EXHIBIT 10.2
EMPLOYMENT AGREEMENT
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Seirios International, Inc., a Nevada Corporation, ("the Employer") and
Xxxx X. Xxxxxxx ("the Employee"), for and in consideration of the following
promises, terms, provisions, covenants, conditions and statements, enter into
this Employment Agreement ("the Agreement"):
1. Employment
1.01 The Employer agrees to employ the Employee as an Executive Vice-
President of New Business and Employee agrees to work for the Employer as an
Executive Vice-President of New Business. The Employer reserves the right to
change the Employee's title.
1.02 The Employee agrees to use and to devote the Employee's full time and
best efforts to promote the Employer and its business endeavors.
1.03 The Employee shall report to such persons that the President, the
Chief Executive Officer of the Board of Directors of the Employer designates.
1.04 The Employee shall have such duties and responsibilities as the
Employer now or hereafter designates for the Employee.
2. Duration and Termination of the Agreement
2.01 The Employer and the Employee agree that the Initial Term of this
Agreement is three (3) years beginning on June 30, 1999 and ending on June 29,
2002, unless terminated sooner herein under para 2.03, 2.04 or 2.05.
2.02 On or before ninety (90) days before the end of the then current term
of this Agreement, the Employer and the Employee may execute an agreement to
extend the term of this Agreement. Any such agreement to extend the then current
term must be in writing signed by both the Employer and the Employee and must
state the duration of the Extended Term. Any oral agreement to extend the term
of this Agreement shall be null and void and may not be relied upon by
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either the Employer or the Employee. If the Employer and the Employee do not
execute an agreement that strictly conforms to this paragraph on or before
ninety (90) days prior to the end of the then current term, then this Agreement
shall terminate at the end of its then current term.
2.03 The Employer may terminate the Agreement at any time if the Employer
has good cause to do so. Good cause means: (a) after the Employer notifies the
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Employee in writing of a specific problem or problems in the Employee's job
performance, the Employee continues to perform (based upon an objective and
reasonable evaluation of the Employee's performance) as described in the notice
letter from the Employer for a continuous period of ten (10) days of (b) the
Employee is convicted of criminal conduct or (c) the Employee wilfully breaches
a duty assigned to the Employee by the Employer or an obligation under this
Agreement or (d) the Employee wilfully takes any action that is materially
detrimental to the best interests of the Employer (as reasonably determined in
good faith by the Employer).
2.04 The Employer may terminate the Agreement upon the incapacity of the
Employee to perform the Employee's obligations hereunder or the Employee's
assigned duties for a period of any sixty (60) days or more during a single year
period beginning on July 1 of a given year.
2.05 The Agreement shall terminate upon the Employee's death.
2.06 The Agreement may be terminated by mutual written agreement of the
Employer and the Employee.
2.07 In the event of the termination of the Agreement prior to the end of
the term described in para 2.01 - 2.02 or at the end of the term described in
para 2.01 - 2.02, the Employee shall be entitled to receive only:
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(a) the prorata compensation the Employee earned before the termination of
or the end of the Agreement, and
(b) if the termination of the Agreement is for any reason (including for
cause), and for the additional consideration of the Employee's present
sale of his stock in Staff Sourcing Services and of the post-
termination covenants and obligations in Sections 4 and 5, Inc., a
payment equal to six (6) months of the Employee's salary (calculated
based upon the Employee's annualized salary in effect under Schedule A
as of the date of termination) payable in twelve (12) equal bi-monthly
payments on the 1/st/ and 15/th/ of each month for the six (6) months
after the date of the termination of Agreement.
After the termination of this Agreement, to the maximum extent provided by law,
the Employee shall be entitled to no further compensation under this Agreement
except as provided for in this para 20.7 or otherwise in writing signed by the
Employer and the Employee.
3. Compensation
3.01 The Employer and the Employee agree that the Employee's compensation
is that set out in attached and incorporated Exhibit A.
4. Confidential Information and Trade Secrets
4.01 During the course of the Employee's employment with the Employer, the
Employer will make available to the Employee certain confidential information
and trade secrets of the Employer required for the Employee to perform the
Employee's job.
4.02 The Employee, for $3,000 and other good and valuable consideration
(the receipt of which is acknowledged by the Employee), hereby assigns to the
Employer any confidential information or trade secrets that the Employee has
previously acquired outside the employ of the Employer that relate to each job
to be performed by the Employee under this Agreement or hereafter acquires
outside the employ of the Employer that relate to each job to be performed by
the Employee under this Agreement.
