CENTREX, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into the 1st day of
November, 1999 by and between Xxxxx X. Xxxxxxx ("Xxxxxxx") and Centrex, Inc.
("Centrex").
WHEREAS, Centex desires to hire Xxxxxxx and Xxxxxxx desire to enter into
the employment of Centrex on and subject to the terms and conditions set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency are acknowledged, the parties agree as follows:
1. Employment. Centrex employs Xxxxxxx and Xxxxxxx accepts employment from
Centrex upon the terms and conditions of this Agreement.
2. Scope of Employment. Xxxxxxx agrees to devote such business time and
attention and Xxxxxxx'x best good faith diligent efforts to the business of
Centrex with primary duties as President and Chief Executive Officer of Centrex
under the direct supervision of the Board of Directors. Xxxxxxx shall also be a
member of the Board of Directors and be able to designate one additional member
of the Board of Directors, each to serve until their successors are duly elected
and qualified. Xxxxxxx agrees to render a status and activity report in writing
to the Board of Directors at least one each month. Xxxxxxx also agrees to render
other reports to the Board of Directors as and when the Board reasonably
requests such reports. All such reports shall be in the form determined by the
Board and contain the information requested by the Board. This Agreement is not
exclusive, and the parties understand that Xxxxxxx may pursue other business
activities, so long as those activities do not unreasonably interfere with his
duties hereunder.
3. Terms of Employment. The term of this Agreement shall commence upon the
effective date hereof and shall terminate on December 31, 2002, unless the
parties agree otherwise or this Agreement is terminated in accordance herewith.
4. Compensation. Xxxxxxx shall be paid the following compensation:
(a) Salary. An annual gross base salary of $150,000, or pro rata portion
thereof, provided that payment of Xxxxxxx'x salary is conditioned upon
Xxxxxxx causing Centrex to receive annually at least (i) $500,000 in
net proceeds from the sale of its stock, or (ii) net profits of at
least $500,000 from the sale of its products, or (iii) the sale,
merger, or business combination of Centrex by December 31, 2000.
Payment of compensation to Xxxxxxx shall be made within 30 days after
the occurrence of the triggering event set forth above; and
(b) Bonus. An annual bonus of $50,000 payable in each year at the
discretion of the Board and subject to meeting the conditions set
forth in (a) above; and
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(c) Benefits. Participation in all employee benefit programs in effect
upon the same terms and conditions other employees so participate; and
(d) Expense Reimbursement. Reimbursement of all reasonable business and
travel expenses incurred in the performance of duties for Centrex,
subject ot prior approval by Centrex and subject to receipt by Centrex
of receipts supporting the expenditure; and
(e) Stock Options. Receipt of Incentive stock Options to purchase up to
1,000,000 shares of common stock of Centrex upon the terms and
conditions set forth in the Incentive Stock Option Agreement which is
Exhibit A hereto.
(f) Deduction for Taxes. Centrex shall be entitled to deduct from the
payment of compensation to Xxxxxxx hereunder all required federal,
state and local withholding taxes.
