Exhibit 10.9
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made this 7th day of March, 2000, by
and between JR Solutions, Inc., a Delaware Corporation ("JR"), as the sole
stockholder of Preferred Travel and Tours, Inc., a Florida corporation (the
"Company") and Xxxxxxx Xxxxxxx ("Employee").
RECITALS
Employee and JR would like to structure a mutually beneficial business
relationship whereby Employee will provide certain services to the Company as
enumerated in this Agreement in exchange for compensation similarly enumerated.
Employee and the Company desire to clarify the nature of their business
relationship and obligations to the other.
THEREFORE, in consideration of the mutual promises made herein, the Parties
hereby agree as follows:
AGREEMENT
1. Term. This agreement shall be effective as of the date hereof and shall
extend until February __, 2001, with one year extensions to be mutually agreed
upon, unless terminated according to Section 6 below (the "Term").
2. Scope of Employment Services. Employee shall provide the Company with two
types of Employment services, Transactional Employment and Operational
Employment, as defined below and together referred to as Employment Services.
3. Transactional Employment. Transactional Employment shall involve the written
designation ("Designation") of the Board of Directors of JR (the "Board")
detailing a specific transaction and the Employee's authority with respect to
that transaction. Transactional Employment shall be defined as follows: a
Designation for a specific transaction setting forth (1) the parties involved in
the transaction; (2) the type of transaction; (3) the scope of the Employee's
authority to negotiate on behalf of JR or the Company, if any; (4) an
enumeration of the fees Employee would be paid upon consummation of the
transaction; (5) a definition of consummation of the transaction; (6) Employee's
specific responsibilities to prepare written materials, make presentations,
contact individuals and perform other tasks related to the transaction; and (7)
the deadline for consummation of the transaction. Any Employment which does not
comply with the above definition, including the Designation in its required
written form, will not be considered Transactional Employment and Employee will
not be entitled to Transactional Employment Fees, as defined below. ANY
EMPLOYMENT PERFORMED BY EMPLOYEE WHICH DOES NOT MEET ALL OF THE DEFINITIONS AND
CONDITIONS OF TRANSACTIONAL EMPLOYMENT WILL BE CONSIDERED OPERATIONAL
EMPLOYMENT.
4. Operational Employment. Operational Employment shall be defined as all
Employment services provided to the Company, or any related, affiliated or
subsidiary entity of the Company by Employee. Employee understands and
acknowledges that he has no authority to negotiate on behalf of, bind, commit,
or speak on behalf of the Company except as specifically authorized by the
Board. Employee agrees to competently, adequately and fully perform any
Operational Employment requested by the Board in a prompt and thorough manner.
Operational Employment shall include, but not be limited to, specifically
authorized public relations and all travel activities and related business on
behalf of the Company, relations with travel groups, agencies, individuals, and
city, state and national governments, and advice and guidance on request
regarding administrative, operational, personnel issues.
5. Compensation. Employee shall be compensated in an amount of $5000.00 per
month, payable monthly, and due and payable on the last day of each month
("Monthly Payment") during the Term of this Agreement with an increase to $7,500
per month in 60 days. In the event that Employee serves in the operational
capacity, the Monthly Payment shall represent the sole and exclusive
compensation owed to the Employee for Operational Employment or any other
Employment services provided by Employee, provided however, that Transactional
Employment which meets all of the requirements attendant thereto as identified
in this Agreement, shall be compensated additionally as provided below
("Transactional Employment Fees"). Transactional Employment shall be compensated
by a payment of 1/2 of 1% of the value of the relevant transaction in cash and
1/2 of 1% of the value of the transaction in restricted common stock, at the
then current market price, of xxxxxxxxxxxx.xxx, inc., fka Revenge Marine, Inc.,
of which JR is a wholly owned subsidiary, payable at the time of consummation of
the transaction pursuant to the conditions in the Designation for the
transaction. In addition, the Company shall continue the health insurance
coverage presently provided to Employee.
6. Termination. This Agreement may be terminated by the Employee at any time
upon written notice. Termination by the Employee releases each of the Parties
from their obligations under this Agreement with the exception of Sections 7, 8
and 9, which shall survive the termination of this Agreement. This Agreement may
be terminated by the Company at any time upon written notice For Cause, as
defined below. In the event of a termination For Cause, each of the Parties is
released from their obligations under this Agreement with the exception of
Sections 7, 8, and 9.
