AVIATION UPGRADE TECHNOLOGIES
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement') is made and effective this May
31st 2000, by and between AVIATION UPGRADE TECHNOLOGIES ("Company") and Torbjom
"Mini" Lundqvist ("Executive").
NOW, THEREFORE, the parties hereto agree as follows:
I. Employment.
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Company hereby agrees to initially employ Executive as its CEO hereby accepts
such employment in accordance with the terms of this Agreement and the terms of
employment applicable to regular employees of Company. In the event of any
conflict or ambiguity between the terms of this Agreement and terms of
employment applicable to regular employees, the terms of this Agreement shall
control. Election or appointment of Executive to another office or position,
regardless of whether such office or position is inferior to Executive's initial
office or position, shall not be a breach of this Agreement.
2. Duties of Executive.
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The duties of Executive shall include the performance of all of the duties
typical of the office held by Executive as described in the bylaws of the
Company and such other duties and projects as may be assigned by a superior
officer of the Company, if any, or the board of directors of the Company.
Executive shall devote his entire productive time, ability and attention to the
business of the Company and shall perform all duties in a professional, ethical
and businesslike manner. Executive will not, during the term of this Agreement,
directly or indirectly engage in any ether competing business, either as an
employee, employer, consultant, principal, officer, director, advisor, or in any
other capacity, either with or without compensation, without the prior written
consent of Company. In addition to the duties described herein, Executive is
also authorized and directed to do the following: Act in other positions within
the Company until such positions have been filled.
3. Compensation.
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Executive will be paid compensation during this Agreement as follows: A. A base
salary of $140,000 per year, payable in installments according to the Company's
regular payroll schedule. The base salary shall be adjusted at the end of each
year of employment at the discretion of the board of directors.
B. An incentive salary equal to 3% of the adjusted net profits (hereinafter
defined) of the Company beginning with the Company's year end 2001 and each
fiscal year thereafter during the term of this Agreement. "Adjusted net profit"
shall be the net profit of the Company before federal and state income taxes,
determined in accordance with generally accepted accounting practices by the
Company's independent accounting firm and adjusted to exclude: (i) any incentive
salary payments
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paid pursuant to this Agreement; (ii) any contributions to pension and/or profit
sharing plans; (iii) any extraordinary gains or losses (including. but not
limited to, gains or losses on disposition of assets); (iv) any refund or
deficiency of federal and state income taxes paid in a prior year; and (v) any
provision for federal or state income taxes made in prior years which is
subsequently determined to be unnecessary. The determination of the adjusted net
profits made by the independent accounting firm employed by the Company shall be
final and binding upon Executive and Company. The incentive salary payment shall
be made within thirty (30) days after the Company's independent accounting firm
has concluded its audit If' the final audit is not prepared within ninety (90)
days after the cud of the fiscal year, then Company shall make a preliminary
payment equal to fifty percent (5O%) of the amount due based upon the adjusted
net profits preliminarily determined by the independent accounting firm, subject
to payment of the balance, if any, promptly following completion of the audit by
the Company's independent accounting firm. The maximum incentive salary payable
for any one year shall not exceed 4O0% of the then applicable base salary of
Executive.
4. Benefits.
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A. Holidays. Executive will be entitled to at least 10 paid holidays each
calendar year and 5 personal days. Company will notify Executive on or about the
beginning of each calendar year with respect to the holiday schedule for the
coming year Personal holidays, if any, will be scheduled in advance subject to
requirments of Company. Such holidays must be taken during the calendar year and
cannot be carried forward into the next year. Executive is not entitled to any
personal holidays during the first six months of employment.
B. Vacation. Following the first six months of employment, Executive shall be
entitled to 25 (twenty five) paid vacation days each year.
C. Sick Leave. Executive shall be entitled to sick leave and emergency leave
according to the regular policies and procedures of Company. Additional sick
leave or emergency leave over and above paid leave provided by the Company, if
any, shall be unpaid and shall be granted at the discretion of the board of
directors.
D. Medical and Group Life Insurance. Company agrees to include Executive in the
group medical and hospital plan of Company and provide group life insurance for
Executive at no charge to Executive in the amount of 10,000,000 (ten million)
during this Advancement Executive shall be responsible for payment of any
federal or state income tax imposed upon these benefits.
