Exhibit 10.3
EMPLOYMENT AGREEMENT
XXXXX X. XXXXXX
AGREEMENT, dated as of October 1, 1997 by and between QUALITY
PRODUCTS, INC., a Delaware corporation having its principal place of business at
000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000-0000 ("Employer") and Xxxxx X. Xxxxxx
("Employee") residing at 00 Xxxxxxx Xxxxxx, Xxxx 00, Xxxxxxx X0X 0X0 Xxxxxx.
1. Capacity. Employer hereby employs Employee to serve as
President and Chief Executive Officer of the Employer,and Employee hereby agrees
to accept the foregoing employment.
2. Duties. Employee shall perform executive duties and assume
executive responsibilities consistent with Employee's position in Employer.
Employee agrees to devote his full business time and attention to the
performance of his duties hereunder. Employee shall be entitled to perform his
duties hereunder at such locations in North America as he, in his reasonable
discretion determines (the "Office"), and nothing herein shall be construed to
require Employee to relocate.
3. Term of Agreement. Subject to the provisions of Paragraph 5
hereof, the term of this Agreement (the "Term") shall commence as of the date
hereof and continue until September 30, 2000.
4. Compensation. Salary. During the Term, Employer will pay to
Employee and Employee will accept from Employer a base annual salary of Eighty
Four Thousand ($84,000) Dollars, payable in equal installments at Employer's
usual payroll intervals. Employee shall be reimbursed for all reasonable and
necessary out-of-pocket business expenses (including without limitation, travel
and long distance telephone costs related to the Employer's business) incurred
by him during the course of his employment on behalf of the Employer; provided,
however, that the Employer shall not be responsible for Employee's expenses of
maintaining an Office apart from the Company's principal administrative office.
(b Bonus. During the Term, Employer will pay Employee
a bonus equal to five percent (5%) of the net income of Employer in excess of
$750,000, for each of Employer's fiscal years ending during the Term, as
reported on Employer's consolidated financial statements for such fiscal years.
Such bonus shall be payable within thirty (30) days of the Employer's filing
with the Securities and Exchange Commission of its annual report on Form 10-KS
with respect to the fiscal year for which such bonus is earned.
5. Termination.
This Agreement may be terminated for any of the following reasons:
(a) Upon the death of Employee, the Agreement and th
Term shall be deemed terminated as of the date of death.
(b) Employer may, upon ten (10) business days written
notice to Employee, terminate the employment of Employee and the Term hereof in
the event that (i)Employee shall be convicted of or plead guilty (which shall
include a plea of nolo contendre) to a misdemeanor involving dishonesty o
moral turpitude or a felony; (ii) Employee's "permanent and total disability" as
such term is used by Section 22(e) of the Internal Revenue Code of 1986,
as amended; (iii) an illegal, immoral or unethical act by the Employee
resulting in or intended to result, directly or indirectly, in gain to the
Employee or a third party at the expense of the Employer, (iv) the Employee's
willful engagement in misconduct that results in material injury to the Employer
or (v) the Employee's continuing inability, or willful and continued failure,
to substantially perform the Employee's duties to the Employer or a breach
of the Employee's duties to the Employer which remains uncured within thirty
(30) days after a written demand for cure is delivered to the Employee by the
Employer, which demand specifically identifies the manner in which it is
believed that the Employee has not substantially performed his duties or
has breached a duty.
6. Partial Invalidity. In the event any one or more of the
provisions of this Agreement shall be judicially held to be invalid, illegal or
unenforceable in any respect, such provision shall be ineffective to the extent
of such invalidity, illegality or unenforceability, but the remainder of this
Agreement shall not in any way be affected thereby. If, moreover, any one or
more of the provisions contained in this Agreement shall, for any reason, be
held to be excessively broad as to time, duration, geographical scope, activity
or subject, it shall be construed by limiting and reducing it so as to be
enforceable to the extent compatible with the applicable law as it shall then
appear.
7. Notices. All notices and other communications which are required
or which may be given under this agreement shall be in writing and shall be
deemed to have been duly given or made: if by hand, immediately upon delivery;
if by Federal Express, Express Mail or any other overnight delivery service,
upon receipt; and if mailed by registered or certified mail, return receipt
requested, two days after mailing. All notices, are to be given or made to the
parties at the addresses set forth on the first page of this agreement (or to
such other address as either party may designate by notice in accordance with
the provisions of this paragraph).
8. No Waiver. The waiver by Employer or Employee of a breach of any
provision of the Agreement by the other shall not operate or be construed as a
waiver of any subsequent breach by the other party.
9. Binding on Successors. This Agreement shall inure to the benefit
of and shall be binding upon Employee, his heirs, executors, administrators, and
legal representatives, and shall inure to the benefit of and be binding upon the
Employer and its successors and assigns. The obligations of Employee may not be
delegated and Employee may not assign, transfer, pledge, encumber, hypothecate
or otherwise dispose of this Agreement, or any of his rights hereunder, and any
such attempted delegation or disposition shall be null and void and without
effect.
10. Miscellaneous. This Agreement constitutes the entire
understanding between the parties hereto relating to the subject matter of this
Agreement, superseding any and all prior written or prior or contemporaneous
agreements, proposals or understandings, and no commitments by either party
implied or otherwise outside of this Agreement shall be binding on the parties
hereto unless expressly set forth herein. This Agreement will be interpreted and
construed in accordance with the laws of the State of
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Ohio applicable to agreements executed and to be performed wholly within such
state. The parties consent to the jurisdiction and venue of the federal and
state courts in Columbus, Ohio, New York, New York and Wilmington, Delaware for
the resolution of any dispute hereunder. The parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals on the date first above set forth.
QUALITY PRODUCTS, INC.
/s/ Xxxxxxxx X. Xxxxxx
BY:-----------------------------------
Xxxxxxxx X. Xxxxxx, Vice President
BY: /s/Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
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