5. Termination of Employment. This Agreement and the employment by Centrex
of Xxxxxxx hereunder shall terminate upon the occurrence of any of the following
events: (a) automatically upon the death of Xxxxxxx; (b) upon notice given by
Centrex or Xxxxxxx at any time after Xxxxxxx shall become physically or mentally
incapable of performing Xxxxxxx'x duties hereunder at a level of performance
required by Centrex and such physical and mental capacity continues for four
consecutive weeks; (c) by mutual agreement; (d) upon notice given by Centrex for
cause. "Cause" shall mean (i) theft or wrongful appropriation; (ii)
falsification of employment or client records; (iii) dishonest acts; (iv) gross
negligence; (v) failure to perform at a level consistent with generally accepted
standards in the industry; (vi) insubordination of a material nature; (vii) a
determination by the Board of Directors of Centrex, in its sole good faith
reasonable discretion, that Xxxxxxx'x performance of Xxxxxxx'x duties on behalf
of Centrex are below generally accepted industry Centrex standards; (viii)
breach of Xxxxxxx'x duty of care or duty of loyalty to Centrex; (ix) Xxxxxxx'x
breach of Xxxxxxx'x duties under this Agreement; (x) Xxxxxxx'x violation of the
Confidentiality Agreement which is attach hereto as Exhibit B; or (xi) Xxxxxxx'x
material violation of any law, rule or regulation that interferes with the
performance of his duties hereunder. It shall also be a default if Xxxxxxx fails
to cause Centrex to receive annually (i) $500,000 in net proceeds form the sale
of Centrex securities, or (ii) $500,000 in net profits from the sale of Centrex
products, or (iii) a sale, merger, or business combination of Centrex has not
occurred by December 31, 2000. In the event of a proposed termination for cause,
Centrex will give Xxxxxxx notice of the facts and circumstances surrounding the
alleged cause and provide Xxxxxxx with an opportunity to present, within 10
days, a response to the alleged reason for cause. Notwithstanding to notice
provision, the Agreement and Xxxxxxx'x employment by Centrex shall terminate
upon notice by Centrex of termination for cause. Upon termination, Xxxxxxx shall
be entitled to no further benefits under this Agreement, except for accrued by
unpaid compensation and other employee benefits earned prior to termination; and
Xxxxxxx shall immediately return all property, equipment and papers relating to
or owned by Centrex. In addition, Xxxxxxx shall return all other Confidential
information (as described in Exhibit B) in Xxxxxxx'x possession or under
Xxxxxxx'x control. Xxxxxxx agrees that all such papers and
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property belong to Centrex and not Xxxxxxx, and any withholding thereof shall
constitute a wrongful act entitling Centrex to the receipt of all such papers
immediately.
6. Compensation to Centrex for Certain Activities.
(a) Centrex Rights. Xxxxxxx agrees that Xxxxxxx has received and will
receive special training in the business of Centrex and special
knowledge in the Confidential Information of Centrex and clients of
Centrex by reason of Xxxxxxx'x employment by Centrex. Xxxxxxx also
agrees that the relationships of Centrex with its clients, employees,
suppliers and vendors were developed as a result of significant effort
and at great cost to Centrex and that they are valued assets of
Centrex.
(b) Non-Competition. Xxxxxxx agrees not to compete with Centrex.
(c) Limitations and Restrictions Competitive Acts. The parties hereto
agree that Centrex is entitled to be compensated by Xxxxxxx for the
use, in violation of this Agreement, of such information, knowledge
and relationships which belong to Centrex. As liquidated damages and
not as punishment, the parties agree that the amount of annual
compensation paid by Centrex.
(d) Centrex Employees. During employment hereunder and for 1 year
thereafter, Xxxxxxx agrees not to, directly or indirectly, induce,
solicit or influence any employee of Centrex to terminate that
employment or to become employed by any other entity.
(e) Purpose of Covenants. Xxxxxxx understands and agrees that the purpose
of the covenants contained in this Paragraph 6 is to protect the
legitimate business interests of Centrex without which Centrex would
not have agreed to this Agreement.
(f) Scope of Restrictions. The restrictions contained herein shall apply
to all existing and future employees, clients identified prospective
clients (wherever located), and business of Centrex during the term of
this agreement and for one year after termination of this Agreement;
provided, however, the provisions contained in Paragraph 6(b) above
shall expire one year after the Effective Date of this Agreement.
(g) Permitted Investments. Notwithstanding any of the foregoing, the
parties agree that Xxxxxxx may invest personal private assets as a
passive investor in any company whose securities are publicly traded
which engages in business similar to the Covered Businesses; provided,
that Xxxxxxx does not participate either directly or indirectly in the
management or operation of such business.
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7. Right to set-Off. Centrex shall have a right to reduce amounts payable
to Xxxxxxx hereunder for any liability of Xxxxxxx to Centrex for whatever
reason.
