ITEM 7.(C)
AMENDED EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made on the, 22nd day of
August, 2000, between:
ROANOKE TECHNOLOGY CORP. d/b/a Top-10 Promotions,
Inc., a North Carolina Corporation, 0000 Xxxxxxx Xxxxxx,
Xxxxxxx Xxxxxx, XX 00000 ("CORPORATION");
and
XXXXX XXXXX, an individual ("EMPLOYEE").
R E C I T A L S:
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FIRST, the CORPORATION desires amend its employment
relationship with the EMPLOYEE dated May 28, 1998 upon the
terms and conditions hereinafter set forth; and
SECOND, the EMPLOYEE desires to accept such employment
and enter into an amended employment agreement;
NOW, THEREFORE, in consideration of the premises and
the mutual agreements hereinafter set forth by and between
the parties, it is agreed as follows:
1.0 Employment. The CORPORATION hereby employs the
EMPLOYEE, and the EMPLOYEE accepts employment with the
CORPORATION, in the capacity of President of the
CORPORATION, or in such other position as the CORPORATION
may direct or desire, on the terms and conditions
hereinafter set forth.
2.0 Duties. The duties and hours of the EMPLOYEE
shall be determined by the Board of Directors and Officers
of the CORPORATION. The EMPLOYEE agrees to perform such
duties and hold such offices as may be assigned to him from
time to time and to devote to the CORPORATION his full time,
attention and energy necessary for him to perform such
duties.
3.0 Term. The term of employment shall begin on
the date hereof and continue for a three (3) year period
until terminated as herein provided. The term may be
automatically renewed for additional one (1) year terms upon
the mutual consent of EMPLOYEE and CORPORATION. During the
initial term, this Agreement may be terminated immediately
for Just Cause (hereinafter defined). Additionally, during
the renewal term, this Agreement may be terminated at any
time by CORPORATION upon thirty (30) days prior written
notice or immediately for Just Cause.
4.0 Compensation. (a) As compensation for the
services to be rendered by the EMPLOYEE to the CORPORATION
pursuant to this Agreement, the EMPLOYEE shall be paid the
sum of $150,000 per annum, less applicable withholding
taxes.
( b) EMPLOYEE shall receive a stock bonus of
1,500,000 restricted common shares upon execution of this
Agreement. Such shares of common stock shall be restricted
in accordance with Rule 144 of the Securities Act of 1933.
(c) EMPLOYEE shall receive a quarterly bonus of
thirty (30%) percent of net income before tax (as defined in
accordance with generally accepted accounting principals) of
the CORPORATION.
(d) EMPLOYEE shall annually, with approval of the
Board of Directors, receive up to one (1%) percent of the
issued and outstanding shares of the CORPORATION which
amount shall be determined based on the number of
outstanding and outstanding shares as of December 31st of
each year.
(e) All necessary expenses for EMPLOYEE to perform
his duties hereunder.
5.0 Health Insurance. The CORPORATION shall
provide health insurance to the EMPLOYEE as shall be
determined by the Board of Directors of the CORPORATION, in
its sole and absolute discretion.
6.0 Vacations and Leave. The EMPLOYEE shall be
entitled to vacation and leave time as determined by the
Board of Directors of the CORPORATION, in its sole and
absolute discretion.
7.0 Noncompetition, Trade Secrets, etc.
7.1 During the term of this Agreement and for a
period of two (2) year after the termination of his
employment with the CORPORATION for any reason whatsoever,
EMPLOYEE shall not directly or indirectly induce or attempt
to influence any employee of CORPORATION to terminate his
employment with CORPORATION and shall not engage in (as a
principal, partner, director, officer, agent, employee,
consultant, or otherwise) or be financially interested in
any business which is involved in business activities
carried on by the CORPORATION or being definitely planned by
the CORPORATION, at the time of the termination of
EMPLOYEE's employment.
