EXECUTIVE COMPENSATION AGREEMENT
This Executive Compensation Agreement ("Agreement") is made effective
this 30TH day of October 1997 by and between Eurotronics Holdings Incorporated,
a Utah corporation with principal offices at 0000 Xxxx Xxxxxxxx Xxxxx, Xxxxxx
Xxxxx, Xxxxxxx 00000 ("Eurotronics"), and Xxxxxx Xxxxxx, the Company's president
and director ("Executive").
PREMISES
WHEREAS, Executive has served as the Company's president and director
for approximately the past six months;
WHEREAS, Executive has not received any compensation for his services
as president and director;
WHEREAS, Eurotronics wishes to fully compensate Executive for services
Executive has performed and believes that issuing stock to Executive is the most
appropriate method to do so;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Eurotronics and
Executive agree as follows:
1. Services Performed. The parties hereby acknowledge that Executive has
provided valuable services including conducting the day to day management of the
Company, providing long-term business planning for the Company, and having
responsibility to conduct due diligence with respect to a planned merger of the
Company.
2. Compensation. As consideration for services that have been performed by
Executive, Eurotronics shall issue to Executive one million seven hundred
thousand (1,700,000) shares of its Class A Common Stock, par value $0.0001
("Common Stock"). The Common Stock shall be initially registered under a Form
S-8 Registration Statement to be filed by the Company. Such compensation shall
be the exclusive consideration for all past consulting services performed by
Executive.
3. Confidential Information. Executive agrees that certain information that may
have been disclosed or discovered by Executive during the course of the
performance of the services under this Agreement is secret, unique, and
valuable, and was developed by Eurotronics at great cost and over a long period
of time. Executive hereby agrees not to disclose such confidential information
for a period of three (3) years from the date of execution of this Agreement,
unless expressly authorized by Eurotronics in writing. Executive further
understands and agrees that the breach of this agreement not to disclose will
cause irreparable injury to Eurotronics. Such breach will entitle Eurotronics to
pursue a remedy at law or in equity, including injunctive relief without proof
of actual damages, or posting of a bond, for any damages resulting therefrom.
For the purpose of this Agreement, confidential information includes but is not
limited to, the following:
A. Non-public financial information, accounting information, plans
of operations, and information related to possible mergers or
acquisitions prior to any public announcement;
B. Memoranda, notes, or records concerning technical processes
conducted by Eurotronics or any affiliated entity; C.
Proprietary technology, licenses and patents;
D. Sketches, plans, drawings and other confidential research and
development data;
E. Any other information that Executive knows is confidential or
that a reasonable person in the position of Executive would
have reason to believe is confidential.
4. All Prior Agreements Terminated. This Agreement constitutes the entire
agreement and understanding between the parties and supersedes and replaces all
proposals, prior negotiations and agreements, whether oral or written, between
the parties in connection with the subject matter contemplated by this
Agreement. None of the parties shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this
Agreement other than as expressly provided in this Agreement, unless the parties
subsequently agree to modify or amend this Agreement in writing, duly signed by
authorized representatives of the parties.
5. Release. Executive hereby agrees that the compensation to be provided
hereunder constitutes full settlement of any claims Executive may have to unpaid
compensation for previously performed services.
6. Miscellaneous
A. Authority. The execution and performance of this Agreement have
been duly authorized by all requisite corporate action. This
Agreement constitutes a valid and binding obligation of the
parties.
B. Amendment. This Agreement may be amended or modified only by an
instrument in writing executed by the parties hereto.
C. Waiver. No term of this Agreement shall be considered waived
and no breach excused by either party unless such waiver is
made in writing. No consent, waiver or excuse by either party,
express or implied, shall constitute a subsequent consent,
waiver or excuse.
D. Assignment:
(i) The rights and obligations under this Agreement shall
inure to the benefit of and shall be binding upon the
successors and assigns of each of the parties.
Neither party shall have the right to transfer or
assign this Agreement without the prior written
consent of the other party.
(ii) Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, other than the
parties and their successors, any rights or remedies
under this Agreement.
E. Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and may be given
by personal delivery or by mail, registered or certified,
return receipt requested, or by overnight delivery service, or
via facsimile (fax) transmission. Mailed notices shall be
addressed to the parties at the addresses appearing herein, but
each party may change its address by written notice in
accordance with this paragraph. Notices delivered personally
shall be deemed to be properly served as of the time of actual
delivery; mailed or otherwise transmitted notices shall be
deemed properly served upon receipt.
(i) In the case of Eurotronics to:
Eurotronics Holdings Incorporated
0000 Xxxx Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
(000) 000-0000
(000) 000-0000 (fax)
(ii) In the Case of Executive to:
Xxxxxx Xxxxxx
c/o Eurotronics Holdings Incorporated
0000 Xxxx Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
(000) 000-0000
(000) 000-0000 (fax)
or to such other person or address designated in writing to
receive notice.
F. Headings and Captions. The headings of paragraphs are included
solely for convenience. If a conflict exists between any
heading and the text of this Agreement, the text shall
control.
G. Effect of Partial Invalidity. 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, but
this Agreement shall be constructed as if it never contained
any such invalid, illegal or unenforceable provisions.
H. Controlling Law and Venue. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of
the State of Utah, without regard to its law on the conflict
of laws. Any dispute arising out of this Agreement shall be
brought in a court of competent jurisdiction in Salt Lake
County, State of Utah. The parties exclude any and all
statutes, laws and treaties which would allow or require any
dispute to be decided in another forum or by other rules of
decision than provided in this Agreement.
I. Arbitration. Any dispute arising under this Agreement shall be
resolved through a mediation-arbitration approach. The parties
agree to mutually select a neutral third party to help them
mediate any dispute. If the mediation is unsuccessful, the
parties agree that the dispute shall be decided by binding
arbitration in accordance with the rules of the American
Arbitration Association then controlling. The site of any such
mediation or arbitration shall be in Salt Lake County, State
of Utah.
J. Attorney's Fees. If any action at law or in equity, including
an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover actual attorney's fees,
court costs, and other costs incurred in proceeding with the
action from the other party. The attorney's fees, court costs
or other costs, may be ordered by the court in its decision of
any action described in this paragraph or may be enforced in a
separate action brought for determining attorney's fees, court
costs, or other costs. Should either party be represented by
in-house counsel, all parties agree that party may recover
attorney's fees incurred by that in-house counsel in an amount
equal to that attorney's normal fees for similar matters, or,
should that attorney not normally charge a fee, by the
prevailing rate charged by attorneys with similar background
in that legal community.
K. Mutual Cooperation. The parties hereto shall cooperate with
each other to achieve the purpose of this Agreement, and shall
execute such other and further documents and take such other
and further actions as may be necessary or convenient to
effect the transactions described herein.
L. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person,
other than the parties hereto and their appropriate
successors, any rights or remedies under or by reason of this
Agreement, unless this Agreement specifically states such
intent.
M. Facsimile Counterparts. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the
other party, the party who receives the transmission may rely
upon the electronic facsimile as a signed original of this
Agreement.
IN WITNESS WHEREOF, this Agreement was duly executed this 30TH day of
October 1997.
Eurotronics Holdings Incorporated Executive
/s/Xxxxxx Xxxxxx /s/Xxxxxx Xxxxxx
------------------------------- -------------------------------
By:Authorized Signatory Xxxxxx Xxxxxx