E. Pension and Profit Sharing Plans. Executive shall be entitled to participate
in any pension or profit sharing plan or other type of plan adopted by Company
for the benefit of its officers and/or regular employees.
F. Expense Reimbursement. Executive shall be entitled to reimbursement for all
reasonable expenses, including travel and entertainment, Incurred by Executive
in the performance of Executive's duties. Executive will maintain records and
written receipts as required by the Company policy and reasonably requested by
the board of directors to substantiate such expenses.
5. Terms and Termination
A. The Initial Term of this Agreement shall commence on June 1st 2000 and it
shall continue in effect for a period of two years. Thereafter, the Agreement
shall be renewed upon the mutual agreement of Executive and Company. This
Agreement and Executive's employment may be terminated at
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Company's discretion during the Initial Term, provided that Company shall pay to
Executive an amount equal to payment at Executive's base salary rate for the
remaining period of Initial Term, plus an amount equal to Fifty percent (50%) of
Executives base salary. In the event of such termination. Executive shall not be
entitled to any incentive salary payment Or any other compensation then in
effect, prorated or otherwise~
B. This Agreement and Executive's employment may be terminated by Company at its
discretion at any time after the Initial Term, provided that in such case,
Executive shall be paid Twenty-five percent (25%) of Executive's then applicable
base salary. In the event of such a discretionary termination, Executive shall
not be entitled to receive any incentive salary payment or any other
compensation then in effect, prorated or otherwise.
C. This Agreement may be terminated by Executive at Executive's discretion by
providing at least thirty (30) days prior written notice to Company. In the
event of termination by Executive pursuant to this subsection, Company may
immediately relieve Executive of all duties and immediately terminate this
Agreement. provided that Company shall pay Executive at the then applicable base
salary rate to the termination date included in Executive's original termination
notice.
D. In the event that Executive is in breach of any material obligation owed
Company in this Agreement, habitually neglects the duties to be performed under
this Agreement, engages in any conduct which is dishonest, damages the
reputation or standing of the Company, or is convicted of any criminal act or
engages in any act of moral turpitude, then Company may terminate this Agreement
upon five (5) days notice to Executive. In event of termination of the agreement
pursuant to this subsection, Executive shall be paid only at the then applicable
base salary rate up to and including the date of termination. Executive shall
not be paid any incentive salary payments or other compensation, prorated or
otherwise.
E. In the event Company is acquired, or is the non-surviving party in a merger,
or sells all or substantially all of its assets, this Agreement shall not he
terminated and Company agrees to use its best efforts to ensure that the
transferee or surviving company is bound by the provisions of this Agreement
6. Notice.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
If to Company:
Aviation Upgrade Technologies
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If to Executive:
Torbjorn "Mini" Lundqvist
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7. Final Agreement.
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This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
8. Governing Law,
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This Agreement shall be construed and enforced in accordance with the laws of
the state of Nevada
9. Headings
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Headings used in this Agreement arc provided for convenience only and shall not
be used to construe meaning or intent.
10. No Assignment
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Neither this Agreement nor any or interest in this Agreement may be assigned by
Executive without the prior express written approval of Company, which may be
withheld by Company at Company's absolute discretion.
11. Severability.
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If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable. then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term bad never been included.
12. Arbitration
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The patties agree that they will use their best efforts to amicably resolve any
dispute arising out of relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator or arbitrators may be entered
in any court having jurisdiction thereof. Any such arbitration shall be
conducted in Las Vegas Nevada, or such other place as may be mutually agreed
upon by the parties Within fifteen (15) days after the commencement of the
arbitration, each party shall select one person to act as arbitrator, and the
two arbitrators so selected shall select a third arbitrator within ten (10) days
of their appointment Each party shall bear its own costs and expenses and an
equal share of the arbitrator's expenses and administrative fees of arbitration.
IN WITNESS WHEREOFOF, the parties hereto have executed this Agreement as of the
date first above written.
Aviation Upgrade Technologies
By: /s/ Xxxx Xxxxxxxx /s/ Torbjorn "Mini" Lundqvist
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Xxxx Xxxxxxxx Torbjorn "Mini" Lundqvist
Vice President
24040 Carnino Del Avion, #A303, Xxxxxxx Xxxxx, XX 00000, XXX
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exh.10.1
