EMPLOYMENT AGREEMENT
EXHIBIT
10.3
This
employment agreement (“Agreement”) is made as of the 1 day of January, 2005,
between Xxxxxxx Technologies Corporation, organized and existing under the
laws
of Delaware, with its principal office located at Omaha, Xxxxxxx County,
Nebraska (“Employer”), and Xxxxx X. Xxxxxxxxx, whose address is 00000
Xxxxxxxxxx Xx., Xxxxxxx, Xxxxxxxx (“Employee”).
RECITALS
A. Employer
is engaged in the business of producing and distributing locking devices for
use
in the transportation industry and maintains business premises at 4538 So.
140th
Xxxxx,
Xxxxxxxx 00000 (the “business premises”).
B. Employee
is willing to be employed by Employer, and Employer is willing to
employ Employee,
on the terms and conditions set forth below. In consideration of the matters
described above, and of the mutual benefits arid obligations set forth in this
agreement, the parties agree as follows:
1. EMPLOYMENT.
Employer employs Employee at the business premises to serve in the position
of
its Chief Executive Officer and Employee accepts
and agrees to such employment.
2. DUTIES.
Subject to the supervision arid pursuant to the orders, advice, and direction
of
employer, Employee shall perform such duties as are customarily performed by
one
holding such position in other businesses or enterprises of the same or similar
nature as that engaged in by employer. Employee shall additionally render such
other and unrelated services and duties as may be assigned to him from time
to
time by Employer.
3. MANNER
OF
PERFORMANCE. Employee shall at all times faithfully, industriously, and to
the
best of his ability, experience, and talent, perform all duties that may be
required of and from him pursuant to the express and implicit terms of this
agreement, to the reasonable satisfaction of Employer. Such duties shall be
rendered at the business premises and at such other place or places as Employer
shall in good faith require or as the interests, needs, business, and
opportunities of Employer shall require or make advisable.
4. TERM.
The
term of employment shall be three year, commencing on January 1, 2005 and
terminating December 31, 2008, subject,
however, to prior termination as otherwise provided in this agreement. Upon
expiration of the term of this Agreement, or any renewal thereof, this Agreement
will be automatically renewed. for an additional one year term unless on party
gives the other party written notice of its intent to terminate the Agreement
at
least forty five (45) days prior to the end of the term, or any extension
thereof.
5. COMPENSATION.
Employer shall pay Employee and Employee agrees to accept from Employer, in
full
payment for Employee’s services under this agreement, compensation at the rate
of Two Hundred Fifty Thousand and 00 / l00ths Dollars $250,000.00 per annum,
payable monthly in equal installments of Twenty Thousand Eight Hundred Thirty
Three and 33 / l00ths Dollars ($20,833.33), which
shall be payable of the first clay of each month. In addition to the foregoing,
Employer will permit Employee to participate in any health insurance, retirement
plans and other fringe benefit: programs that are provided to Employees of
the
Company generally, and, will reimburse Employee for any and all necessary,
customary, and usual expenses incurred by him while traveling for and on behalf
of Employer pursuant to Employer’s directions.
In
addition to Employee’s regular salary and benefits, Employer will pay a cash
bonus to Employee in the amount of Two Hundred Fifty Thousand and no/ l00ths
Dollars ($250,000.00) within sixty (60) days of a successful private placement
of the Company’s equity securities and listing of the same for trading on a
NASDAQ OTC BB securities exchange. After such listing has been obtained, the
Company will distribute to Employee Warrants for the purchase of the Company’s
listed securities in the event certain sales goals have been obtained, on the
following basis:
|
Annual
Sales
|
Number
of Warrants
|
|
$10,000,000
|
500,000
|
|
$20,000,000
|
500,000
|
|
Listing
on NASDAQ
|
500,000
|
6. LOYALTY.
Employee shall devote all of his time, attention, knowledge, and
skill
solely and exclusively to the business and interests of Employer, and Employer
shall be entitled to all benefits, emoluments, profits, or other issues arising
from or incident to any and all work, services, and advice of Employee. Employee
agrees that during the term of this agreement he will not be interested,
directly or indirectly, in any form, fashion, or manner, as partner, officer,
director, stockholder, advisor, Employee, or in any other form or capacity,
in
any other business similar to Employer’s business or any allied trade, except
that nothing contained in this agreement shall be deemed to prevent or limit
the
right of Employee to invest any of his surplus funds in the capital stock or
other securities of any corporation whose stock or securities are publicly
owned
or are regularly traded on any public exchange, nor shall anything contained
in
this agreement be deemed to prevent Employee from investing or limit Employee’s
right to invest his surplus funds in real estate.
