EXHIBIT NO. 6.12
EMPLOYMENT AGREEMENT WITH XXXXX XXXXXXX
DATED SEPTEMBER 1, 1999
EMPLOYMENT AGREEMENT
This Agreement is made the 1st day of September, 1999 by and between
Timber Resources International, Inc. (the "Company"), a Delaware corporation
having a place of business at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, and
Xxxxx Xxxxxxx (the "Executive"), having a place of residence at 000-00 000xx
Xxxxxx, Xxxxx Xxxxx Xxxx, XX 00000.
WITNESSETH
Whereas, the Company is willing to employ the Executive upon the terms
and conditions set out below; and
Whereas, the Executive has had an opportunity to consider and evaluate
the terms of employment offered to him;
Now, therefore, in consideration of their mutual promises as
hereinafter set forth, the parties hereto agree as follows:
SECTION I
DESIGNATION AND DUTIES
The Executive shall be employed as Vice President (Marketing) of the
Company. The Executive shall perform all duties and undertake all
responsibilities as would be customary and appropriate for an executive in
charge of marketing and sales and recruitment, training and supervision of sales
personnel, of a company engaged in the procurement of lumber and processing such
lumber into finished products. In addition to such responsibilities, the
Executive shall also be responsible for preparing timely reports with respect to
marketing plan as may be entrusted to him, and as requested by the Chairman or
President of the Company.
SECTION II
TERM OF EMPLOYEMENT
The Executive shall be employed for a term commencing on September 1,
1999 and ending five (5) years thereafter. At least sixty (60) days prior to the
end of the term as set herein, the Company shall either make an offer to renew
the Executive's employment contract on mutually agreed upon terms or decline to
do so in writing.
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SECTION III
NO RESTRICTIONS ON EMPLOYMENT WITH COMPANY
The Executive represents and warrants that he is not a party to any
agreement and otherwise is not subject to any restriction, whether voluntary or
involuntary, which would in any manner prohibit or limit him from entering into
this agreement and performing his duties as set out herewith. In the event the
Executive has, in any position held by him prior to the execution of this
agreement, executed any agreement restricting his subsequent employment, the
Executive represents that copies of any such agreement have been furnished to
the Company prior to the execution of this agreement.
SECTION IV
COMPANY'S OWNERSHIP OF WORK PRODUCT
The Executive acknowledges that all work product initiated, developed
and created by him while in the employment of the Company shall be the sole and
exclusive property of the Company irrespective of whether or not any special,
unique or proprietary knowledge or technique of the Executive was utilized to
develop or create such work product. The Executive shall, in accordance with
standard Company policy or otherwise in any manner at the Company's request,
execute all other necessary documents and instruments of assignment to establish
and protect the Company's ownership of work product developed or created by the
Executive during the course of his employment.
SECTION V
CONFIDENTIALITY
Unless available in the public domain other than by reason of a breach
of the provisions of this paragraph or other misconduct on the part of the
Executive, all data and data bases, information, research, business strategy,
business contacts, and any written or printed material as well as material
recorded and accessed by electronic media produced or generated by the Executive
or any other employee or professional consultant engaged by the Company shall be
the property of the Company, and shall be kept secret and confidential by the
Executive during the term of his employment and for a period of five years
thereafter. The Executive agrees that a breach of this provision can cause
irreparable injury to the Company, and further agrees that the Company shall be
entitled to seek injunctive relief from an appropriate court of law.
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SECTION VI
COMPENSATION
The Executive shall be paid a salary of sixty thousand dollars
($60,000) per annum during the term of his employment. Such amount shall be pro
rated and paid on a periodic basis at the rate of five thousand dollars ($5,000)
per month in accordance with the Company's customary payroll practices. Salary
increases during the term of employment shall be entirely within the discretion
of the Board Directors provided however that there shall be no increase in
salary until such time as the Company shall have operated profitably in four
successive calendar quarters.
SECTION VII
VACATIONS/SICK LEAVE
The Executive shall be entitled to vacations from work for an
aggregate of four (4) calendar weeks per annum. Vacations shall be taken by the
Executive in such manner as to avoid or minimize any disruption in the Company's
work, and the timing of vacations taken by the Executive shall be approved by
the Chairman. Based upon consent by the Company, vacation time may be
accumulated for a maximum of six (6) weeks. The Executive shall be entitled to
avail of four (4) weeks of absence with full salary on account of documented
injury or illness during each year of his employment. Sick leave shall not be
cumulated. The Company may in its discretion grant the Executive additional
periods of sick leave with full or part salary.
SECTION VIII
TERMINATION
The Executive's employment may be terminated solely by the Chairman of
the Company prior to the expiration of the term provided herein in accordance
with the following:
(A) Upon sixty (60) days written notice by the Company.
(B) With immediate effect and upon written notice, if the Company
shall have reason to believe that the Executive has engaged in one
or more acts or omissions involving fraud, dishonesty, violations
of law, or breach of confidentiality undertakings which have
resulted in material injury to the Company. Materiality shall be
defined in the context of the size and scope of the Company's
operations. The Company's notice shall furnish the Executive with
a reasonably detailed statement of the causes for termination. If
the Execute shall dispute the Company's findings, his sole remedy
and recourse
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shall be a claim in arbitration proceedings against the Company as
provided in Paragraph 6 below.
(C) The Executive shall become physically or mentally disabled and be
unable to perform his duties fir a continous period of six (6)
weeks during intermittent periods which in the aggregate shall
exceed eight weeks in any twelve month period.
SECTION IX
RESTRICTIVE COVENANT
The Executive agrees that if he shall choose to leave the
Company's employment, he shall not directly or indirectly accept employment with
or provide advice or consultancy services to any company or business entity
which is then or within two years thereafter becomes engaged in sales of wood
products to any customer of the Company which accounted for more than ten
percent (10%) of aggregate revenues earned by the Company. In the event, under
applicable law, the provisions of this paragraph shall be deemed unenforceable,
the provisions set out herein shall be deemed amended to comply with the
requirements of applicable law, and as so amended shall be binding and
effective.
SECTION X
RESIGNATION
In the event the Executive chooses to resign from the Company's
employment, he shall provide the Company with at least sixty (60) days written
notice failing which the Company shall be entitled to claim damages from the
Executive.
SECTION XI
AMENDMENT TO AGREEMENT
The parties hereto agree that written ninety (90) days from the
date hereof, this Agreement shall be amended to include provisions relating to
bonus, stock options, health insurance and other benefits, if any.
SECTION XII
NOTICES
All notices shall be deemed to have been properly provided if they
shall be sent by registered mail, return receipt requested, to the last known
address of either party as set out in the records of the Company.
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SECTION XIII
HEADINGS
All headings in this agreement are set out for convenience and
shall not in any manner impact upon the interpretation of this agreement.
SECTION IV
GOVERNING LAW AND JURISDICTION
This agreement shall be interpreted and enforced in accordance
with the laws of the State of New York. All disputes between the parties shall
be settled exclusively by arbitration in New York City under the applicable
rules of the American Arbitration Association.
IN WITNESS WHEREOF, the Company and the Executive have executed
this agreement on the date first above written.
THE COMPANY
By: /s/ Xxxx Xxxxx
---------------------------
Xxxx Xxxxx, Chairman
THE EXECUTIVE
By: /s/ Xxxxx Xxxxxxx
----------------------------
Xxxxx Xxxxxxx
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