8. Non-Disclosure of Confidential Information. Xxxxxxx acknowledges to
execute and deliver the confidentiality Agreement with Centrex in accordance
with Exhibit B hereto. That agreement shall be incorporated herein and become a
part of this Agreement for all purposes.
9. Reasonableness of Restrictions. Xxxxxxx has carefully read and
understands the provisions of this agreement and received the advice of
competent counsel in connection therewith. Xxxxxxx agrees that the restrictions
set forth in this Agreement are fair and reasonable restrictions required for
the protection of the interest of Centrex and its business and financial
condition. If for any reason this Agreement shall be held to be invalid or
unenforceable, the remaining provisions of the Agreement, shall remain valid and
enforceable and in full force and effect. If the scope, period of time or
geographical limits set forth herein exceed the maximum scope, time or
geographical limits enforceable under applicable law, then automatically the
scope shall be narrowed, the period of time shall be shortened and the
geographical area shall be reduced to an extent which is reasonable, valid and
legally enforceable.
10. Miscellaneous.
(a) Notices. Any notice hereunder shall be delivered by certified U.S.
mail, postage prepaid, to that party's attention at the address set
forth below or at such other address as shall be changed from time to
time by giving notice hereunder.
(b) Entire Agreement. This document with exhibits constitutes the entire
employment agreement between the parties hereto with reference to the
subject matters hereof. No statement or agreement, oral or written,
made prior to or at the singing hereof, and no prior course of dealing
or practice by either party shall vary or modify the written terms
hereof.
(c) Headings. The headings are for ease of reference only and shall not be
deemed for any purpose to affect the substantive meaning of the rights
and duties of the parties.
(d) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
(e) Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall constitute one single agreement.
(f) Amendments. This Agreement may be amended only by a written document
signed by the parties and stating that the document is intended to
amend this Agreement.
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(g) Applicable Law. This Agreement shall be governed by and construed in
accordance with Oklahoma law.
(h) Disputes. In any dispute or proceeding to construe this Agreement, the
parties expressly consent to the exclusive jurisdiction of state and
federal courts in Tulsa County, Oklahoma, the principal place of
business of Centrex. The prevailing party in any suit brought to
interpret this Agreement shall be entitled to recover reasonable
attorney's fees and expenses in addition to any other relief which it
is entitled.
(i) Additional Documents. The parties hereto shall enter into and execute
such additional agreements, understandings, documents or instruments
as may be necessary to implement the intent of this Agreement.
(j) Cumulative Remedies. The remedies of the parties as set forth herein
are cumulative and may be exercised individually or together with one
or all other remedies, and are not exclusive, but instead are in
addition to all other rights and remedies available to the parties at
law or in equity.
(k) Severability. If any provision of the Agreement or the application
thereof to any person or circumstances shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such provisions to other persons or circumstances shall
not be affected thereby and shall be enforced to the greatest extent
permitted by law.
(l) Waiver. The failure of a party to enforce any provision of this
agreement shall not constitute a waiver of such party's right to
thereafter enforce such provision or to enforce any other provision at
any time.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to
be executed effective this 1st day of November, 1999.
CENTREX, INC.
______________________________ By: _______________________
XXXXX X. XXXXXXX XXXXXXX XXXXX, CHAIRMAN
0000 Xxxxxxxx Xxxx 0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxxx 00000 Xxxxx, Xxxxxxxx 00000-0000
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000
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EXHIBIT A
TO EMPLOYMENT AGREEMENT
CENTREX, INC.
INCENTIVE STOCK OPTION AGREEMENT
This agreement, made as of the 1st day of November, 1999, by and between
CENTREX, INC. ("Centrex") and XXXXX X. XXXXXXX ("Xxxxxxx").
1. The Option. In consideration of the Employment Agreement between the
parties and $10 and other valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, Centrex hereby grants to Xxxxxxx
an option to purchase up to 1,000,000 shares of common stock of Centrex in
accordance with the Agreement.
