EMPLOYMENT SERVICES AGREEMENT
Exhibit
10.3
This
Employment Services Agreement (“Agreement”), effective May 22, 2007, is made by
and between Xxxxxx Xxxxxxxx (“Executive”) and River Hawk Aviation, Inc. a
Nevada corporation (“Company”).
WHEREAS,
Executive has extensive background in the management of aviation and
aviation-related concerns as well as in the implementation of business
development strategies;
WHEREAS,
Executive has served as the President and Chief Financial Officer of the Company
since August 2006 without compensation and has managed the aviation development
and operations as well as business development strategies (the
“Services”);
WHEREAS,
Company is a publicly held corporation with its common stock shares trading
on
the Over the Counter Bulletin Board under the ticker symbol “RHWA,” and desires
to further develop its aviation business; and
WHEREAS,
Company desires to continue using the Services of the Executive of the on the
terms and subject to the conditions set forth herein;
NOW,
THEREFORE, in consideration for the Services provided to Company, the parties
agree as follows:
1. Services
of Executive.
Executive
shall continue to perform bona fide management, aviation and business
development services, and customary duties as Chief Executive Officer of the
Company during for the duration of this Agreement. These services provided
by
Executive for the Consideration herein shall not be in connection with the
offer
or sale of securities in a capital-raising transaction, shall not be for
directly or indirectly promoting or maintaining a market for Company’s
securities. Executive and Company agree and acknowledge that this Agreement
shall supersede and override all prior understandings between Executive and
Company.
2. Consideration.
Company
agrees to pay Executive, as his fee and as consideration for services provided,
500,000 shares of common stock of the Company, which shares shall be registered
on Form S-8 with the United States Securities and Exchange Commission (the
“SEC”) issued to Xxxxxx Xxxxxxxx, the natural person performing the Employment
services for Company. All shares and certificates representing such shares
shall
be subject to applicable SEC, federal, state (Blue sky) and local laws and
additional restrictions set forth herein.
3. Confidentiality.
Each
party agrees that during the course of this Agreement, information that is
confidential or of a proprietary nature may not be disclosed to any other party,
including, but not limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage rates,
advertising relationships, projections, and marketing data (“Confidential
Information”). Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other than the
receiving party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a confidentiality obligation
to the providing party.
4. Indemnification.
(a)
Company.
Company
agrees, to the extent not in conflict with his current duties and positions
with
the Company and allowable by law, to indemnify, defend, and shall hold harmless
Executive and/or his agents, and to defend any action brought against said
parties with respect to any claim, demand, cause of action, debt or liability,
including reasonable attorneys' fees to the extent that such action arises
out
of the negligence or willful misconduct of Company.
(b) Executive.
Executive
agrees to indemnify, defend, and shall hold harmless Company, its directors,
employees and agents, and defend any action brought against same with respect
to
any claim, demand, cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Executive.
(c) Notice.
In
claiming any indemnification hereunder, the indemnified party shall promptly
provide the indemnifying party with written notice of any claim, which the
indemnified party believes falls within the scope of the foregoing paragraphs.
The indemnified party may, at its expense, assist in the defense if it so
chooses, provided that the indemnifying party shall control such defense, and
all negotiations relative to the settlement of any such claim. Any settlement
intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably
withheld.
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6. Termination
and Renewal.
(a) Term.
This
Agreement shall become effective on the date first written above and terminate
twelve (12) months thereafter, unless terminated sooner in accordance with
Section 6(b), below (the “Term”). This Term supersedes and overrides the period
or term established in any prior written agreement, verbal agreement or
understanding and shall become effective on the date appearing next to the
signatures below and terminate one (1) year thereafter. This Agreement shall
automatically be extended for one (1) additional year unless terminated in
writing by the Client at least thirty (30) days prior to this Agreements
termination.
(b) Termination.
Either
party may terminate this Agreement on thirty (30) calendar days written notice,
or if prior to such action, the other party materially breaches any of its
representations, warranties or obligations under this Agreement. Except as
may
be otherwise provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-defaulting party
for
all costs incurred directly as a result of the breach of this Agreement, and
shall be subject to such damages as may be allowed by law including all
attorneys' fees and costs of enforcing this Agreement.
(c) Termination
and Payment.
Upon
any
termination or expiration of this Agreement, Company shall pay all unpaid and
outstanding fees through the effective date of termination or expiration of
this
Agreement. And upon such termination, Executive shall provide and deliver to
Company any and all outstanding services due through the effective date of
this
Agreement.
