Ex-10(iii)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective this 1st day
of January, 2001, by and between WRAP-N-ROLL USA, Inc., a Nevada corporation
("Employer" or "Company"), and Xxxxx Xxxxxxx, an individual and further the
sole officer and director of Employer ("Employee").
PREMISES
WHEREAS, Employer desires to secure the services of the Employee
pursuant to the terms and conditions of an employment agreement; and
WHEREAS, the Employee has the requisite skills and experience in
providing specialized advertising services to businesses of all sizes with
emphasis on large format digital printing on perforated and non-perforated
vinyl substrates.
AGREEMENT
NOW THEREFORE, with the above provisions incorporated herein by this
reference, in consideration of the mutual promises contained herein, the
benefits to be derived by each party hereunder and other good and valuable
consideration, the sufficiency of which is hereby expressly acknowledged, the
parties hereto mutually agree as follows:
1. Employment. The Employer employs the Employee and the Employee accepts
employment as Employee of Employer upon the terms and conditions set
forth in this Agreement.
2. Term. The term of this Agreement shall commence January 1, 2001, and
shall continue for an initial term of three (3) years. This Agreement
may be renewed at the end of the term, for an additional term upon the
written agreement of the parties. If there is no written agreement for
additional term, then the employment will continue on a month to month
basis subject to termination by either party upon thirty (30) days
written notice to the other party.
3. Compensation. Employee shall receive a salary, payable monthly, in the
amount of $1,000.00 per month. Employee's salary expense shall accrue
until the Company has a net income of $50,000. Fifty percent (50%) of
the net income from Employer's operations before tax shall go towards
paying down the accrued salary liability.
4. Duties/Limitations. During the term of this Agreement, Employee shall
initially serve i) on the board of directors for Employer ii) as
president, secretary and treasurer of Employer. Employee shall be
responsible for developing relationships with clients; consulting with
clients and generating revenues; managing the company finances including
but not limited to purchases, sales, payroll, accounts payable, accounts
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receivable, bank reconciliation, and inventory management; overseeing
the preparation of financial statements and SEC filings; filing of
company taxes in a timely fashion, including sales, income, payroll,
franchise and other necessary taxes; hiring employees; overseeing
purchase of office supplies and materials necessary for operation of the
Company's business; developing financing arrangements with vendors,
banks and investors as necessary; performing any other tasks or
obligations normally associated with Employee's position within industry
standards.
5. Extent of Services/Conduct. The Employee may perform services for other
organizations and volunteer for charitable organizations. The Employee
pledges careful avoidance of all personal acts, habits, usage's, and
statements which might injure, in any way, directly or indirectly, the
personal or business reputation of the Employer.
6. Non-Disclosure of Information. In further consideration of employment
and the continuation of employment by Employer, Employee will not,
directly or indirectly, during or after the term of employment disclose
to any person not authorized by Employer to receive or use such
information, except, for the sole benefit of Employer, any of Employer's
confidential or proprietary data, information, or techniques, or give to
any person not authorized by Employer to receive any information that is
not generally known to anyone other than Employer or that is designated
by Employer as "Limited," "Private," or "Confidential," or similarly
designated.
7. Expenses. The Employee may incur reasonable expenses for promoting the
Employer's business, including reasonable expenses for office space,
entertainment, travel, and similar items. The Employer will reimburse
the Employee for all such pre-approved expenses upon the Employee's
periodic presentation of an itemized account of such expenditures.
8. Disability. If the Employee is unable to perform services by reason of
illness or incapacity, the base salary payable under Paragraph 3 of this
Agreement shall continue only in accordance with decisions unilaterally
reached by the Board of Directors or pursuant to any written policy of
the company.
9. Fringe Benefits. In addition to the compensation to the Employee under
Paragraph 3, the Employee shall be entitled to, during the term of this
Agreement, participate in any benefit plans adopted by the Employer,
including, without limitation, health, retirement, disability, and life
insurance benefit plans, but only to the extent that the Employee has
satisfied the eligibility requirements of the respective plans and the
benefits are offered to all other employees of Employer.
10. Termination for Cause. The Employer may terminate this Agreement for
cause at any time. For purposes of this Agreement, the term "cause"
includes, without limitation, the Employee's (i) neglect or intentional
disregard of duties, (ii) unauthorized disclosure of confidences of the
Employer, (iii) conviction of felony or
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any crime involving moral turpitude by a court of competent
jurisdiction, (iv) willful misconduct, (v) excessive use of alcohol on
repeated occasions or addiction to narcotics, (vi) breach of this
Agreement, or (vii) dishonesty.
11. Termination upon Sale of Business. Employer may terminate this
Agreement upon thirty (30) days written notice to the Employee upon the
happening of any of the following events:
(a) The sale, by the Employer, of substantially all of its assets to a
single purchaser or group of associated purchasers; or
(b) The sale, exchange, or other disposition to a single entity or
group of entities under common control in one transaction or
series of related transactions of greater than fifty percent (50%)
of the outstanding shares of the Employer's common stock; or
(c) A decision by Employer to terminate its business and liquidate its
assets; or
(d) The merger or consolidation of the Employer in a transaction in
which the shareholders of the Employer receive less than fifty
percent (50%) of the outstanding voting shares of the new or
continuing corporation.
12. Death during Employment. If the Employee dies during the term of this
Agreement, then the Employer shall pay to the designated beneficiary of
the Employee the compensation which would otherwise be payable to the
Employee up to the end of the month in which such death occurs and this
Agreement shall be terminated. If the Employee has made no beneficiary
designation, then the compensation due hereunder shall be paid to the
Employee's estate.
13. Survival. The provisions of this Agreement shall survive the
termination of this Agreement.
14. Miscellaneous.
(a) The execution and performance of this Agreement has been duly
authorized by all requisite individual or corporate actions and
approvals and is free of conflict or violation of any other
individual or corporate actions and approvals entered into jointly
and severally by the parties hereto. This Agreement represents
the entire Agreement between the parties hereto, and supersedes
any prior agreements with regards to the subject matter hereof.
This Agreement may be executed in any number of facsimile
counterparts with the aggregate of the counterparts together
constituting one and the same instrument. This Agreement
constitutes a valid and binding obligation of the parties hereto
and their successors, heirs and assigns and may only be assigned
or amended by written consent from the other party.
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(b) No term of this Agreement shall be considered waived and no breach
excused by either party unless made in writing. In the event that
any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be constructed as if it never
contained any such invalid, illegal or unenforceable provisions.
(c) The laws of the State of Utah shall govern the validity,
interpretation, and performance of this Agreement and any dispute
arising out of this Agreement shall be brought in a court of
competent jurisdiction in Salt Lake County, Utah. If any action
is brought to enforce or interpret the provisions of this
Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees, court costs, and other costs incurred
in proceeding with the action from the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
WRAP-N-ROLL USA, Inc. (Employer)
/S/ XXXXX XXXXXXX
______________________________________
By: Xxxxx Xxxxxxx, President
Xxxxx Xxxxxxx (Employee)
/S/ XXXXX XXXXXXX
______________________________________
By: Xxxxx Xxxxxxx, an Individual
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