance Review. Within thirty (30) days after the
expiration of the first six (6) months of this Agreement, the Company's Board
of Directors will review Mango's performance and provide Mango with an
opportunity to discuss the review with a representative of the Board.
Dependent upon a favorable review by the Company's Board, Mango will be
appointed President of the Company and entitled to the increase in base
salary set forth in paragraph 4.1.2 above.
7. Trade Secrets/Non-Competition.
7.1 Trade Secrets.
7.1.1 Mango promises and agrees that he will not disclose or
utilize any trade secrets, confidential information, or other proprietary
information acquired during the course of his service with Eagle and/or
its related business entities. As used herein "trade secret" means the
whole or any portion or phase of any formula, pattern, device, combination
of devices, or compilation of information which is for use, or is used, in
the operation of Eagle's business and which provides Eagle an advantage,
or an opportunity to obtain an advantage, over those who do not know or
use it. "Trade secret" also includes any scientific, technical, or
commercial information, including any design, list of suppliers, list of
customers, or improvement thereof, as well as pricing information or
methodology, contractual arrangement with vendors or suppliers, business
development plans or activities, or Eagle financial information. However,
"trade secret" shall not include information that is known to the public
generally or is obtained through sources outside Eagle.
7.1.2 During the term of this Agreement and for a period of
twenty-four (24) months from the expiration or termination of this
Agreement, and provided that Eagle does not terminate this Agreement
without cause prior to the expiration of the initial six (6) months of
this Agreement, Mango agrees to refrain from engaging in a business which
directly competes with the business of Eagle, whether as a partner,
consultant, owner, director, officer or employee, from soliciting current
or former contacts of Eagle within the United States of America, from
Exhibit 10.2 - Pg. 5
soliciting existing contacts of Eagle wherever located, and from
disclosing customer lists, trade secrets and other confidential
information.
7.1.3 For a period of twenty-four (24) months from the
expiration or termination of this Agreement, Mango promises and agrees
that he will not, without the express written consent of the Chairman of
Eagle's Board of Directors, which consent will not be unreasonably
withheld, directly or indirectly employ, or directly or indirectly solicit
to employ as a consultant or employee, any person who is exclusively
employed as a consultant or employee of Eagle as of August 1, 2000, or any
person who was an employee or consultant of Eagle during the six (6)
months preceding August 1, 2000.
7.2 Injunctive Relief. In recognition of the possibility that any
violation of this provision by Mango may cause irreparable or
indeterminate damage of injury to Eagle, Mango expressly stipulates and
agrees that Eagle shall be entitled, upon five (5) business days written
notice to Mango, to obtain an injunction from any court of competent
jurisdiction restraining any violation or threatened violation of this
provision. Such right to an injunction shall be in addition to, and not
in limitation of, any other rights or remedies Eagle may have for damages.
8. New Technologies, Process, etc. Mango agrees to promptly disclose
to the Company any inventions, technologies, processes or discoveries by Mango
of any kind and nature whatsoever which he makes, discovers, or devises as a
result of, or in connection with, this employment by the Company which
inventions, technologies, processes or discoveries are reasonably related to
the business of the Company. Mango shall assign and transfer all of his
right, title and interest in and to any such inventions, technologies,
processes or discoveries to the Company. Further, Mango agrees to execute
any and all documents reasonably requested by the Company to obtain patents
or otherwise protect the proprietary nature of the inventions, technologies,
processes or discoveries. Notwithstanding the above, any inventions,
technologies, processes, discoveries, or devices attributable to IHT that
currently exist as of the date of this Agreement as well as any improvements
thereto are excepted from this Agreement.
9. Termination and Severance.
9.1 Termination Events.
9.1.1 This Agreement shall terminate automatically in the
event of Mango's death, permanent disability or Mango's conviction of a
felony. As used in this Agreement "permanent disability" shall mean
Mango's inability to perform services hereunder for a period of four (4)
consecutive months or for six (6) months in any twelve consecutive twelve
(12) month period.
Exhibit 10.2 - Pg. 6
9.1.2 This Agreement shall terminate upon written notice from
Eagle to Mango in the event of (a) Mango's failure or refusal to perform
reasonable directives of Eagle when such directives are consistent with
the scope and nature of Mango's duties and responsibilities hereunder; or
(b) any gross or willful misconduct of Mango resulting in loss to Eagle.
9.1.3 Eagle or Mango may terminate this Agreement upon one
hundred twenty (120) days written notice to the other.
Upon termination, Mango shall return to the Company all
material related to Eagle's operations.
9.2 Severance Pay Upon Termination
9.2.1 Upon termination pursuant to Mango's death or permanent
disability, Mango will be entitled to receive all compensation and
benefits through the date of termination.
9.2.2 In the event of termination resulting from a felony
conviction pertaining to Mango's employment, Mango will only be entitled
to receive his base salary through the date of termination.
9.2.3 If Mango gives notice to terminate this Agreement within
the first six (6) months, then Mango will only be entitled to receive his
base compensation through the date of termination. If Mango terminates
this Agreement after the first six (6) months, then Mango will be entitled
to receive his base salary through the date of termination and securities
prorated through the date of termination.