7. Miscellaneous.
(a) Rights
Cumulative; Waivers.
The
rights of each of the parties under this Agreement are cumulative. The rights
of
each of the parties hereunder shall not be capable of being waived or varied
other than by an express waiver or variation in writing. Any failure to exercise
or any delay in exercising any of such rights shall not operate as a waiver
or
variation of that or any other such right. Any defective or partial exercise
of
any of such rights shall not preclude any other or further exercise of that
or
any other such right. No act or course of conduct or negotiation on the part
of
any party shall in any way preclude such party from exercising any such right
or
constitute a suspension or any variation of any such right.
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(b) Benefit;
Successors Bound.
This
Agreement and the terms, covenants, conditions, provisions, obligations,
undertakings, rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the undersigned parties and their heirs, executors,
administrators, representatives, successors, and permitted assigns.
(c) Entire
Agreement.
This
Agreement contains the entire agreement between the parties with respect to
the
subject matter hereof. There are no promises, agreements, conditions,
undertakings, understandings, warranties, covenants or representa-tions, oral
or
written, express or implied, between them with respect to this Agreement or
the
matters described in this Agreement, except as set forth in this Agreement.
Any
such negotiations, promises, or understandings shall not be used to interpret
or
constitute this Agreement.
(d) Assignment.
This
Agreement shall not be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and any purported
assignment in violation hereof shall be void.
(e) Amendment.
This
Agreement may be amended only by an instrument in writing executed by all the
parties hereto.
(f) Severability.
Each
part
of this Agreement is intended to be severable. In the event that any provision
of this Agreement is found by any court or other authority of competent
jurisdiction to be illegal or unenforceable, such provision shall be severed
or
modified to the extent necessary to render it enforceable and as so severed
or
modified, this Agreement shall continue in full force and effect.
(g) Section
Headings.
The
Section headings in this Agreement are for reference purposes only and shall
not
affect in any way the meaning or interpretation of this Agreement.
(h) Construction.
Unless
the context otherwise requires, when used herein, the singular shall be deemed
to include the plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.
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(i) Further
Assurances.
In
addition to the instruments and documents to be made, executed and delivered
pursuant to this Agreement, the parties hereto agree to make, execute and
deliver or cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(j) Notices.
Any
notice which is required or desired under this Agreement shall be given in
writing and may be sent by personal delivery or by mail (either a. United States
mail, postage prepaid, or b. Federal Express or similar generally recognized
overnight carrier), addressed as follows (subject to the right to designate
a
different address by notice similarly given):
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If
to Company:
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River
Hawk Aviation, Inc.
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Attn:
Xxxxxx X. Xxxxx
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000
Xxxxxxxx Xxxx Xxxxx, Xxxxx #0
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Xxxxxxxx
Xxxx, XX 00000
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With
a copy to:
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Xxxxx
X. Xxxx
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The
Xxxx Law Group, PLLC
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000
Xxxxx Xxxxxx, Xxxxx 0000
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Xxxxxxx,
Xxxxxxxxxx 00000
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If
to Executive:
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______________________
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______________________
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______________________
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______________________
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(k) Governing
Law.
This
Agreement shall be governed by the interpreted in accordance with the laws
of
the State of Michigan without reference to its conflicts of laws rules or
principles. Each of the parties consents to the exclusive jurisdiction of the
federal courts of the State of Michigan in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent permitted by
law,
any objection, including any objection based on forum
non coveniens,
to the
bringing of any such proceeding in such jurisdictions.
(l) Consents.
The
person signing this Agreement on behalf of each party hereby represents and
warrants that he has the necessary power, consent and authority to execute
and
deliver this Agreement on behalf of such party.
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(m) Survival
of Provisions.
The
provisions contained in paragraphs 3, 5, 6, and 7 of this Agreement shall
survive the termination of this Agreement.
(n) Execution
in Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original and all of which together shall constitute one and the same
agreement.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
have
agreed to and accepted the terms herein on the date written above.
COMPANY:
RIVER
HAWK AVIATION, INC.
By: /s/
Xxxxxx X. Xxxxx
______________________
Name:
Xxxxxx X. Xxxxx
Its:
Chief Financial Officer
EXECUTIVE:
XXXXXX
XXXXXXXX
By: /s/
Xxxxxx Xxxxxxxx
______________________
Name:
Xxxxxx Xxxxxxxx
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