7.2 During the term of this Agreement and at
all times thereafter, EMPLOYEE shall not use for his
personal benefit, or disclose, communicate or divulge to, or
use for the direct or indirect benefit of any person, firm,
association or company other than the CORPORATION, any
material or information regarding the business methods,
business policies, billing and collection policies and
procedures, techniques, research or development projects or
results, trade secrets, or other knowledge or processes
under or developed by the CORPORATION or any names and
addresses of customers, or any data on or relating to past,
present, or prospective customers or any other confidential
information relating to or dealing with the business
activities of the CORPORATION, made known to EMPLOYEE or
learned or acquired by EMPLOYEE while in the employ of the
CORPORATION.
7.3 Any and all writings, inventions,
improvements, processes, procedures and/or techniques which
EMPLOYEE may make, conceive, discover or develop, either
solely or jointly with any other person or persons, at any
time during the term of this Agreement, whether during
working hours or at any other time and at the request or
upon the suggestion of the CORPORATION which relate to or
are useful in connection with any business now or hereafter
carried on or contemplated by the CORPORATION, including
developments or expansions of its present fields of
operations, shall be the sole and exclusive property of the
CORPORATION. EMPLOYEE shall make full disclosure to the
CORPORATION of all such writings, inventions, improvements,
processes, procedures and techniques, and shall do
everything necessary or desirable to vest the absolute title
thereto in the CORPORATION. EMPLOYEE shall write and
prepare all specifications and procedures regarding such
inventions, improvements, processes, procedures and
techniques and otherwise aid and assist the CORPORATION so
that the CORPORATION can prepare and present applications
for copyright or Letters Patent wherever possible, as well
as reissues, renewals, and extensions thereof, and can
obtain the record title to such copyright or patents so that
the CORPORATION shall be the sole and absolute owner thereof
in all countries in which it may desire to have copyright or
patent protection. EMPLOYEE shall not be entitled to any
additional or special compensation or reimbursement
regarding any and all such writings, inventions,
improvements, processes, procedures and techniques.
7.4 EMPLOYEE acknowledges that the
restrictions contained in the foregoing subparagraphs, in
view of the nature of the business in which the CORPORATION
is engaged, are reasonable and necessary in order to protect
the legitimate interests of the CORPORATION, and that any
violation thereof would result in irreparable injuries to
the CORPORATION. The EMPLOYEE therefore acknowledges that,
in the event of his violation of any of these restrictions,
the CORPORATION shall be entitled to obtain from any court
of competent jurisdiction preliminary and permanent
injunctive relief as well as damages and an equitable
accounting of all earnings, profits, and other benefits
arising from such violation, which rights shall be
cumulative and in addition to any other rights or remedies
to which the CORPORATION may be entitled.
7.5 If the period of time or the area
specified above shall be adjudged unreasonable in any
proceeding, then the period of time shall be reduced by such
number of months or the area shall be reduced by the
elimination of such portion thereof or both so that such
restrictions may be enforced in such area and for such time
as if adjudged to be reasonable. If EMPLOYEE violates any
of the restrictions contained in the foregoing subparagraph,
the restrictive period shall not run in favor of EMPLOYEE
from the time of the commencement of any such violation
until such time as such violation shall be cured by EMPLOYEE
to the satisfaction of the CORPORATION.
8.0 Termination. Notwithstanding Paragraph 3.0 of
this Agreement, employment of the EMPLOYEE under this
Agreement will immediately terminate upon the happening of
the following events:
8.1 The mutual agreement of the EMPLOYEE and
the CORPORATION.
8.2 The death of the EMPLOYEE.
8.3 Violation of Paragraph 7.0 of this
Agreement by the EMPLOYEE.
8.4 Disability. If, as a result of the
EMPLOYEE's incapacity due to physical or mental illness,
the EMPLOYEE shall have been absent from his duties
hereunder on a full-time basis for the entire period of one-
hundred-eighty (180) consecutive days or for an aggregate
period of two-hundred-ten (210) days during a consecutive
period of two-hundred-seventy (270) days, CORPORATION may
terminate the EMPLOYEE's employment hereunder.