9.2.4 If Mango is terminated within the first six (6) months,
he shall receive all compensation and benefits through the first six (6)
months. If Mango is terminated in the second six (6) months, he shall
receive all compensation and benefits through one (1) month following
termination. If Mango is terminated anytime following the second six (6)
months, he shall receive all compensation and benefits through three (3)
months following termination.
10. Entire Agreement. This Agreement represents the entire
understanding and agreement between the parties with respect to the subject
matter of this Agreement, and supersedes all other negotiations, understandings
(including any prior employment agreement) and representations, if any, made
between such parties.
11. Amendments. This Agreement shall not be altered, amended or modified
unless it be in writing and signed by all parties to this Agreement.
12. Assignments. Neither the Company nor Mango may assign or transfer
this Agreement or any obligation under this Agreement without the prior written
approval of the other.
13. Binding Effect. All of the terms and provisions of this Agreement,
Exhibit 10.2 - Pg. 7
whether so expressed or not, shall be binding upon, inure to the benefit of,
and be enforceable by the parties and their respective personal
representatives, legal representatives, heirs, successors and permitted
assigns.
14. Severability. If any provision of this Agreement or any other
agreement entered into pursuant to this Agreement is contrary to, prohibited by
or deemed invalid under applicable law or regulation, such provision shall be
inapplicable and deemed omitted to the extent so contrary, prohibited or deemed
invalid under applicable law or regulation, such provision shall be
inapplicable and deemed omitted to the extent so contrary, prohibited or
invalid, but the remainder of such provision shall not be invalidated and
shall be given full force and effect so far as possible. If any provision
of this Agreement may be construed in two or more ways, one of which would
render the provision invalid or otherwise voidable or unenforceable and
another of which would render the provision valid and enforceable, such
provision shall have the meaning which renders it valid and enforceable.
15. Notices. All notices, requests, demands, consents and other
communications required or permitted under this Agreement shall be in writing
(including telex and telegraphic communication) and shall be (as elected by the
person giving such notice) hand delivered by messenger or courier service,
telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
If to Mango: Xxxxxxx X. Mango, Jr.
00 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
If to the Company: Xxxxxxx X'Xxxxx, Chairman and CEO
Eagle Capital International, Ltd.
0000 Xxxxxxxxx Xxxx., Xxxxx 000X
Xxxx Xxxxx, Xxxxxxx 00000
With a copy to: Xxxxx X. Xxxxxx, Esq.
Xxxxx X. Xxxxxx, P.A.
0000 Xxxxxx Xxxx
Xxxxx 000, Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Each such notice shall be deemed delivered: (a) on the date delivered if
by personal delivery; (b) on the date of transmission with confirmed answer
back if by telefax or other telegraphic method; or (c) on the date upon which
the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities or courier service as not deliverable,
as the case may be, if mailed or couriered.
16. Jurisdiction and Venue. The parties acknowledge that a substantial
portion of negotiations, anticipated performance and execution of this
Agreement occurred or shall occur in Palm Beach County, Florida. Regardless
Exhibit 10.2 - Pg. 8
of any location of such occurrences, each of the parties irrevocably and
unconditionally: (a) agrees that any suit, action or legal proceeding arising
out of or relating to this Agreement shall be brought in the courts of record
of the State of Florida in Palm Beach County or the Federal District Court of
the United States, Southern District of Florida; (b) consents to the
jurisdiction of each such court in any such suit, action or proceeding; (c)
waives any objection which it may have to the laying of venue of any such
suit, action or proceeding in any of such courts; and (d) agrees that service
of any court paper may be effected on such party by mail, as provided in this
Agreement, or in such other manner as may be provided under applicable laws
or court rules in State of Florida.
17. Attorneys Fees: The parties covenant and agree that if a default or
disagreement occurs pursuant to or concerning this Agreement which necessitates
legal proceedings, the prevailing party shall be entitled to recover reasonable
costs and attorneys fees, inclusive of appellate and bankruptcy proceedings.
18. Governing Law. This Agreement and all transactions contemplated by
this Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of Florida without regard to principles of
conflicts of laws.
19. Counterparts. This Agreement may be executed in counterparts, each
of which when so executed shall be deemed to be an original and
such counterparts shall together constitute one and the same instrument.
20. Other Obligations of the Company.
20.1 The Company will lease an office and hire an administrative
assistant for Mango in a venue of his choice subject to Company approvals.
Mango will provide the Company with a copy of the proposed lease for his
office(s) for the Company's review and approval prior to the execution of
same and the terms and conditions of employ of his administrative
assistant.
20.2 The Company will add Mango to the Company's Director and
Officer's Liability Policy, said coverage to commence and continue during
Mango's term of employment with the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement this ____ day
of __________________, 2000.
EAGLE CAPITAL
INTERNATIONAL, LTD.
By:_________________________
Xxxxxxx X'Xxxxx
Its: Chairman and CEO
_________________________
Xxxxxxx X. Mango, Jr.
Exhibit 10.2 - Pg. 9
