EXHIBIT 10.15
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated this 23rd day of March, 1999 between Marald,
Inc., a Texas corporation, currently having its principal place of business at
00000 Xxx Xxxx Xx., #000, Xxxxxxx, Xxxxx (the "Company"), and Xxxx Xxxxxx
Xxxxxxxx (the "Executive") an individual.
WHEREAS, the Company desires to employ Executive and Executive desires to
be employed by the Company, as a President of the Company.
WHEREAS, the Executive is willing to enter into an agreement with the
Company upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the parties hereto agree as follows:
1. Term of Agreement. Subject to the terms and conditions hereof, the
-----------------
term of employment of the Executive under this Employment Agreement shall be for
the period commencing on the date hereof (the "Commencement Date) and
terminating on February 25, 2001, unless sooner terminated as provided in
accordance with the provisions of Section 5 hereof. (Such term of employment is
herein sometimes called the "Employment Term.")
2. Employment. As of the Commencement Date, the Company hereby agrees to
----------
employ the Executive as President of the Company, and the Executive hereby
accepts such employment and agrees to perform his duties and responsibilities
hereunder in accordance with the terms and conditions hereinafter set forth.
3. Duties and Responsibilities. Executive shall serve as President
---------------------------
during the Employment Term. Executive shall report to and be subject to the
direction of the Chief Executive Officer and the Directors of the Company ,and
shall perform duties which are consistent with his current title and position as
President of the Company and such other duties as may be assigned to him from
time to time by the CEO or Directors which are consistent with his position of
management and leadership. During the Employment Term, Executive shall devote
his full time, skill, energy and attention to the business of the Company and
shall perform his duties in a diligent, trustworthy, loyal and businesslike
manner.
4. Compensation and Benefits During the Employment Term:
----------------------------------------------------
(a) The Executive's base compensation shall be at the rate of $7,500
per month, for the term of this Agreement, payable in regular semi-
monthly installments in accordance with the Company's practice for its
executives, less applicable withholding for income and employment
taxes as required by law and other deductions as to which the
Executive shall agree. Such base compensation shall be subject to
increases as and when determined by the Company's Directors at their
sole discretion.
(b) In addition to the Executive's base compensation, Executive will
be entitled to a bonus as determined by the Company's Directors.
(c) The Executive shall be entitled to reimbursement of all
reasonable, ordinary and necessary business related expenses incurred
by him in the course of his duties and upon compliance with the
Company's procedures.
5. Termination. A termination of this agreement is either (1) for death
-----------
or disability under Section 5 (a) or 5 (b); (2) with cause under
Section 5 (c); or for good reason under Section 5 (d). All other
terminations which may occur shall constitute a breach of this
agreement.
(a) The Company shall have the right to terminate the employment of
the Executive under this Agreement for disability in the event
Executive suffers an injury, illness or incapacity of such character
as to substantially disable him from performing his duties without
reasonable accommodation by the Company hereunder for a period of more
than sixty (60) consecutive days upon the Company giving at least
thirty (30) days written notice of termination; provided, however,
that if the Executive is eligible to receive disability payments
pursuant to a disability policy paid for by the Company, the Executive
shall assign such benefits to the Company for all periods as to which
he is receiving full payment under this agreement.
(b) This agreement shall terminate upon the death of Executive.
(c) The Company may terminate this agreement at any time because of
(i) Executive's material breach of any term of this agreement, (ii)
the willful engaging by the Executive in misconduct which is
materially injurious to the Company, monetarily or otherwise;
provided, in each case, however, that the Company shall not terminate
this Agreement pursuant to this Section 5(c) unless the Company shall
first have delivered to the Executive, a notice which specifically
identifies such breach or misconduct and the Executive shall not have
cured the same within fifteen (15) days after receipt of such notice,
(iii) Executive's gross negligence in the performance of his duties or
(iv) the failure of Executive to perform his essential duties or
comply with reasonable directions of the Directors.
