EXHIBIT 4.16
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of the 11th day
of July, 2002, is by and among Elite Logistics, Inc., an Idaho corporation;
Elite Logistics Services, Inc., a Texas corporation (collectively, the
"Company", whether one or both), with offices at 0000 Xxxxx Xxxxxx X., Xxxxxxxx,
Xxxxx 00000; and Xxxxxxx Xxxxxxxx, Xx., an individual and a resident of the
State of Texas, with an address at 0000 Xxxx Xxxxxxx Xxxxx, Xxxxx, Xxxxx 00000
(the "Executive").
WITNESSETH:
WHEREAS, in recognition of the valuable nature of Executive's
management, operational, and strategic business development capabilities to the
business of Company, Company desires to enter into this Agreement with Executive
to be effective as of the date above first written (the "Effective Date"); and
WHEREAS, Executive desires to enter into this Agreement with Company
and to be employed by Company in the capacity, for the period, and on the terms
and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual covenants, agreements and
conditions contained herein, the parties hereto intending to be legally bound do
hereby covenant and agree as follows:
1. Employment.
(a) Company hereby agrees to employ Executive, and Executive
hereby agrees to serve the Company, as Chairman, and immediately upon
his resignation as President & CEO of T-Speed Broadband Communications,
Inc., as Chief Executive Officer of Elite Logistics, Inc. ("ELOG"), and
its wholly-owned subsidiary, Elite Logistics Services, Inc., and,
subject to the direction of the Board of Directors of Company, to
perform such duties, functions and responsibilities commensurate with
and appropriate to such positions, and as the same may be from time to
time set forth in the By-laws of Company or otherwise delegated to
Executive by the Board of Directors of Company or their designates. As
of the Effective Date of this Agreement, said duties, responsibilities
and functions of Executive are set forth in Schedule A attached hereto
and incorporated herein by reference for all purposes.
(b) Executive shall receive from Company the necessary power
and authority to carry out and discharge all such duties, functions and
responsibilities.
(c) Executive shall be an employee of the Company and shall
devote his commercially reasonable efforts to the performance,
discharge and fulfillment of all such duties, functions and
responsibilities; provided, however, that Executive may work on behalf
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of, or render services to, entities that do not compete with the
current operations of the Company during the term of this Agreement.
(d) Executive will perform his services in the State of Texas,
or at such other location as may be mutually agreed upon by the Board
of Directors of Company and Executive.
2. Term of Employment.
(a) Subject to the provisions for termination as hereinafter
provided, the term of employment under this Agreement shall be
effective as of the Effective Date and shall continue through July 11,
2004; provided, however, that beginning on July 11, 2003 and on July
11th each year thereafter (each such July 11th being referred to as a
"Renewal Date"), the term of this Agreement shall automatically be
extended for an additional one year so that on each Renewal Date the
then remaining, unexpired term of this Agreement shall be two years,
unless either party gives the other written notice of non-renewal at
least ninety (90) days prior to any such Renewal Date.
(b) This Agreement shall terminate prior to the expiration of
the initial term or any renewal term of this Agreement upon the
earliest to occur of the following:
(i) the death or permanent disability (as defined in
Company's permanent disability insurance program, if any, then
in effect covering Executive or if no permanent disability
program is then in effect, in the opinion of the Executive
exercised in good faith) of Executive; provided, however, that
the Company shall remain responsible for and shall satisfy its
obligations under its life and permanent disability insurance
programs then in effect covering Executive as are referred to
in Schedule B attached hereto and incorporated herein by
reference for all purposes; and further provided, however,
that in addition to Company's obligations to Executive under
its life and permanent disability insurance programs then in
effect covering Executive, the Company shall pay (a) to any
beneficiary or beneficiaries designated by the Executive or,
if none, (b) to his estate or other legal representative in
the event of Executive's death a pro rata portion of the
Annual Base Salary to the last day of the month in which his
death occurs and, in lieu of the maximum bonus provided for in
Subsection 3(c), an amount equal to a pro rata portion (based
on the number of months or portions thereof elapsed to the
date of the Executive's death) of the Annual Incentive Bonus
paid or anticipated to be payable to the Executive in respect
of the then current year of Executive's employment hereunder;
(ii) as permitted by Section 6 hereof by Executive
for "Good Reason" (as hereinafter defined) pursuant to Section
6;
(iii) as permitted by Section 7 hereof by Executive
upon a "Change of Control of the Company" (as hereinafter
defined pursuant to Section 7; or
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(iv) as permitted by Section 7 hereof, by Company for
"Cause" (as hereinafter defined) pursuant to Section 7.