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4.03 The Employer and the Employee acknowledge that any confidential
information or trade secret used by the Employee while employed by the Employer
is the exclusive property of the Employer.
4.04 The Employee further agrees that any patents, inventions or other
confidential information and trade secrets developed by the Employee while
employed by the Employer or based upon any work conducted while the Employee was
employed by the Employer shall be the sole property of the Employer. Employee
agrees to execute and deliver all applications and assignments as the Employer
deems necessary and appropriate to vest all patents, inventions and confidential
information and trade secrets developed by the Employee in the Employer.
4.05 The Employee, during the term of this Agreement and thereafter,
further agrees that the Employee will utilize any confidential information or
trade secrets of the Employer only to provide services to existing accounts,
clients and customers of the Employer or to develop new accounts, clients and
customers of the Employer. The Employee further agrees to protect the
confidential information and trade secrets of the Employer at all times.
4.06 As used in any paragraph or section of this Agreement, the phrase
confidential information or trade secrets includes any item or matter that under
the applicable law can be characterized as confidential information or a trade
secret and includes, without limitation, accounts, customers, leads, customer or
account contacts, marketing or business strategies or customer or client
preferences.
5. Covenants, Obligations and/or Duties
to Protect the Employer's Confidential Information or Trade Secrets and to
Protect the Employer's Goodwill and Ongoing Ability to Do Business
5.01 The Employer and the Employee enter into the following non-
disclosure, non-use
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non-dissemination, non-solicitation and non-contact covenants, obligations or
duties.
5.02 The Employee agrees to be bound by the following non-disclosure, non-
use, non-dissemination, non-solicitation and non-contact covenants, obligations
or duties, that these respective covenants, obligations and/or duties apply
during the term of employment and thereafter as hereafter described and that
these respective covenants, obligations and/or duties protect the Employer's
confidential information and trade secrets, enforce the Employee's obligations
regarding the Employer's confidential information and trade secrets and protect
the Employer's goodwill and ongoing ability to do business.
5.03 The Employee stipulates that the Employee's obligations, covenants
and duties hereunder are in addition to those obligations, covenants and duties
which arise otherwise hereunder, at law, in equity, by statute or otherwise.
5.04 The Employee further stipulates that the Employee's following
obligations, covenants and duties apply to, embrace and cover (a) the Employee
acting individually, (b) the Employee acting as a principal, agent, shareholder,
representative, employee or contractor of the Employer or of any other person,
corporation, partnership or entity, and/or (c) any suggested or actual, direct
or indirect act, omission or conduct wholly or partially involving the Employee,
facilitated by the Employee or by, for or through the Employee and involving
another person, corporation, partnership, or entity. The term "the Employee" as
used in para 5.05, 5.06 and 5.07 therefore includes the Employee individually
and in all stated capacities described in this paragraph.
Non-Disclosure, Non-Use and Non-Dissemination Obligation and Duty
5.05 The Employee, during the term of employment and after the termination
of the employment with or without cause:
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agrees not to directly or indirectly disclose to any other person any
confidential information or trade secrets except with the Employer's
written permission, and
agrees not to directly or indirectly use or utilize any confidential
information or trade secrets except with the Employer's written
permission.
5.06 The Employee, during the term of employment and after the termination
of employment with or without cause, agrees that the confidential information
and trade secrets are the Employer's exclusive property and are not to be
removed from the Employer's premises without the Employer's prior written
approval and further agrees that the Employee, without demand and before the
last day of employment, shall return to the Employer any and all confidential
information and trade secrets.
Non-Solicitation and Non-Contact Covenants
5.07 The Employee, during the term of employment and for a term of two (2)
years after the termination of the of the Employee's employment with or without
cause:
Agrees not to contact (for the solicitation of business) any
person, firm, corporation or entity which is a customer,
account or client of the Employer or which was a customer,
account or client of the Employer within the year prior to
termination of employment except with the Employer's written
permission, and
agrees not to solicit any person, firm, corporation or entity
which is a customer, account or client of the Employer or
which was a customer, account or client of the Employer within
the year prior to termination of employment except with the
Employer's written permission, or
agrees not to contact any present or former employee of the
Employer in any attempt to induce or attempt to induce any
present or former employee of the Employer to become an
employee, contractor, officer, partner or participant of any
other person, firm, corporation or entity.