(d) The Executive may terminate his employment for "Good Reason" if:
(i) he is assigned, without his express written consent, any
duties inconsistent with his positions, duties, responsibilities,
authority and status with the Company as of the date hereof, or a
change in his reporting responsibilities or titles as in effect as
of the date hereof;
(ii) his compensation is reduced;
(iii) (1) the Company shall file a petition for bankruptcy or re-
organization under the federal bankruptcy statues or an
involuntary petition is filed against the Company and not removed
or withdrawn within thirty
(30) days or (2) the Company does not pay any material amount of
compensation due hereunder and then fails either to pay such
amount within the ten (10) day notice period required for
termination hereunder or to contest in good faith said notice.
Further, if such contest is not resolved within thirty (30) days
the Company shall submit such dispute to arbitration, under
Section 7.
6. Revealing of Trade Secrets, etc. Executive acknowledges the interest
--------------------------------
of the Company in maintaining the confidentiality of information
related to its business and shall not at any time during the
Employment Term or thereafter, directly or indirectly, reveal or cause
to be revealed to any person or entity the supplier lists, customer
lists or other confidential business information of the Company;
provided, however, that the parties acknowledge that it is not the
intention of this paragraph to include within its subject matter (a)
information not proprietary to the Company, (b) information which is
then in the public domain, or (c) information required to be disclosed
by law.
7. Arbitration. If a dispute should arise regarding this agreement, all
-----------
claims, disputes, controversies, differences or other matters in
question arising out of this relationship shall be settled finally,
completely and conclusively by arbitration of a single arbitrator in
Xxxxxx County, Texas, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (the "Rules").
Arbitration shall be initiated by written demand. This agreement to
arbitrate shall be specifically enforceable only in the District Court
of Xxxxxx County, Texas. A decision of the arbitrator shall be final,
conclusive and binding on the Company and the Executive, and judgement
may be entered in the District Court of Xxxxxx County, Texas, for
enforcement and other benefits. On appointment, the arbitrator shall
then proceed to decide the arbitration subjects in accordance with the
Rules. Any arbitration held in accordance with this paragraph shall
be private and confidential and no person shall be entitled to attend
the hearings except the arbitrator, Executive, Executive's attorneys,
and an designated representatives of the Company and their respective
attorneys. The matters submitted for arbitration, the hearings and
proceedings and the arbitration award shall be kept and maintained in
strictest confidence by Executive and the Company and shall not be
discussed, disclosed or communicated to any persons. On request of
any party, the record of the proceeding shall be sealed and may not be
disclosed except insofar, and only insofar, as may be necessary to
enforce the award of the arbitrator and any judgement enforcing an
award. The prevailing party shall be entitled to recover reasonable
and necessary attorneys' fees and costs from the non-prevailing party.
8. Covenants Not to Compete.
------------------------
(a) Executive's Acknowledgment. Executive agrees and acknowledges
--------------------------
that in order to assure the Company that it will retain its value as a
going concern, it is necessary that Executive undertake not to utilize
his special knowledge of the business and his relationships with
customers and suppliers to compete with the Company. Executive
further acknowledges that:
(i) the Company is and will be engaged in the business;
(ii) Executive will occupy a position of trust and confidence
with the Company prior to the date of this agreement and,
during such period and Executive's employment under this
agreement, Executive has, and will become familiar with the
Company's trade secrets and with other proprietary and
confidential information concerning the Company;
(iii) the agreements and covenants contained in this Section 8
are essential to protect the Company and the goodwill of the
business; and
(iv) Executive's employment with the Company has special, unique
and extraordinary value to the Company and the Company would
be irreparably damaged if Executive were to provide services
to any person or entity in violation of the provisions of
this agreement.