7. NONDISCLOSURE
OF INFORMATION. Employee will not at any time, in any fashion, form, or manner,
either directly or indirectly divulge, disclose, or communicate to any person,
firm, or corporation in any manner whatsoever any information of any kind,
nature, or description concerning any matters affecting or relating to the
business of Employer, including, but not limited to, the names of any its
customers, the prices it obtains or has obtained, or at which it sells or has
sold its products, or any other information concerning the business of Employer,
its manner of operation, or its plans, processes, or other date of any kind,
nature, or description without regard to whether any or all of the foregoing
matters would be deemed confidential, material, or important. The parties
stipulate that, as between them, the foregoing matters are important, material,
and confidential, and gravely affect the effective and successful conduct of
the
business of Employer, and its good will, and that any breach of the terms of
this section is a material breach of this agreement.
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8. TERMINATION
ON PERMANENT DISABILITY OF EMPLOYEE. Notwithstanding anything in this agreement
to the contrary, Employee is an employee
at willl and
employment may be terminated by Employer at any time for any reason. Employer
is
given the option to terminate this agreement if during the term of this
agreement employee shall become permanently disabled, as the term “permanently
disabled” is fixed and defined below in this agreement. Such option shall be
exercised by Employer giving notice to Employee by registered mail, addressed
to
Employee in care of Employer at the above stated address, or at such other
address as Employee shall designate in writing, of its intention to terminate
this agreement on the last day of the month during which such notice is mailed.
On the giving of such notice this agreement and the term, of it shall cease
and
come to an end on the last day of the month in which the notice is mailed,
with
the same force and effect as if such last day of the month were the date
originally set forth as the termination date. For purposes of this agreement,
Employee shall be deemed to have become permanently disabled if, during any
year
of the
term
of this agreement, because of ill health, physical or mental disability, or
for
other causes beyond his control, Employee shall have been continuously unable
or
unwilling or have failed to perform his duties under this agreement for thirty
(30) consecutive days, or if, during any year of the term of this agreement,
Employee shall have been unable or have failed to perform his duties for a
total
period of sixty (60) days, whether consecutive or not. For the purposes of
this
section, the term “any year of the term of this agreement” is defined to mean
any period of 12 calendar months commencing on the first day of January and
terminating on the last day of December of the year during the term of this
agreement. Contrary, this agreement and the payment of this agreement is in
full
force for 3 years and the termination, whether for health or any unforeseen
reason does not forgive the company from paying the employee for a period of
three years.
9. EMPLOYEE’S
COMMITMENTS--WRITTEN CONSENT. Employee shall have the right to make any
contracts or other commitments for or on behalf of Employer without the written
consent of Employer.
10. CONTRACT
TERMS To BE EXCLUSIVE. This written agreement contains the sole and entire
agreement between the parties, and, supersedes any and all other agreements
between them. The parties acknowledge and agree that neither of them has made
any representation with respect to the subject matter of this agreement or
any
representations inducing the execution and delivery of this agreement except
such representations as are specifically set forth in. this agreement, and
each
party acknowledges that he or it has relied on his or its own judgment in
entering into the agreement. The parties further acknowledge that any statements
or representations that may have been made prior to this agreement by either
of
them to the other are void and of no effect and that neither of them has relied
on the same in connection with his or its dealings with the other.
11. WAIVER
OR
MODIFICATION. No waiver or modification of this agreement or of any covenant,
condition, or limitation contained in this agreement shall be valid unless
in
writing and duly executed by the party to be charged with the same. Furthermore,
no evidence of any waiver or modification shall be offered or received in
evidence in any proceeding, arbitration, or litigation between the parties
arising out of or affecting this agreement, or the rights or obligations of
any
party under this agreement, unless such waiver or modification is in writing
and
duly executed. The provisions of this paragraph may not be waived except as
set
forth in this paragraph.
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12. GOVERNING
LAW. This agreement and performance under it shall, be construed in accordance
with the laws of the State of Nebraska.
13. BINDING
EFFECT. This agreement shall be binding on and inure to the benefit of the
respective parties and their respective heirs, legal representatives,
successors, and assigns. The parties have executed this agreement at Omaha,
Xxxxxxx County, Nebraska the day and year first above written.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
XXXXXXX
TECHNOLOGIES CORPORATION
By: /s/
X.
X.
Xxxxxxxxx
Title:
President
/s/ Xxxxx
X.
Xxxxxxxxx
Xxxxx
X.
Xxxxxxxxx
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