EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS AGREEMENT (this "Agreement"), is entered into as of July 21, 2003 by
and between RENEGADE VENTURE (NEV.) CORPORATION, a Nevada corporation (the
"Company"), and XXXX X. XXXXXX ("Executive").
RECITALS
A. The Company desires to establish its right to the services of Executive,
in the capacity described below, on the terms and conditions set forth herein,
and Executive desires to accept such employment on such terms and conditions.
B. The Company desires to ensure, insofar as possible, that it will
continue to have the benefit of Executive's services over the Term hereof and to
protect its confidential information and goodwill.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to employ Executive as Chief
Executive Officer of the Company to perform the duties described herein, and
Executive hereby accepts such employment on the terms and conditions stated
herein.
2. Term. Subject to provisions for termination set forth herein, the term
of Executive's employment hereunder shall be a rolling three-year term. The term
shall commence on the date hereof and shall continue for a period of three
years, and, upon each one-year anniversary of the date hereof, the term shall be
automatically extended for an additional three-year period unless, not later
than 60 days prior to any applicable automatic renewal date, either the Company
or Executive provides written notice that it does not intend to renew this
Agreement.
3. Duties of Executive. Executive shall be the Chief Executive Officer of
the Company and shall perform such duties and responsibilities for the Company
as may be assigned to him by the board of directors of the Company and which are
not unreasonably inconsistent with the duties of Chief Executive Officer, as
described from time to time in the Company's bylaws.
4. Base Salary. Throughout the term of Executive's employment hereunder,
the Company shall pay Executive, for services to be rendered by him hereunder, a
base salary at an annual rate not less than $250,000, less all applicable
federal and state income tax withholding, FICA taxes and other payroll taxes
("Base Salary"). The Base Salary shall be reviewed by the board of directors of
the Company on a yearly basis to ascertain if any upward adjustment in the
annual rate is in order, and if any increase is made, the new annual rate shall
become the Base Salary under this Section 4.
5. Bonus. Executive shall be eligible for an annual discretionary bonus as
may determined by the Company's board of directors.
6. Incentive Compensation.
(a) In addition to the Base Salary, the Company shall issue to
Executive, on the date hereof, 2,500,000 shares of the Company's common stock
("Incentive Shares"), subject to the limitations and restrictions contained in
this Section 6. Executive hereby agrees to subject, and does hereby subject, the
Incentive Shares to the provisions set forth in this Section 6, and agrees that
all of the Incentive Shares shall initially be Restricted Shares (as hereinafter
defined). The Incentive Shares as of any date, less any of the same which, as of
such date shall have become unrestricted with respect to Executive as provided
in this Section 6, are hereinafter referred to as of such date as "Restricted
Shares," and any Incentive Shares which, as of any date, shall have become
unrestricted with respect to Executive as provided in this Section 6, are
hereinafter collectively referred to as of such date as "Unrestricted Shares."
(b) Executive shall not sell, assign, transfer, pledge, convey or
otherwise dispose of any Restricted Shares, or subject the same to any lien,
encumbrance, mortgage or other security interest of any kind whatsoever, prior
to the date on which such Restricted Shares become Unrestricted Shares as
provided in this Section 6.
(c) The Restricted Shares shall be subject to repurchase by the
Company at a price equal to $0.08 per share at any time and from time to time in
the event Executive's employment by the Company is terminated for Cause as
provided in Section 13(c) below.
(d) The restrictions on transferability of, and the Company's right to
repurchase, the Restricted Shares (collectively, the "Restrictions") shall lapse
with respect to 800,000 shares on July 1, 2004; 800,000 shares on July 1, 2005;
and 900,000 shares on July 1, 2006, unless such restrictions shall sooner lapse
under the terms of this Agreement. The following table sets forth the number of
Restricted Shares and Unrestricted Shares, respectively, as of the date of this
Agreement and each of the aforementioned dates:
Date Restricted Shares Unrestricted Shares
---- ----------------- -------------------
Agreement
Date 2,500,000 0
July 1, 2004 1,700,000 800,000
July 1, 2005 900,000 1,600,000
July 1, 2006 0 2,500,000
(e) In the event of a Change in Control (as hereinafter defined), the
Restrictions shall lapse and the Restricted Shares shall immediately become
Unrestricted Shares. For purposes of the foregoing, a "Change in Control" means
any of the following events:
(i) any person or entity acquires, purchases or otherwise
becomes a beneficial owner, directly or indirectly, of more
than 50% of the (A) outstanding shares of common stock of
the Company, or (B) combined voting power of the Company's
then outstanding securities;
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(ii) the sale or other disposition of all or substantially all of
the Company's assets in a single transaction or series of
related transactions (or any other transaction having a
similar effect);
(iii) the Company is party to a merger, consolidation or other
business combination that results in the holders of voting
securities of the Company immediately prior thereto failing
to continue to represent (whether by remaining outstanding
or by conversion into voting securities of the surviving
entity) at least 50% of the combined voting power of the
voting securities of the Company or the surviving entity
immediately after such merger or consolidation; or
(iv) the dissolution or liquidation of the Company.