(b) Competitive Activities. Executive hereby agrees that for a period
----------------------
commencing on the date hereof and ending one year following the later
of (i) termination of Executive's employment with the Company for
whatever reason, and (ii) the conclusion of the period, if any, during
which the Company is making payments to Executive, he will not,
directly or indirectly, as employee, agent, consultant, stockholder,
director, co-partner or in any other individual or representative
capacity, own, operate, manage, control, engage in, invest in or
participate in any manner in, act as a consultant or advisor to,
render services for (alone or in association with any person, firm,
corporation or entity), or otherwise assist any person or entity
(other than the Company) that engages in or owns, invests in,
operates, manages or controls any venture or enterprise that directly
or indirectly engages or proposes in engage in the business of the
manufacturing, distribution or sale of (i) products manufactured,
distributed, sold or licensed by the Company at the time of
termination or (ii) products proposed at the time of such termination
to be manufactured, distributed, sold or licensed by the Company
within sixty (60) miles of the Company's operations (the "Territory");
provided, however, that nothing contained herein shall be construed to
prevent Executive form investing in the stock of any competing
corporation listed on a national securities exchange or traded in the
over-the-counter market, but only if Executive is not involved in the
business of said corporation and if Executive and his associates (as
such term is defined in Regulation 14(A) promulgated under the
Securities Exchange Act of 1934, as in effect on the date hereof),
collectively, do not own more than an aggregate of two percent of the
stock of such corporation ("Permitted Investments"). With respect to
the Territory, Executive specifically acknowledges that the Company
has conducted the business throughout those areas comprising the
Territory and the Company intends to continue to expand the business
throughout the Territory.
9. Opportunities. During his employment with the Company, and for one
-------------
year thereafter, Executive shall not take any action which might
divert from the Company any opportunity learned about by him during
his employment with the Company (including without limitation during
the Employment Term) which would be within the scope of any of the
businesses then engaged in or planned to be engaged in by the Company.
10. Survival. In the event that this Agreement shall be terminated, then
--------
notwithstanding such termination, the obligations of Executive
pursuant to Sections 6 and 8 of this agreement shall survive such
termination.
11. Contents of Agreement, Parties in Interest, Assignment, etc. This
-----------------------------------------------------------
Agreement sets forth the entire understanding of the parties hereto
with respect to the subject matter hereof. All of the terms and
provisions of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective heirs,
representatives, successors and assigns of the parties hereto, except
that the duties and responsibilities of Executive hereunder which are
of a personal nature shall neither be assigned nor transferred in
whole or in part by Executive. This Agreement shall not be amended
except by a written instrument duly executed by the parties.
12. Severability. If any term or provision of this Agreement shall be
------------
held to be invalid or unenforceable for any reason, such term or
provision shall be ineffective to the extent of such invalidity or
unenforceability without invalidating the remaining terms and
provisions hereof, and this Agreement shall be construed as if such
invalid or unenforceable term or provision had not been contained
herein.
13. Notices. Any notice, request, instruction or other document to be
-------
given hereunder by any party to the other party shall be in writing
and shall be deemed to have been duly given when delivered personally
or five (5) days after dispatch by registered or certified mail,
postage prepaid, return receipt requested, to the party to whom the
same is so given or made:
If to the Company addressed to:
American International Industries, Inc.
000 Xxxxxx Xxxx
Xxxxx, Xxxxx 00000
with a copy to:
Xxxxxx & Xxxxxxxxx, P.C.
0000 Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
If to Executive addressed to:
__Juan Xxxxxx Martinez_____
__2111 Augnida La Quinta__
__Houston, TX 77077______
or to such other address as the one party shall specify to the other party in
writing.
14. Counterparts and Headings. This agreement may be executed in one or
-------------------------
more counterparts, each of which shall be deemed an original and all
which together shall constitute one and the same instrument. All
headings are inserted for convenience of reference only and shall not
affect the meaning or interpretation of this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
Marald, Inc.
By: __________________________________
Xxxx X. Xxxxx III, Vice President
EXECUTIVE
By: _________________________________
Xxxx Xxxxxx Xxxxxxxx