A. This Agreement may be terminated by the Company other than For Cause
with 30 days written notice to Employee, at which point each of the
Parties is released from their obligations under this Agreement with
the exception of Sections 7, 8 and 9, provided however, that a
termination other than For Cause by the Company shall result in the
full vesting of Employee's Options, as defined below, and that
termination other than For Cause shall not terminate any obligations to
Employee for Transactional Employment Fees pursuant to a valid
Designation or Designations. In addition, if this Agreement is
terminated other than for Cause within 12 months of the date hereof
(the "First Anniversary"), Employee shall receive in a lump sum within
30 days of termination the equivalent of Monthly Payments for the
number of months remaining between the date of termination and the
First Anniversary.
B. Employee is a party to an option agreement ("Option Agreement") for
500,000 shares of common stock of etravelserve. Com, inc. at an
exercise price of $0.30 per share ("Employee's Options"). During the
Term of this Agreement, Employee's Options shall continue to vest in
accordance with the Option Agreement. Except in the case of a
termination other than For Cause, termination of this Agreement shall
result in a cancellation of the unvested portion of Employee's Options,
in accordance with the Option Agreement. The term For Cause is defined
as Employee's willful or negligent failure to carry out any material
Operational or Transactional Employment duties pursuant to this
Agreement, in the reasonable judgment of the Company, or the conviction
of Employee for any felony, or upon any material misrepresentation of
Employee or upon any violation by Employee of any material term of this
Agreement. The death or disability of Employee shall be considered as a
termination other than For Cause.
7. Confidentiality. Employee agrees not to divulge, disclose, reproduce or store
any information provided to him by the Company or obtained either during his
previous employment with the Company or during the term of this Agreement and
for a period of three years thereafter, to any third party, except as authorized
by the Company. Employee acknowledges that violations of this Section 9 are (i)
grounds for termination For Cause; (ii) grounds to rescind any outstanding
obligations of the Company to pay compensation in connection with any
Transactional Employment.
8. Expenses as an Employee. Employee understands and agrees that, as a matter of
general policy, the Company does not reimburse for meals and entertainment
expenses. Employee specifically agrees that no reimbursement will be paid for
any automobile rental expenses (except in connection with authorized travel),
telephone expenses, dry cleaning expenses, office expenses or other personal
expenses. Employee may spend no more than $1,000 in each one-month period on
expenses related to the performance of his duties under this Contract, including
meals and entertainment incurred in furtherance of Operational or Transactional
Employment Activities. Reimbursement for such expenses is subject to the sole
reasonable judgment of the Company as to their legitimacy and business purpose.
Employee shall not be reimbursed for meals or entertainment incurred with any
employees of the Company. Any expenses advanced by Employee in excess of $1,000
per month must be specifically approved in writing by the Company. Any travel
expenses, including air and hotel accommodation, must be approved by the Company
in advance and in writing, which may be by fax or email. Air travel by Employee
may be by First Class or Business Class, provided that Employee utilizes comps
and discounts to the extent possible. Expenses reimbursable under this paragraph
will be reimbursed by the Company within 30 days of the submission of an expense
report with appropriate receipts.
10. Severability. In the event that any provision hereof becomes or is declared
by a court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision.
11. Successors and Assigns. This Agreement shall inure to the benefit of, and be
binding upon, the Successors, assigns, heirs, executors and administrators of
the Parties hereto.
12. Entire Agreement. This Agreement represents the entire agreement and
understanding between the Parties concerning the Employment Services, previous
employment of Employee and any transactions ever entered into between the
Parties and supersedes and replaces any and all prior agreements and
understandings concerning the same.
13. No Oral Modification. This Agreement may only be amended in writing signed
by the Parties.
14. Governing Law. This Agreement shall be governed by the laws of the State of
Florida.
15. Effective Date. This Agreement is effective immediately upon execution by
both Parties.
16. Counterparts. This Agreement may be executed in counterparts, and each
counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.
17. Voluntary Execution of Agreement. This Agreement is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties
hereto, with the full intent of releasing all claims. The Parties acknowledge
that:
A. They have read this Agreement;
B. They have been represented in the preparation, negotiations and
execution of this Agreement by legal counsel of their own choice or
that they have voluntarily declined to seek such counsel;
C. They understand the terms and consequences of this Agreement and of
the releases it contains;
D. They are fully aware of the legal and binding effect of this
Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date hereof.
EMPLOYEE
X/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
XX SOLUTIONS, Inc.
a Delaware Corporation
X /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, President