(f) Executive understands that the Incentive Shares granted hereby are
restricted securities within the meaning of Rule 144, promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), and that any future
sales of such Incentive Shares will be regulated by the Securities Act.
Specifically, Executive understands that because the Incentive Shares have not
been registered under the Securities Act, Executive will continue to bear the
economic risk of the investment for an indefinite period of time and cannot sell
such Incentive Shares unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. Executive
represents that the Incentive Shares granted hereby are being acquired for
Executive's own account for investment and not with a view to, or for resale in
connection with, any distribution of such Incentive Shares.
(g) Executive agrees to the placement of appropriate legends
reflecting the foregoing restrictions on the certificate representing such
Incentive Shares, and further understands that the transfer of any of the
Incentive Shares will be permitted only if the request for transfer is
accompanied by evidence satisfactory to the Company that such transfer will not
result in a violation of any applicable federal or state law, rule or
regulation.
(h) Subject to the provisions of this Section 6, Executive will have
all rights of a shareholder with respect to all Incentive Shares held by him,
including, without limitation, the right to vote such Incentive Shares and the
right to receive any dividends paid thereon.
7. Working Facilities and Fringe Benefits.
(a) Executive shall be furnished with office space, secretarial
assistance and such other facilities and services as are appropriate to his
position and adequate for the performance of his duties.
(b) Executive shall be entitled to all fringe benefits and perquisites
made available to the officers and key employees of the Company, as determined
by the Company from time to time in its sole discretion. Without limiting the
generality of the foregoing, Executive shall be entitled to:
(i) six (6) weeks of paid vacation per year;
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(ii) participation in the Company's medical, dental, vision,
disability, life insurance, pension, retirement and all
other benefit plans made available to other employees of the
Company; and
(iii) participation in any stock option plan, stock purchase plan
or any similar incentive plan based all or in part on the
Company's equity securities.
The Company shall not discriminate against Executive with respect to any
vacation or holiday plan, medical, hospital, life and disability insurance
programs, retirement and 401(k) programs and other similar welfare benefit and
remuneration programs from time to time made available to the officers and key
employees of the Company.
8. Key Man Life Insurance. Executive agrees to submit to physical
examinations and to take all other reasonable actions necessary to enable the
Company to obtain key man life insurance policies on his life. Executive
acknowledges and agrees that the Company shall be designated as the beneficiary
of all such policies and that Executive's heirs, estate and other beneficiaries
shall have no rights in or to such policies or the proceeds thereof.
9. Expenses. The Company shall pay or reimburse Executive for all
reasonable expenses actually incurred or paid by him in the performance of
services rendered by him pursuant to this Agreement. Executive shall provide the
Company with the information and evidence required by taxing authorities to
substantiate such expenses as income tax deductions. The Company shall also pay
or reimburse Executive for all relocation and moving expenses if the Executive
is required by the Company to relocate the Executive's residence.
10. Other Activities During Employment.
(a) During the term of his employment, Executive shall devote substantially
all of his business time, attention and energy, and his best efforts to the
interests and business of the Company and to the performance of his duties and
responsibilities on behalf of the Company.
(b) During the term of Executive's employment by the Company except on
behalf of the Company, Executive will not directly or indirectly, whether as an
officer, director, stockholder, partner, proprietor, associate, representative,
consultant or in any capacity whatsoever engage in, become financially
interested in, be employed by or have any business connection with any other
person, corporation, firm, partnership or other entity whatsoever which are
known by Executive to directly compete with the Company, throughout the United
States of America, in any line of business engaged in (or planned to be engaged
in) by the Company on the date hereof; provided, however, that anything above to
the contrary notwithstanding, Executive may own, as a passive investor,
securities of any publicly traded competitor corporation, so long as Executive's
direct and indirect holdings in any one such corporation shall in the aggregate
constitute less than 5% of the voting stock of such corporation.
11. Nondisclosure of Confidential Information. Executive agrees that,
except in connection with his employment by the Company, he will not during or
after the term of his employment hereunder in any way utilize any Confidential
Information (as hereinafter defined) of the Company and he will not copy,
reproduce, or take with him the original or any copies of such confidential
information and will not disclose any such confidential information to anyone.
