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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of the _________ day of May,
1998, by and between Westbury Alloys, Inc., a Delaware corporation with its
principal place of business at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
(hereinafter referred to as "Employer"), and Xxxxxxx X. Xxxxx of 00 Xxxxxx Xxxx,
Xxxxxxxxx, Xxxxx Xxxxxx 00000 (the "Employee").
RECITALS:
WHEREAS, the Employer desires to employ Employee, and Employee desires to accept
such employment, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
1. Employment. Employee shall be employed by Employer as Vice President -
Trading. Employee agrees to perform faithfully, industriously, and to the best
of Employee's ability, experience, and talents, all of the duties that may
reasonably be required of the position of Vice President - Trading and will
devote substantially all his business time and attention thereto (vacations and
absences due to illness or injury excepted). Such duties shall be provided by
Employee at the Employer's Providence, Rhode Island office or, subject to
Employee's consent and reimbursement by Employer of all Employee's reasonable
relocation expenses, at such other place(s) as the needs, business, or
opportunities of the Employer may require from time to time.
2. Compensation of Employee. (a) As compensation for the services provided by
Employee under this Agreement and opportunities foregone, Employer will pay
Employee upon execution of this Agreement Ten Thousand Dollars ($10,000) (the
"Signing Bonus"). Thereafter, Employer will pay Employee an annual base salary
of One Hundred Twenty-Seven Thousand Five Hundred Dollars ($127,500) (the "Base
Salary") payable in accordance with Employer's usual payroll procedures. Upon
termination of this Agreement, payments under this paragraph shall cease;
provided, however, that the Employee shall be entitled to payments for periods
or partial periods that occurred prior to the date of termination and for which
the Employee has not yet been paid, and to payments, if any, required to be made
under Section 5 below.
(b) In addition to the Signing Bonus and the Base Salary, Employer will pay
Employee Ten Thousand Dollars ($10,000) within ten (10) days after Employee
generates Twenty Thousand Dollars ($20,000) in pre-tax profit to Employer.
Employer will also pay Employee an annual bonus due and payable on the
anniversary of this Agreement calculated as follows based on a capital
contribution by the Employer of Five Hundred Thousand Dollars ($500,000) and a
return on investment of thirty percent (30%).
Bonus as a Percentage
Pre-Tax Profit of Base Salary
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$250,000-500,000 10%
$500,000-1,000,000 7.5%
Over $1,000,000 5%
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Employee will receive a minimum bonus of Twenty-Five Thousand Dollars
($25,000.00) annually based on a minimum pre-tax profit benchmark of One Hundred
Fifty Thousand Dollars ($150,000). In the event that this Agreement is
terminated or expires for whatever reason, said bonus will be prorated as of the
date of separation and payable upon separation.
(c) During the term of this Agreement, Employee shall be entitled to participate
in any employee benefit plans, medical insurance plans, employee education
plans, life insurance plans, disability plans, 401(k) retirement plan, and other
benefit plans, for which he is otherwise eligible and qualified, customarily
made available by Employer from time to time to its executive employees
performing similar responsibilities as Employee hereunder.
(d) Employee shall be entitled to four weeks paid vacation during each year of
service during the term of this Agreement. Such vacation must be taken at a time
mutually convenient to Employer and Employee. Employee is entitled to accumulate
up to a maximum of twelve weeks of unused vacation time which shall be fully
payable upon termination of employment for any reason.
(e) Employee shall be entitled to paid holidays in accordance with the
Employer's normal policies.
(f) Employer shall grant Employee a warrant to purchase up to Fifty Thousand
(50,000) shares of common stock of Employer at the price per share of $___ which
will become fully vested and exercisable on ___. This provision shall survive
the expiration or termination of this Agreement.
(g) Employee shall be paid an automobile allowance of Four Hundred Fifty Dollars
($450.00) per month plus reimbursement of expenses for gas and tolls incurred in
the performance of Employee's duties hereunder.