2. Option Exercise Price. The exercise price is $0.50 per share, subject to
adjustment as provided in this agreement. The parties acknowledge that the fair
market value of Centrex Common Stock on the date hereof is $0.50 per share.
3. Exercise of the Option. The Option may be exercised at any time, and
from time to time, in whole or in part, on or before September 30, 2009, subject
to the following conditions, as follows:
(a) Vesting. The Options granted hereunder shall become vested and
exercisable as follows:
(i) 250,000 shares from and after the execution of this Agreement;
and
(ii) 250,000 additional shares from and after the approval by the
Board of Directors of Centrex of a definitive business plan which
Centrex delivers to a prospective investor in Centrex; and
(iii)250,000 additional shares from and after receipt by Centrex of at
least $1,500,000 from the sale of securities of Centrex or
$1,500,000 funding that is acceptable to Centrex; and
(iv) 250,000 additional shares upon the first commercial sale of
product of Centrex to a bona fide third party purchased for
value.
(b) Contingent on Employment. It is a condition of the exercise of the
Options that Xxxxxxx'x Employment Agreement remains in full force and
effect and that he be employed thereunder.
(c) Written Notice of Exercise. The Options shall be exercised by Xxxxxxx
giving Centrex written notice of exercise ("Notice") stating the
number of shares to be
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Purchased and accompanied by payment of the full exercise price for
the number of shares of common stock purchased.
(d) Adjustments. In the event that any business combination or other
acquisitive transaction involving Centrex occurs while this Agreement
remains in full force and effect and while any of the Option hereby
granted remain unexercised and outstanding, or if Centrex shall see
shares of its Common Stock for less that the exercise price, or there
shall be a stock dividend, recapitalization, or reorganization of the
Common Stock, then the occurrence of such a transaction shall
automatically result in an equitable adjustment in the exercise price
and the number of Option shares issuable hereunder.
4. No Rights in Option Stock. Xxxxxxx shall have no rights as a shareholder
in respect of shares as to which the Opt8ions shall not have been exercised and
payment shall not have been received by Centrex as herein provided.
5. Share Reserved. Centrex shall reserve and keep available such number of
shares of Common Stock as will be sufficient to satisfy the requirements of this
Agreement.
6. Non-Assignability. This Option shall not be encumbered, assigned,
transferred or disposed of in whole or in part.
7. Term. The Options, to the extent not previously exercised, shall expire
at 5:00PM Tulsa Time on October 30, 2009.
8. Miscellaneous.
8.1 Entire Agreement. The Options are granted pursuant to the Centrex, Inc.
1998 Incentive Stock Option Plan ("Plan"). All the terms and conditions under
the Plan are incorporated herein by reference. This Agreement, the Employment
Agreement, and the Plan constitute the entire agreement between the parties
hereto with respect to the matters provided for herein and supersedes all prior
written agreements between the parties with respect thereto. This Agreement may
not be altered, amended, canceled to terminated except by a written agreement
signed by Xxxxxxx and Centrex and except as set forth herein. The Plan may be
altered in accordance with its terms, and every alteration in the Plan no
involving the exercise price or the number of Option shares hereunder shall be
incorporated herein by reference, but the number of shares and the exercise
price hereof shall not be altered without the consent of Xxxxxxx, except as
provided by and in effect under the Plan on the date of grant of this Option.
8.2 Notices. All notices under or in conjunction with this Agreement shall
be in writing, delivered in person, or by mail postage prepaid to the address
set forth under the signatures below or to such other address as a party may
designate. All notices shall be deemed given when received in any written form 5
days after the notice is mailed.
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8.3 Construction. All conflicts between this Option agreement and the Plan
shall be resolved in accordance with the Plan. This Agreement was negotiated,
executed and delivered in the State of Oklahoma and shall be governed by and
construed in accordance with the internal laws of the State of Oklahoma.