"Confidential Information" means any and all information which (a) relates to
the Company's past, present and future research, development, business plans and
activities, products, services, clients, employees, financial information and
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technical knowledge, and (b) should reasonably have been understood by Executive
because of legends or other markings, the circumstances of disclosure, or the
nature of the information itself, to be confidential or proprietary to the
Company.
12. Post-Employment Activities.
(a) Executive agrees that for a period of two (2) years following the
termination of his employment under this Agreement either: (i) by the Company
with Cause; or (ii) by Executive (other than pursuant to Section 13(e) below),
Executive will not directly or indirectly engage in (whether as an employee,
consultant, proprietor, shareholder, partner, director, or otherwise), or have
any ownership interest in, or participate in the financing, operation,
management or control of any person, firm, corporation or business that engages
in the commercial aircraft maintenance business anywhere within the state of
Arizona, absent the Company's prior written approval upon instructions of its
Board of Directors provided, however, that anything above to the contrary
notwithstanding, Executive may own, as a passive investor, securities of any
publicly traded competitor corporation, so long as Executive's direct and
indirect holdings in any one such corporation shall in the aggregate constitute
less than 5% of the voting stock of such corporation.
(b) Executive agrees that for a period of two (2) years following the
termination of his employment under this Agreement either: (i) by the Company
with Cause; or (ii) by Executive (other than pursuant to Section 13(e) below),
Executive shall not, either for himself or on behalf of any other person or
entity, entice, induce or encourage any employee, consultant or contractor of
the Company or any of its affiliates to terminate his or her employment, or to
terminate his, her or its services with the Company or its affiliates, or to
accept employment with another person or entity.
(c) Executive agrees and acknowledges that the time limitation on the
restriction in this Section 12, combined with the geographic scope, is
reasonable. Executive also acknowledges and agrees that this Section 12 is
reasonably necessary for the protection of the Company's confidential
information, and that through his employment with the Company, executive shall
receive adequate consideration for any loss of opportunity associated with the
provision herein, and these provisions provide a reasonable way of protecting
the Company's business value which will be imparted to Executive. If any
restriction set forth in this Section 12 is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time, or over too great a range of activities, or in too broad a geographic
area, it shall be interpreted to extend only over the maximum period of time,
range of activities or geographic area as to which it may be enforceable.
(d) Executive acknowledges and agrees that his breach of any of the
provisions of Sections 10, 11 and 12 of this Agreement would result in great,
irreparable and continuing harm and damage to the Company for which there would
be no adequate remedy at law. Accordingly, Employee agrees that, in the event of
such a breach, the Company shall be entitled, in its sole discretion, to seek
from any court of competent jurisdiction, preliminary and permanent injunctive
relief to enforce those sections of this Agreement, in addition to any and all
other remedies that may be available to it at law or equity.
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13. Termination.
(a) The Company may terminate the Executive's employment if, in the
reasonable judgment of the board of directors of the Company, Executive becomes
unable to satisfactorily perform his duties and responsibilities for a period of
180 days hereunder during the term of his employment because of mental or
physical disability. Upon such termination, Executive shall be relieved of all
further obligations hereunder except obligations pursuant to Sections 11 and 12
of this Agreement. In the event of such termination, the Company shall pay to
Executive the Lump Sum Payment (as defined in paragraph (g) below); provided,
however, that the Lump Sum Payment shall be reduced by any amounts payable to
Executive during the term of his employment hereunder pursuant to any disability
benefit or wage continuation plan of the Company. Following payment of the Lump
Sum Payment, Executive shall not be entitled to any further salary, bonus or
other compensation of any kind from the Company.
(b) In the event of the death of Executive during the term of this
Agreement, the Company shall pay to Executive's beneficiaries or estate the Lump
Sum Payment. The Lump Sump Payment to be made under this paragraph (b) shall not
be reduced by reason of any insurance proceeds payable directly to Executive's
beneficiaries or estate pursuant to insurance carried or provided by the
Company, and shall be made to such beneficiaries as Executive may designate for
that purpose in a written notice given to the secretary of the Company prior to
his death, or if Executive has not so designated, then to the personal
representative of his estate. Following payment of the Lump Sum Payment,
Executive's beneficiaries or estate shall not be entitled to any further salary,
bonus or other compensation of any kind from the Company.
(c) The Company may terminate Executive's employment at any time for
Cause, where "Cause" means: (i) conviction of, or plea of nolo contendere to,
any felony; or (ii) theft, embezzlement or any other misappropriation of any
funds or other assets of the Company. In the event the Company terminates this
Agreement for Cause, Executive shall be entitled to receive only his Base Salary
earned but unpaid through the date of termination and any Unrestricted Shares
held by Executive, and Executive shall not be entitled to any further salary,
bonus or other compensation of any kind from the Company.