8.5 By the dissolution and liquidation of
the CORPORATION (other than as part of a reorganization,
merger, consolidation or sale of all or substantially all of
the assets of the CORPORATION whereby the business of the
CORPORATION is continued).
8.6 By the CORPORATION for Just Cause.
For purposes of this Agreement "Just Cause" shall mean only
the following: (i) a final non-appealable conviction of or a
plea of guilty or nolo contendere by the EMPLOYEE to a
felony or misdemeanor involving fraud, embezzlement, theft,
dishonesty or other criminal conduct against the
CORPORATION; or (ii) habitual neglect of the EMPLOYEE's
duties or failure by the EMPLOYEE to perform or observe any
substantial lawful obligation of such employment that is not
remedied within thirty (30) days written notice thereof from
the CORPORATION or its Board of Directors; or (iii) any
material breach by the EMPLOYEE of this Agreement. In the
event of termination of this Agreement other than for death,
the EMPLOYEE hereby agrees to resign from all positions held
in the CORPORATION, including, without limitation, any
positions as a director, officer, agent, trustee or
consultant of the CORPORATION or any affiliate of the
CORPORATION.
9.0 No Assignments. This Agreement is
personal to each of the parties hereto, and neither party
may assign nor delegate any of its rights or obligations
hereunder without first obtaining the written consent of the
other party.
10.0 Amendments. No amendments or additions
to this Agreement shall be binding unless in writing, signed
by both parties, and approved by unanimous consent of the
Shareholders of the CORPORATION, except as herein otherwise
provided.
11.0 Waiver of Breach. The waiver by either
party of a breach or violation of any provision of this
Agreement shall not operate as or be construed to be a
waiver of any subsequent breach hereof.
12.0 Applicable Law. This Agreement shall be
governed in all respects, whether as to validity,
construction, capacity, performance or otherwise, by the
laws of the State of North Carolina.
13.0 Headings. The Paragraph headings used in
this Agreement are included solely for convenience and shall
not affect, or be used in connection with, the
interpretation of this Agreement.
14.0 Burden and Benefit. This Agreement shall
be binding upon, and shall inure to the benefit of the
parties hereto and their respective heirs, executors,
administrators and assigns.
15.0 Severability. The invalidity or
unenforceability of any provision in this Agreement shall
not in any way affect the validity or enforceability of any
other provision and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision had
never been in the Agreement.
16.0 Notices. Any and all notices required
hereunder shall be deemed delivered personally or if mailed
by registered or certified mail to the CORPORATION at its
principal place of business and to the EMPLOYEE at the
address set forth herein, or at such other address or
addresses as either party may hereinafter designate in
writing to the other.
17.0 Entire Agreement. This Agreement
contains the entire agreement and understanding between the
parties with respect to the employment of the EMPLOYEE, and
no representations, promises, agreements, or understandings,
written or oral, relating to the employment of the EMPLOYEE
by the CORPORATION not contained herein shall be of any
force or effect.
18.0 Attorneys Fees. CORPORATION shall
be entitled to attorneys fees from EMPLOYEE in the event of
any legal fees incurred based on any breach of this
Agreement by EMPLOYEE.
IN WITNESS WHEREOF, the CORPORATION and the EMPLOYEE
have duly executed this Agreement as of the day and year
first above written.
ATTEST: ROANOKE TECHNOLOGY CORP.
D/B/A TOP-10 PROMOTIONS
By: /s/ Xxxxx Xxxxxx BY: /s/ Xxxxx Xxxxxx
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XXXXX XXXXXX XXXXX XXXXXX
SECRETARY VICE PRESIDENT
WITNESS:
/s/ Xxxxx Xxxxx
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XXXXX XXXXX