The accounts, customers and clients referenced in para 5.07 and 5.08 cover and
embrace all of the
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Employer's accounts, customers and clients and not just those the Employee may
have been assigned to develop, service or maintain.
6. Remedies
6.01 Subject to Section 8 (Arbitration), the Employer and the Employee
agree that the Employer and the Employee have all available legal and equitable
remedies and rights to enforce this Agreement.
6.02 The Employer and the Employee further agree that the post-termination
terms, provisions, covenants, obligations, duties and conditions described in
Sections 4 or 5 survive the termination of employment regardless of how or why
such termination occurs.
6.03 The Employee agrees that a violation of the terms, provisions,
covenants, obligations, duties and conditions described in Section 4 or 5 will
give rise to the Employer's causes of action against the Employee for, among
other relief, issuance of injunctive relief, issuance of an ex parte or other
temporary restraining order, recovery of damages and recovery of attorney's
fees. The Employee further agrees that it is difficult to calculate the amount
and extent of any damages caused by any such violation and that the potential
existence of any monetary damages is not reasonably adequate or practically
efficient to protect the Employer's confidential information or trade secrets.
The Employee also agrees that any such violation threatens to injure, or
actually does injure, the Employer's property. The Employee agrees that the
Employer shall have the right to apply for and to receive an ex parte or other
temporary restraining order, a temporary or preliminary injunction or a
permanent injunction to enforce the terms, provisions, covenants, obligations,
duties and conditions described in Section 4 and 5.
6.04 The Employee agrees (a) that this Agreement entirely applies to the
full term of
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employment regardless of when it was executed, and (b) that the Employee has
sufficient employment alternatives and sufficient assets such that the Employee
does not have to engage in any conduct prohibited in Sections 4 or 5 during
employment or after the termination of employment in order to earn a living and
such that the obligations and covenants described in Sections 4 and 5 are
reasonable.
6.05 Subject to Section 8 (Arbitration) the Employer and the Employee
agree that if either the Employer or the Employee files, initiates, brings or
starts any suit, proceeding or action wholly or partially involving any claim
wholly or partially arising under the Agreement, seeking to enforce or to
construe the Agreement or relating to the employment relationship between the
Employer and the Employee, then any such suit, proceeding or action must be
brought either in Xxxxxx or Dallas County, Texas, and the prevailing party shall
be entitled to recover reasonable and necessary attorneys' fees and costs.
6.06 The Employer and the Employee also agree that, to the extent
necessary, a Court of competent jurisdiction or an arbitrator may modify the
scope, geographic and time restrictions contained in Sections 4 or 5 and/or
apply them as originally framed or as modified.
7. The Acknowledgments
7.01 Employee acknowledges that the Employee has had the opportunity to
read the Agreement, to ask questions about the Agreement and to consult with any
person, including counsel, about the Agreement.
7.02 The Employer and the Employee further acknowledge that they
understand the terms, provisions, obligations, duties and conditions contained
in the Agreement and they respectively have the power to, and do freely, enter
into the Agreement.
7.03 The Employee stipulates that the Employer is relying upon the
Employee's
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unconditional acceptance of the terms, provisions and covenants of the Agreement
and that the Employee is bound by the non-use, non-disclosure, non-
dissemination, non-solicitation, non-contact and other covenants described in
Sections 4 and 5.
8. Arbitration
8.01 Subject to para 8.02, any controversy or claim arising out of or
relating to this Agreement, to the relationship between the Employer and the
Employee or to the construction of the terms herein shall be resolved by
arbitration in accordance with the rules of the American Arbitration
Association.
8.02 The arbitration award may, as necessary, be filed with and confirmed
by a Court of competent jurisdiction. Nothing in para 8.01 shall prevent the
Employer from utilizing all forms (including, without limitation, either in the
Xxxxxx or Dallas County, Texas district courts or either in the federal district
courts in the Southern or Northern Districts of Texas) to seek emergency relief
by restraining order, injunction or otherwise to enforce any rights hereunder.
9. Other Provisions
9.01 The Employer and the Employee agree:
a. the Agreement is to be construed under the laws of the State of
Texas;
b. all obligations and promises are performable in either Xxxxxx or
Dallas County, Texas;
c. the Agreement is binding upon and inures to the benefit of the
Employer and the Employee's respective heirs, successors, executors,
administrators and legal representatives;
d. if any whole or partial term, provision, obligation, condition, duty,
word, sentence, phrase, or paragraph of the Agreement for any reason
shall be held to be invalid, unenforceable or illegal, then such
invalidity, unenforceability or illegality shall not affect the
remaining terms, provisions, obligations, conditions, duties, words,
phrases or paragraphs and the Agreement shall be construed as if the
invalid, unenforceable or illegal term, provision, obligation,
condition, duty, word, sentence, phrase or paragraph had not been
included.