9. Registration with the SEC. Centrex agrees to use its good faith diligent
efforts to file and keep effective a Form S-8 Registration Statement covering
the Option shares issuable upon the exercise fo the Options hereby granted in
accordance with applicable laws, rules and regulations if and when Form S-8
becomes available to Centrex. Centrex is not currently eligible to use Form S-8
and will not be eligible to xxx such form until the SEC declares effect
Centrex's Form 10-SB which has not been filed. Centrex gives no assurance that
Form S-8 will ever be available to Centrex or that is Form 10-SB will be
declared effective by the SEC. The Option shares issuable hereunder shall be
restricted in accordance with applicable law.
CENTREX, INC.
By: _________________________________ ________________________________
Xxxxxxx Xxxxx, Chairman Xxxxx X. Xxxxxxx
0000 X. Xxxx, Xxxxx 000 0000 Xxxxxxxx Xxxx
Xxxxx, Xxxxxxxx 00000-0000 Murfreesboro, Tennessee
Phone: (000)000-0000 Phone: (000) 000-0000
Fax: (00)000-0000
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EXHIBIT B
TO EMPLOYMENT AGREEMENT
CENTREX, INC.
EMPLOYEE CONFIDENTIALITY AGREEMENT
This confidentiality Agreement ("Agreement") is entered into and effective
this 1st day of November, 1999 by and between Centrex, Inc. )"Centrex") and
Xxxxx X. Xxxxxxx ("Xxxxxxx").
WHEREAS, Centrex contemplates employing Xxxxxxx and providing Xxxxxxx other
certain Confidential Information as defined below concerning the continuous
E.coli detection, measurement and sampling system that produces test results in
minutes and a proprietary software crytosporidium detection system discovered
and developed by Xx. Xxxxxx Xxxxxx and Xx. Xxxx Xxxxxx Xxxxx respectively
certain business, financial and other infromation of Centrex defined as
Confidential Information.
NOW, THEREFORE, in consideration of the Employment Agreement between the
parties and for other good and valuable consideration, the receipt, adequacy and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. For purposes of this Agreement, there term "Confidential Information"
shall mean all Technical Information, all Business and Commercial Information,
and All Miscellaneous Information concerning Centrex or concerning the system
and process for the continuous detection and measurement of E.coli discovered by
Xx. Xxxxxx Xxxxx and the on-line spectro-scopic and turbidimetric technique for
detecting, classifying and counting micro organisms such as cryposporidium and
giardia, in water solutions discovered by Xx. Xxxx Xxxxxx Xxxxx, which are
confidential or proprietory or competitively sensitive and which is disclosed
before or after the date hereof, including without limitation the following:
(i) Technical Information. All trade secrets, inventions, discoveries,
know-how, formulas, formulations, compositions, specifications,
patents, patent applications, copyrights, software and applications,
drawings, schematics, processes, process technologies, manufacturing
techniques, tests, test results, research and development and similar
technical information of Centrex, together with all actual and
proposed modifications and alterations made, created, developed,
invented or discovered by or for and on behalf of Centrex; and
(ii) Business and Commercial Information. All information concerning the
financial condition, business and financial results of operation,
marketing strategies, financial projections, contacts with customers
and prospective customers, prospective business acquisitions, lists of
customers and their expected requirements, customer representatives,
lists of prospective customers and their expected requirements, costs,
pricing, margins, sales, quantities, product plans, market
information, purchase orders, sources of supply, projections,
confidential personnel information of Centrex,
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and all contracts or agreements containing confidentiality provisions,
the contents of all agreements relating to any of the foregoing and
all other information relating to Centrex or its customers or
prospective customers; and
(iii)Miscellaneous Information and Documentation. All records, reports,
analyses, memoranda, notes, analysis, compilations, studies, reports,
and copies and extracts thereof, however and whenever arising,
containing any Confidential Information in every recordable form.