Sections 6, 7, 8, 11 and 12 shall survive the termination of this
Agreement.
3. Compensation.
(a) In consideration for all of the services to be rendered by
Executive to the Company, the Company shall pay Executive an initial
annual base salary of (i) One Hundred Thousand Dollars ($100,000.00)
until the date that he resigns as President & CEO of T-Speed Broadband
Communications, Inc (the "T-Speed Resignation Date"); and (ii) One
Hundred Forty-four Thousand Dollars ($144,000.00) from the T-Speed
Resignation Date until the date that the Company has received
additional capital after the Effective Date in an amount equal to
$1,000.000.00 (the "Minimum Capital Benchmark Date"), at which time the
annual base salary will automatically increase to Two Hundred Fifty
Thousand Dollars ($250,000.00), subject to such annual increases as
approved by the Board of Directors or any authorized committee thereof
(the "Compensation Committee"), but no less than the increase in the
U.S. government's Consumer Price Index, all markets, for the prior
twelve months (such annual base salary, as it may be increased from
time to time hereafter, being herein referred to as the "Annual Base
Salary"). Notwithstanding the foregoing, on the Minimum Capital
Benchmark Date, the Company shall pay to the Executive, at his option
in cash or in options to purchase common shares of ELOG at an exercise
price per share equal to $0.25, an amount equal to (i) the product of
$417.00 times the number of days that elapsed between the Effective
Date and the T-Speed Resignation Date, plus (ii) the product of $294.00
times the number of days that elapsed between the T-Speed Resignation
Date and the Minimum Capital Benchmark Date.
(b) The Annual Base Salary shall be paid to Executive in
periodic installments throughout the year in accordance with Company's
normal and customary pay policy for executive officers of Company then
in effect.
(c) In addition to the Annual Base Salary to be paid pursuant
to subsection 3(a) of this Agreement, during the term of this Agreement
or any renewal or extension, the Company shall pay to the Executive as
incentive compensation annual bonuses in accordance with the incentive
bonus plan(s) adopted from time to time by the Board or the
Compensation Committee of the Board, as the case may be. Such plan,
among other things, shall establish a maximum bonus equal to 100% of
the Executive's Annual Base Salary, payable quarterly, based on
performance criteria mutually agreeable to the Executive and the Board
or the Compensation Committee, such as annual gross revenues, operating
profitability and capital formation.
(d) In addition to the amounts set forth above, as a
management bonus in connection with the capital being raised by the
Company, the Company shall pay to the
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Executive an amount equal to two and one half percent (2.5%) of all
gross proceeds received by the Company up to $400,000.00, and five
percent (5%) of all gross proceeds received by the Company in excess of
$400,000.00. The Company shall pay any and all such management bonuses
to the Executive on the date(s) that the Company receives such gross
proceeds.
(e) The amount of the Annual Base Salary and any other amounts
payable pursuant to this Agreement are gross amounts due by Company to
Executive hereunder, and Company shall have the right to deduct
therefrom all taxes and other amounts which may be required to be
deducted or withheld by law (including, but not limited to, federal
income tax withholding and social security payments), whether such law
is now in effect or becomes effective after the date of this Agreement.
(f) Company has adopted certain equity-based incentive
compensation plans (collectively, the "Plan") providing for annual or
other periodic awards to key employees of, among other things, options
to purchase the Company's common stock. Upon the execution of this
Agreement, the Company shall grant Executive an option or options to
purchase shares of Common Stock under the Plan, at an exercise price
per share of ($0.10), in an aggregate amount of not less than eight
percent (8%) of the Company's "fully diluted" capital stock, including
all outstanding or committed warrants and options, and capital stock or
convertible securities to be issued in connection with the current
private placement, as the same may be extended or increased, being
placed by Bathgate Capital Partners, LLC, including the May 30, 2002
Private Placement (as hereinafter defined). To the extent possible,
such options shall be "incentive stock options." Such options shall
contain a "cashless" exercise provision, and shall vest upon the
earlier of (i) a Change of Control of the Company (as hereinafter
defined); or (ii) fifty percent (50%) on the Effective Date, and fifty
percent (50%) shall vest on the first anniversary date of the Effective
Date of the Agreement.
