EXHIBIT NO. 6.10
EMPLOYMENT AGREEMENT WITH XXXX XXXXXXXX
DATED JUNE 1, 1998
EMPLOYMENT AGREEMENT
This Agreement, made as of the 1st day of June, 1998 by and between
TIMBER RESOURCES INTERNATIONAL, INC. (the "Company"), a Delaware Corporation
having a place of business at 000 Xxxxxxxxx Xxxxxx, 00x Xxxxx. Xxx Xxxx, Xxx
Xxxx 00000 and XXXX XXXXXXXX (the "Executive"), X/X 000 Xxxxxxxxx Xxxxxx, 00xx
Xxxxx, Xxx 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 her;
Now, therefore, in consideration of their mutual promises as
hereinafter set forth, the parties hereto agree as follows:
1. DESIGNATION AND DUTIES
The Executive shall be employed as Interim Vice President of Finance
and Administration. The Executive will also be elected as a Director
of the Company in accordance with the bylaws of the Company. She shall
perform all duties and undertake all responsibilities as would be
customary and appropriate for the Interim Vice President of Finance
and Administration, and additionally, shall perform all duties and
tasks as are entrusted to her by the Company's Chairman and CEO and
the Board of Directors. Without limiting the generality of the
foregoing, the Executive shall be responsible to:
(a) analyze and evaluate, from a financial point of view, the
Company, its business and prospects, including any business
or operating plan and the appropriateness of the capital
structure of the Company;
(b) assist in the determination of an appropriate plan to raise
equity and/or debt financing for the Company, and render
financial and operational advice in connection with the
design and implementation of such transactions, coordinate
and evaluate proposals for any potential financing;
(c) assist in the design, implementation and administration of
an investor relations program, including the preparation and
dissemination of information to the Company's current and
prospective investors;
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(d) supervise accounting and finance functions, participate in
developing a budget for the Company on a year to year and
calendar quarter to calendar quarter basis, review the
Company's operating statements, balance sheets and
projections, as well as corporate documents, contracts and
other legal documents;
(e) monitor expenses and variances from budgetary allocations,
develop and implement personnel policies, recruit
appropriate personnel to achieve the Company's goals;
2. TERM OF EMPLOYMENT
The Executive shall be employed for an initial term of six (6) months
commencing on June 1, 1998 and ending on November 30, 1998.
Thereafter, this Employment Agreement shall be automatically renewed
for successive six (6) month period unless either party notifies the
other in writing of its intent not to renew not less than sixty (60)
days before the end of the initial six month term or sixty (60) days
before the end of any of the six month renewal term.
3. NO RESTRICTIONS ON EMPLOYMENT WITH COMPANY
The Executive represents and warrants that she 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
her from entering into this agreement and performing her duties as set
out herewith. In the event, the Executive has, in any position held by
her prior to the execution of this agreement, executed any
confidentiality agreement or other similar agreement restricting her
subsequent employment, the Executive represents that copies of all of
such confidentiality or similar agreements have been furnished to the
Company prior to the execution of this agreement.
4. COMPANY'S OWNERSHIP OF WORK PRODUCT
The Executive acknowledges that all work product initiated, developed
and created by her 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 her employment.
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5. 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 her 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.
6. COMPENSATION
The Executive shall be paid compensation during the term of his
employment as follows:
(a) BASE COMPENSATIONS: During the first six (6) months of employment,
the Executive shall be paid a base salary of $ 3,500 (Three Thousand
Five Hundred Dollars) per month. During the second and third term of
employment, the Executive shall be paid a base salary of $5,000 (Five
Thousand Dollars) per month. If the Executive continues to be employed
by the Company after the expiration of the third term, the Executive
shall be paid a base salary of $ 7,500 (Seven Thousand Five Hundred
Dollars) per month. During the initial term of this Employment
Agreement and during each of the renewal terms, the Executive shall be
available for the Company twenty (20) hours per week.
(b) BONUS COMPENSATION: The Executive's Bonus Cash Awards are granted
based on the Company's performance against financial targets including
return on equity, earnings per share and predetermined targets of
qualitative non-financial performance factors, such as quality, safety
and environment and people development. The Company's Board of
Directors shall determine financial targets for each fiscal year prior
to the commencement of the year. If the threshold level of performance
is not attained, no bonus compensation is earned.
For the fiscal year ending June 30, 1999, the Executive shall be paid
bonus compensation of $ 25,000 (Twenty Five Thousand Dollars) provided
the Company achieved 100% of the goal and the Executive's initial
six-month employment contract is renewed. Furthermore, for each 10%
increase over financial targets, the Executive's bonus compensation
shall be increased by $10,000 (Ten Thousand Dollars), subject to a
maximum bonus compensation of $50,000 (Fifty Thousand Dollars) for
each fiscal year.
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7. WARRANTS
Executive shall be granted ten year warrants for common stock priced
at $.05 at the rate of 100,000 (one hundred thousand) warrants a month
issued on the first of each month beginning July 1, 1998. The number
of warrants should be adjusted to any split or reverse split of the
Company's stock.
8. BENEFITS
(a) The Executive and her family shall receive medical insurance
coverage in accordance with the medical benefits plan adopted by the
Company.