2. "Confidential Information" does not include (a) information which is or
becomes known to the general public through no fault of Xxxxxxx, (b) information
which was rightfully in the possession of Xxxxxxx prior to is disclosure by
Centrex, and (c) information which comes into the possession of Xxxxxxx without
violation of any contractual or legal obligation. Even if these exceptions to
the confidential nature of information provided do apply to a specific item,
that does not relieve Xxxxxxx of his obligations hereunder with respect to all
other item. Xxxxxxx shall have the burden of proof relating to all exceptions to
the confidential treatment of Confidential Information hereunder.
3. Xxxxxxx agrees to hold the Confidential Information in strict confidence
and not to communicate, disclose, divulge, disseminate, publish or transfer the
Confidential Information to any person without the prior written consent of
Centrex.
4. Xxxxxxx agrees to use the Confidential Information solely in connection
with proposed business relationship with Centrex and for no other purpose
whatsoever.
5. Xxxxxxx agrees that the Confidential Information constitutes proprietary
information owned exclusively by Centrex.
6. Xxxxxxx may disclose the Confidential Information to employees, agents,
attorneys, accountants, and other representatives and advisors of Centrex
strictly on a need-to-know basis.
7. To the extent practical, Centrex shall furnish Confidential Information
in documentary or tangible form market as "Confidential". However, if disclosure
of Confidential Information is not in documentary form or if the disclosure is
first made orally or by visual inspection, Centrex shall have the right to
confirm in writing the fact and the general nature of such disclosure within a
reasonable time after such disclosure or request is made. The failure to xxxx as
"Confidential" information which is in fact Confidential Information hereunder
shall not reduce or otherwise alter the obligations of confidentiality of that
information hereunder.
8. Nothing contained herein shall be construed as granting or implying any
right or license to use the Confidential Information disclosed hereunder, except
solely for the permitted purposes set forth herein.
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9. Centrex makes no representation or warranty as to the accuracy or
completeness of the Confidential Information. Xxxxxxx expressly agrees that
Centrex shall have no liability to Xxxxxxx or to anyone else for any
unauthorized use of Confidential Information.
10. Xxxxxxx agrees to return to the disclosing party all Confidential
Information not later than the earlier of (1) 15 days after the termination of
this Agreement and (2) immediately after receipt of a written request from the
other, whichever is sooner.
11. No failure or delay by Centrex in exercising any right, remedy, power
or privilege shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude the exercise of any other right, remedy, power or
privilege hereunder or as permitted by law or in equity.
12. Xxxxxxx agrees that Centrex would not have an adequate remedy at law
and that it would be irreparably injured in a manner for which money damages
would not be adequate and would be extremely difficult to quantify if Xxxxxxx or
any person acting by, through, or under authority of Xxxxxxx does not strictly
perform its obligations in accordance with the provisions of this Agreement.
Accordingly, Xxxxxxx agrees that the disclosing party shall be entitled to
injunctive and other relief to prevent the unauthorized disclosure,
dissemination, publication, transfer or use of any of the Confidential
Information. This remedy is in addition to any other right or remedy to which
Centrex may be entitled at law or in equity. The existence of this Agreement
does not replace or diminish the full force and effect of any other rights or
remedies available to Centrex, at law or in equity, including actual, special,
punitive, or consequential damages arising from a breach of this Agreement.
13. The term of this Agreement is 1 year from and after the date the
Employment Agreement terminates or 1 year after the Confidential Information is
disclosed to Xxxxxxx by Centrex, whichever is later.
14. The rights, duties and obligations of the parties cannot be assigned
without the written consent of all interested parties.
15. This Agreement shall be governed by and construed in accordance with
the alws of the State of Oklahoma.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective as of the date first written above.
CENTREX, INC.
By: ___________________________ By: _____________________________
Xxxxxxx Xxxxx, Chairman Xxxxx X. Xxxxxxx
0000 Xxxxx Xxxx, Xxxxx 000 0000 Xxxxxxxx Xxxx
Xxxxx, Xxxxxxxx 00000-0000 Murfreesboro, Tennessee
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000
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