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e. the Agreement contains the entire agreement between the Employer and
the Employee. Any and all oral statements, representations, promises
and comments are merged into the Agreement and may be relied upon
only to the extent they are contained in the Agreement;
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f. the Agreement may not be modified except in a writing signed by the
Employer and the Employee. If either the Employer or the Employee
believe or assert, at any time, that the Agreement has been orally
modified or modified by conduct, notwithstanding Paragraph 9.01(e),
then any such alleged modification is not enforceable unless the
terms of any such alleged modification are reduced to a writing
signed by the Employer and the Employee within thirty (30) days of
any such alleged modification;
g. any notice or objection required or permitted under the Agreement or
relating to the employment relationship shall be given by certified,
mail, return receipt requested and sent:
To the Employer:
Address: 00000 Xxxxxxx Xxxx
Xxxxx 000, XX0
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, CEO, and
To the Employee:
Name: Xxxx X. Xxxxxxx
Address: _______________________________
_______________________________
These addresses shall remain the respective proper addresses unless
either the Employer or the Employee notify the other party of a
change in address pursuant to this paragraph. Any notice or change in
address shall be given (i.e. deemed delivered and received) when
written notice or change of address is placed in an envelope with
proper postage, with the proper address and with the proper certified
mail, return receipt material and when such envelope is then
deposited in the custody of the United States Postal Service or
successor;
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h. The Employee agrees to execute all other documents as are reasonably
necessary to implement the terms of this Agreement, and
i. The Agreement is effective the date of the last signature, but is
shall cover the entirety of the Employee's employment with the
Employer.
Seirios International, Inc., The The Employee
Employer
/s/ XXXXXX X. XXXXXXXX /s/ XXXX X. XXXXXXX
_________________________________ _________________________
Name: Xxxxxx X. Xxxxxxxx Name:
Position: CEO
Date: Date:
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SCHEDULE A
1. Salary
Per Annum Rate During the Period of Minimum Leased Employees
$ 60,000 00000 - 1,999
$ 80,000 2,000 - 3,999
$100,000 4,000 - 7,799
$140,000 8,000 - 11,999
$180,000 12,000+
The Employer shall pay the Employee on the 1/st/ and 15/th/ of each month.
There, accordingly, shall be two (2) pay day periods each month: the first pay
day period beginning on the 1/st/ of each month and the second pay day period
beginning on the 15/th/ of each month. The Employee shall determine the minimum
number of leased employees as of the last business day respectively before the
1/st/ and 15/th/ of each month. That determination (based solely upon the
Employer's records which shall be conclusive) will determine, based upon the
prior table the pro rated salary for the next pay day period. For example, by
illustration only:
if the Employer determines (solely from its records) on August 31 that the
Employer has a minimum number of leased employees of 2,500, then the
Employer shall pay the Employee on September 1 a sum equal to 1/2 of a
monthly salary based upon an annualized salary of $80,000 and if the
Employer determines on September 14 (solely from its records) that the
Employer has a minimum number of leased employees of 5,000, then the
Employer shall pay the Employee on September 15 a sum equal to 1/2 of a
monthly salary based upon an annualized salary of $100,000.
2. Vacation:
14 work days/year
3. Medical and Other Insurance:
Per the Employer's Coverage in Effect (if any)
4. Bonuses:
At the Employer's Sole Discretion
5. Expenses:
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a. Car Allowance - - $400/month + $.20/mile Billed Monthly with Receipts.
b. Other Expenses - Reimbursed (if at all) Per the Employer's Policies
6. Other:
a. Upon the execution of this Agreement, the Employee has the option to
purchase up to 100,000 shares of common stock of the Employer at a price of
$.20/share; provided, however, (a) that the Employee must fully exercise
this option on or before July 1, 2002, and (b) the Employee may exercise
the option through one or more purchases on or before July 1, 2002, but the
Employee must purchase no less than 20,000 shares of common stock each time
the Employee exercises the option during the option period. The issuance of
these shares shall conform to all applicable Texas and federal laws, if
any, that apply to such a stock option and to any stock buy-sell or similar
agreements. The Employer and the Employee shall execute all documents
necessary to implement this stock option if exercised by the Employee.
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