(b) The Company agrees to provide Directors and Officers liability
insurance in such amount as may be deemed approprate by its Board of
Directors. Irrespective of whether or not such insurance coverage is
in force and effect, the Company agrees to indemnify the Executive and
hold her free and harmless from all claims, injury, damages and costs
(subject to the Company's right to select counsel of its choice)
arising from any actiion against the Company or any act or activity
undertaken by the Executive in the conduct of the Company's business
or the performance of her duties hereunder provided however that such
indemnification shall not extend to actions or activites by the
Executive involving a violation of law, breach of contract or moral
turpitude. Notwithstanding anything stated above, the Executive shall
not be denied indemnification if she has taken any action or engaged
in any activity in accordance with directives of the Board of
Directors or the Chairman of the Company, or, in good faith, attempted
to implement policies or guidelines established by them.
9. VACATIONS/ILLNESS/EXPENSE/REIMBURSEMENTS
(a) The Executive shall be entitled to vacations from work for an
aggregate of one calendar week per six months. Vacations shall be
taken by the Executive in such manner as to avoid or minimize any
disruption in the Company's business, 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 four weeks.
(b) The Executive shall be entitled to two weeks of absence with full
salary on account of documented injury or illness in any six month
period. Leave of absence for medical reasons may not be accumulated
from year to year. The Company may in its discretion grant the
Executive additional leave of absence on account of illness with full
or part salary based upon prior extraordinary performance by the
Executive.
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(c) The Company shall reimburse the Executive for all reasonable out
of pocket expenses incurred by her in the conduct of the Company's
business. The Company may from time to time establish guidelines or
other rules with regard to reimbursements of expenses. Reimbursements
shall be made within thirty (30) business days after receiving an
expense statement from the Executive supported by appropriate invoices
or other documentation acceptable to the Company's auditors, and shall
be paid notwithstanding an intervening termination of employment.
10. TERMINATION
The Employment Agreement may be terminated by the Company prior to the
expiration of the term provided herein in accordance with the
following:
(a) DEATH OF THE EXECUTIVE: In the event of the death of the
Executive, this agreement shall terminated in all respects, provided
however that (i) the estate of the Executive shall be entitled,
without any diminution of set-off of any kind, to all base and bonus
compensation, as well as warrants earned by the Executive under the
terms of this agreement, and (ii) the Company shall be entitled to
assert any claim arising from a breach of the terms of this agreement
against the estate of the Executive provided such claim has been
asserted prior to the death of the Executive.
(b) DISABILITY: The Executive shall become physically or mentally
disabled and be unable to perform her duties and responsibilities for
a continuous period of four (4) weeks in any six month period. The
Company may, in its discretion and based upon the performance and/or
exceptional contributions made by the Executive to the Company, relax
the restrictions set out in this subparagraph. The Company shall
provide thirty (30) days notice for termination of employment pursuant
to the provisions of this subparagraph.
(C)UNLAWFUL ACTIVITIES: Activities engaged in by the Executive which
shall be exclusively or partially responsible for the Company having
violated or being placed in a situation when, in the opinion of its
counsel, it may be in violation of any state or federal law including,
without limitation, securities laws, tax laws, RICO statutes, and
anti-discrimination and sexual harassment laws. Termination of
employment pursuant to the terms of this subparagraph shall be at the
discretion of the Board of Directors based on the gravity of the
violation involved, and the notice period shall also be at the
discretion of the Board.
(d) FRAUD/DIVERSION OF BUSINESS, ETC: It shall be established to the
satisfaction of the Company 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. Prior to
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taking any action pursuant to the provisions of this subparagraph, the
Company shall provide the Executive with a reasonably detailed
statement of the charges made against her. The Executive shall have
two weeks to provide a written response to such charges. The Company
may suspend the Executive and deny her access to her office or certain
files or departments within the office until such time as the Company
makes a final decision on the matter. After the Executive's written
response to the Company's charges is received by the Company, it shall
be forwarded to the Board of Directors of the Company. The Board shall
take a decision regarding the Executive's employment pursuant to
discussion of the matter at a meeting of the Board which shall be
chaired by a Director other than the Executive. The decision of the
Board of Directors shall be communicated to the Executive in writing.
The Company's decision need not contain any rebuttal of the
Executive's response or provide any other reason for the termination
of employment. Termination of employment pursuant to the terms of this
subparagraph may be made with immediate effect at the discretion of
the Company.
(e) TERMINATION FOR CONVENIENCE: The Company shall be entitled to
terminate this Employment Agreement without assigning any reason and
entirely in its discretion by providing sixty (60) days written notice
thereof to the Executive. In the event, the employment is terminated
in any six-month period of this Employment Agreement, a severance
payment of $25,000 (twenty five thousand dollars) shall be paid within
thirty (30) business days of the date of termination.
11. RESIGNATION
In the event the Executive chooses to resign from the Company's
employment, she 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.
12. 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.
13. HEADINGS
All headings in this agreement are set out for convenience and shall
not in any manner impact upon the interpretation of this agreement.
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14. AMENDMENTS
This agreement sets out the entire agreement between the parties,
which relate to the Executive's employment and other matters set out
in this agreement. Both parties acknowledge that all other prior or
contemporaneous agreements and understandings, whether written or
oral, are void and of no effect. A waiver on one or more occasions of
any of the provisions contained herein shall not be construed as an
amendment to this agreement. This agreement may be amended only by a
document signed by the party against whom the provisions of such
amendment are sought to be enforced.
15. GOVERNING LAW AND JURISDICTION
This agreement shall be interpreted and enforced in accordance with
the internal laws of the State of Delaware without reference to rules
regarding conflict of laws. All disputes arising under this agreement
shall be referred to arbitration under the procedures and auspices of
the American Arbitration Association. The venue for such arbitration
shall be in New York City.
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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 Director
THE EXECUTIVE
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
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