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EXHIBIT 10.04
XXXXX XXXXXX
EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into as of the date signed below (the "Effective
Date"), by and between Xxxxxxx Hills, Ltd., a company organized and existing
under the laws of _____ and having its principal place of business at
___________________, ("BLTD"), and Xxxxxxxx Xxxxxx, whose address is 000 X Xxxxx
Xx., Xxxxxxxx, XX 00000 ("Xxxxxx").
WHEREAS, Xxxxxx desires to be employed by BLTD;
WHEREAS, BLTD desires to employ Xxxxxx;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto agree as follows:
1. EMPLOYMENT.
A. Subject to the terms and conditions set forth herein, Xxxxxx is
hereby employed as Temporary and Part Time Chief Executive Officer ("CEO").
Xxxxxx' duties and responsibilities shall be limited to assisting the executive
management of BLTD in the organization, and expansion of BLTD. These duties may
be amended from time to time upon agreement by the parties.
B. Subject to the performance by BLTD of its obligations under this
Agreement, and to the terms and conditions set forth herein, Xxxxxx accepts such
engagement and agrees to use his best efforts during his Employment to perform
the services for BLTD as described above. BLTD expressly acknowledges and agrees
that Xxxxxx shall devote up to 150 hours per month to BLTD, that Xxxxxx is
President of Meridian Capital, Inc. and serves as an officer/director of other
business entities. Nothing contained herein shall prevent Xxxxxx from continuing
his participation as set forth above or from seeking and obtaining participation
in other business entities as an investor, director, officer or consultant.
2. EMPLOYMENT PERIOD AND TERMINATION. Xxxxxx' employment shall commence on the
Effective Date hereof and continue for a period not to exceed twenty-four (24)
months, provided, however, either party may terminate this Agreement by
providing written notice to the other party as set forth in this Agreement. The
termination shall be effective sixty (60) days from the date of the written
notice. Xxxxxx shall be entitled to all compensation from BLTD up to and
including the notice period.
3. EMPLOYMENT COMPENSATION.
A. As compensation for the services rendered by Xxxxxx as CEO, BLTD
agrees to pay Xxxxxx a monthly salary of Eight Thousand Five Hundred Dollars
($8,500), due the 1st of each month in advance. Notwithstanding the termination
provisions in this Agreement, BLTD hereby agrees that Xxxxxx shall be entitled
to a minimum of six (6) months compensation as set forth in this Agreement.
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EMPLOYMENT AGREEMENT
X. Xxxxxx shall receive within 45 days of execution of this agreement
125,000 warrants for stock in BLTD at .05 (5 cents) per warrant. These warrants
in BLTD shall be exercisable at any time for a period of 5 years. Additionally,
Meridian Capital, Inc. shall receive 40,000 warrants for stock in BLTD and
Xxxxxx Executive Assistant, Xxxxx Xxxx, shall receive 20,000 warrants for stock
in BLTD, under the same above-noted terms.
C. Upon execution of this Agreement, Xxxxxx shall receive 125,000
warrants at $1.00 per share of BLTD, exercisable at any time over 24 months, if
BLTD is in reporting compliance to the SEC and has met the requirements to be
listed on the American, New York or NASDAQ stock exchange by November 1, 1999.
The warrants need not be issued until November 1, 1999.
D. BLTD agrees to pay all normal travel, entertainment and business
expenses incurred by Xxxxxx associated with work performed for BLTD.
X. Xxxxxx shall receive Officer and Director Liability Insurance.
X. Xxxxxx shall receive other such benefits as offered to all Employees
and Officers of BLTD.
4. GOVERNING LAW. The validity and construction of this Agreement shall be
governed by the laws of the State of Florida, without regard to Florida conflict
of laws principles. Venue for any action shall be in Sarasota County, Florida.
5. NOTICES. All communications under this Agreement shall be in writing and
either delivered personally or sent by certified mail, return receipt requested
or overnight express service that provides a signed receipt for delivery as
follows:
If to Xxxxxx:
Xxxxx Xxxxxx
000 X. Xxxxx Xx.
Xxxxxxxx, Xxxxxxx 00000
If to Xxxxxxx Hills, Ltd.
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Attention:
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Either party may change its address set forth above by giving the other party
notice of such change in accordance with the provisions of this Paragraph 5. A
notice shall be deemed given, if by personal delivery, on the date of such
delivery, or, if by certified mail or overnight express, on the date shown on
the applicable return receipt.
6. ENTIRE AGREEMENT. This Agreement constitutes the full and complete
understanding and agreement of the parties hereto and supersedes all prior and
contemporaneous misunderstandings and agreements, whether written or oral. Any
waiver, modification or
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EMPLOYMENT AGREEMENT
amendment of any provision of this Agreement shall be effective only if in
writing and signed by both parties.
7. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be an original, but all of which together shall be
considered one and the same agreement.
8. SEVERABILITY/NO WAIVER. Should any term of this Agreement be declared void or
unenforceable by any court of competent jurisdiction, such declaration shall
have no effect on the remaining terms hereof. The failure of either party to
enforce any rights granted hereunder or to take action against the other party
in the event of any breach hereunder shall not be deemed a waiver by that party
as to subsequent enforcement of rights or subsequent actions in the event of
future breaches.
9. INDEMNIFICATION. BLTD hereby indemnifies and agrees to hold Xxxxxx harmless
from any action, claim, suit or charge brought against BLTD by any governmental
or quasi-governmental agency, department or branch, any business entity or any
person(s). BLTD agrees to pay or reimburse Xxxxxx for any judgment, damages or
costs, including Xxxxxx' reasonable attorney fees, hereunder.
10. SURVIVAL. The rights and obligations set forth in Sections 3, 4 and 9 shall
survive the completion, expiration, termination or cancellation of this
Agreement.
11. In the event of any litigation brought under this Agreement, the prevailing
party shall be entitled to costs and attorney fees at the trial and appellate
levels.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date and year first written below.
XXXXXXX HILLS, LTD.
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXX XXXXXX
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Name: Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx
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Title: COB Date: 5/19/99
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Date: 6
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