(h) Employee shall be entitled to life insurance payable to his designated
beneficiary in an amount not less than two times the Base Salary, subject to the
terms of insurance customarily made available by Employer from time to time to
its executive employees.
3. Business Expenses. Employer will reimburse the Employee for all travel and
out-of-pocket expenses reasonably incurred by him for the purpose of and in
connection with performing his services to Employer hereunder. Such
reimbursement shall be made promptly upon presentation to Employer of vouchers
or other statements itemizing the expenses in reasonable detail in conformity
with Employer's policies.
4. Non-Waiver of Rights. The failure to enforce at any time any of the
provisions of this Employment Agreement or to require at any time performance by
the other party of any of the provisions hereof shall in no way be construed to
be a waiver of such provisions or to affect either the validity of this
Employment Agreement, or any part hereof, or the right of either party
thereafter to enforce each and every provision in accordance with the terms of
this Employment Agreement.
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5. Term/Termination. Employee's employment under this Agreement shall be for an
initial guaranteed term of two years commencing on May ____, 1998 and ending two
(2) years and six (6) months after (the "Initial Employment Period"), and unless
terminated shall continue for successive one year periods thereafter. If
Employer shall terminate this Agreement without cause (as cause is defined in
below), Employee shall be entitled to compensation at the rate of the then
current Base Salary and continuation of all employment benefits for a period
equal to the greater of (i) the remainder of the Initial Employment Period or
(ii) one year from the date of termination. The term "cause" shall mean gross
and habitual neglect of duty; prolonged absence from duty without the consent of
Employer other than for vacation, illness or injury; illegal conduct amounting
to fraud, embezzlement or misappropriation of Employer funds; or conviction of a
felony or other criminal offense involving moral turpitude. Notwithstanding the
foregoing, the terms of Sections 2(f), 10, and 11 shall survive the termination
or expiration of this Agreement.
6. Notices. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage paid, addressed as follows:
Employer:
Westbury Alloys, Inc.
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: [ ]
Employee:
Xxxxxxx X. Xxxxx
00 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
7. Entire Agreement. This Agreement contains the entire agreement of the parties
and there are no other promises or conditions in any other agreement whether
oral or written. This Agreement supersedes any prior written or oral agreements
between the parties.
8. Amendment. This Agreement be modified or amended, if the amendment is made in
writing and is signed by both parties.
9. Severability. If any provisions of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid or enforceable, then such provision shall be deemed to be written,
construed and enforced as so limited.
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10. Confidentiality. Employee acknowledges a duty of confidentiality owed to
Employer and shall not, at any time during or after the term of the Agreement
use, divulge, or duplicate any information which is disclosed to the Employee
under this Agreement, and which relates to Employer ("Confidential
Information"). Employee acknowledges that all such Confidential Information is a
valuable and unique asset of Employer and Employee shall have no rights thereto.
The terms of this Section 10 shall survive the expiration or termination of this
Agreement.
11. Applicable Law; Forum Selection. This Agreement shall be governed by and
construed in accordance with the laws of the State of Rhode Island. In the event
of any dispute with respect to any provision of the Agreement or the application
of any such provision to any person or agreement, the parties hereby agree that
the courts, state and federal, located in Providence, Rhode Island shall have
jurisdiction to resolve the dispute, and that both parties shall resort to such
courts for resolution of the dispute. The terms of this Section 11 shall survive
the expiration or termination of this Agreement.
12. Binding Agreement. This Agreement shall bind and inure to the benefit of the
parties and their respective legal representatives, successors and assigns,
except that Employee may not delegate any of his obligations under this
Agreement or assign this Agreement.
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IN WITNESS WHEREOF, the parties hereto executed this Agreement as of the day and
year first written above.
EMPLOYER:
WESTBURY ALLOYS, INC.
By:
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EMPLOYEE:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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