(d) The Company may terminate Executive's employment other than pursuant
to paragraphs (a), (b) or (c) above upon 30 days written notice. In the event
the Company elects not to renew this Agreement by giving notice as provided
under Section 2 above, at the election of Executive, this Agreement shall be
deemed terminated under this paragraph (d) for all purposes hereof, including
specifically paragraph (g) below.
(e) Executive may terminate his employment as a result of a material
breach of this Agreement by the Company only if Executive provides the Company
with 60 days' written notice specifically identifying such breach and such
breach is not cured within such 60-day period. In the event Executive's
employment is terminated pursuant to this paragraph (e), Executive shall be
entitled to receive the Lump Sum Payment. If Executive terminates his employment
for any reason other than a material breach of this Agreement by the Company,
Executive shall be entitled to receive only his Base Salary earned but unpaid
through the date of termination, and Executive shall not be entitled to any
further salary, bonus or other compensation of any kind from the Company.
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(f) Following termination of Executive's employment pursuant to paragraphs
(a) or (c), Executive's obligations under Sections 11 and 12 of this Agreement
shall remain in full force and effect. In the event of termination as a result
Executive's death, such obligations shall not be construed to limit his
surviving spouse, beneficiaries or estate.
(g) In the event of termination pursuant to paragraphs (a), (b), (d) or
(e) of this Section 13: (i) the Company shall pay to Executive, in a lump sum
and within 60 days of such termination, an amount equal to the greater of (A)
the amounts due under the remaining term of this Agreement, or (B) the sum of:
(I) Executive's annual Base Salary; and (II) the bonus paid to Executive by the
Company for the last full fiscal year during the term of this Agreement, or the
initial annual bonus which would have been payable for the fiscal year in which
this Agreement commenced, as the case may be (the "Lump Sum Payment") and (ii)
all remaining Restricted Shares shall automatically become Unrestricted Shares.
14. Assignment. This Agreement is binding upon and shall be for the
benefit of the successors and assigns of the Company, including any corporation
or any other form of business organization with which the Company may merge or
consolidate, or to which it may transfer substantially all of its assets.
Executive shall not assign his interest in this Agreement or any part thereof.
15. Consent of the Company. Any act, request, approval, consent or opinion
of the Company under this Agreement must be in writing and may be authorized,
given or expressed only by resolution of the board of directors of the Company,
or by such other person as the board of directors of the Company may designate.
16. Notices. Any notice required hereunder to be given shall be in writing
and if:
(a) by the Company to Executive shall be directed to him at his
address set forth below, or to such other address as he shall have
furnished in writing to the Company; or
(b) by Executive to the Company shall be directed to Renegade Venture
Corporation, 0000 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000, Attn:
Secretary, or to such designee or other address as the board of directors
shall name and have furnished in writing to Executive.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Arizona applicable to contracts made
and to be performed therein.
18. Waiver. If either party should waive any breach of any provisions of
this Agreement, he or it shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provision of this
Agreement.
19. Complete Agreement; Amendments. The foregoing is the entire agreement
of the parties with respect to the subject matter hereof and thereof and may not
be amended, supplemented, canceled or discharged except by written instrument
executed by both parties hereto.
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20. Non-Exclusivity of Rights. Nothing in this Agreement shall limit or
otherwise affect such rights as Executive or the Company may have under any
other agreements or arrangement between Executive and the Company or any of its
affiliates.
21. Enforcement Expenses and Arbitration. To ensure rapid, economical
resolution of any and all disputes that may arise in connection with the
Agreement, Executive and Company agree that with the exception of claims under
Sections 10(b), 11 or 12 of this Agreement, any and all disputes, claims, causes
of action, in law or equity, arising from or relating to this Agreement or its
enforcement, performance, breach, or interpretation will be resolved by final,
binding, and confidential arbitration to be held in Tucson, Arizona, and
conducted by the American Arbitration Association under its the-existing rules
and procedures for employment disputes. Nothing in this paragraph is intended to
prevent either Executive or the Company from obtaining injunctive relief in
court to prevent irreparable harm pending the conclusion of any such
arbitration.
22. Effective Date. The terms of this Agreement shall be effective on the
21st calendar day following the distribution of the information statement (as
required under Rule 14c-2 as promulgated under the Securities Exchange Act of
1934) giving notice to all shareholders of approval of this Agreement by a
majority of the disinterested shareholders of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
COMPANY:
RENEGADE VENTURE (NEV.) CORPORATION,
a Nevada corporation
By: /s/ Xxx Xxxxxx
-------------------------------
Xxx Xxxxxx,
Chief Executive Officer
EXECUTIVE:
/s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx
Address: __________________________
__________________________