(g) In addition to the foregoing, in the event that Company
grants stock options or similar incentives to its officers and
employees from time to time hereafter, Executive shall be allowed to
participate in any such future stock options or similar incentives on
such terms as are approved by the Board of Directors of Company or the
Compensation Committee and are offered to other executive officers of
Company.
4. Executive Benefits and Business Expenses.
(a) During the term hereof, Executive shall be entitled to
participate in such employee benefit plans and programs maintained by
the Company for the benefit of its executive officers, and to
participate in applicable new or amended programs, including, but not
limited to, medical, dental, health, life, accident and disability
insurance programs, savings for retirement plans, bonus, stock option
plans, and any other incentive compensation plans.
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(b) Executive shall be reimbursed for any necessary business
expenses reasonably incurred by Executive in carrying out Executive's
duties, functions and responsibilities hereunder, including, without
limitation, taxi fares to and from the airport and parking and toll
charges.
(c) Executive shall receive a cash allowance of $650 per month
to cover all costs of local business travel.
5. Vacation and Sick Leave Time.
Executive shall be entitled to annual sick leave time pursuant to the
plan or policy currently in effect, or as hereafter may be amended, available
for other executive officers of Company. Commencing on the Effective Date, the
Executive shall be entitled to annual vacation time equal to no less than four
(4) weeks paid vacation every year throughout the term of this Agreement.
6. Termination. In the event of (a) termination by the Company or
any successor of the Executive's employment hereunder without Cause, or (b)
Executive terminates his employment for Good Reason, then Executive shall be
entitled to receive: (i) in twenty-four (24) equal monthly installments
beginning on the date of such termination an amount (the "Termination Amount")
equal to (x) the then Annual Base Salary, including amounts payable under
Section 4 (c) hereof, plus (y) 100% of the maximum bonus provided in Subsection
3(c); (ii) Executive's outstanding stock options and any stock subject to
restricted stock purchase agreements shall accelerate and fully vest; and (iii)
any and all deferred compensation, including, without limitation, accounts under
any Company deferred compensation plans or arrangements shall accelerate and
fully vest, including as to any amounts contributed by the Company for the year
in which the termination occurs. Notwithstanding the foregoing, at the sole
option of Executive, the Executive shall be entitled to receive the amounts set
forth in Section 6 (b) (i) hereof in a lump sum payable on the date of
termination.
For the purpose of this Agreement, "Good Reason" is defined as (a) the
reduction of the Executive's title, duties, authority or responsibilities,
relative to the Executive's title, duties, authority or responsibilities as in
effect immediately prior to such reduction; (b) a reduction by the Company in
the Annual Base Salary or bonus target amount of the Executive as in effect
immediately prior to such reduction; (c) any breach of this Agreement by the
Company; (d) the termination of that certain Voting Trust or Proxy dated on or
about of even date herewith, by and among certain shareholders of the Company
and the Executive, as Trustee or holder of said Proxy, as the case may be,
within six (6) months of the Effective Date; or (e) any act or set of facts or
circumstances which would, under Texas case law or statute, constitute a
constructive termination of the Executive.
7. Change of Control. In the event of a Change of Control of the
Company, at the option of the Executive, (a) the term of employment shall
terminate, (b) Executive's outstanding stock options and any stock subject to
restricted stock purchase agreements shall accelerate and fully vest, and (c)
the Company shall pay Executive, in a lump sum, an amount equal to the
Termination Amount; provided, however, that the Executive may not exercise his
rights under this Section 7
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in connection with, and only in connection with, the Change of Control of the
Company that will occur as a result of the transaction set forth in that certain
Elite Logistics, Inc. Proposed Summary of Terms for Private Placement dated May
30, 2002, delivered by Bathgate Capital Partners, LLC, as Placement Agent, to
Elite Logistics, Inc., as Issuer (the "May 30, 2002 Private Placement").
For this purpose, "Change of Control of the Company" is defined as:
(a) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly
or indirectly, of securities of the Company representing 35% or more of
the total voting power represented by the Company's then outstanding
voting securities; or
(b) A change in the composition of the Board of Directors of
the Company occurring within a two-year period, as a result of which
fewer than a majority of the directors are Incumbent Directors.
"Incumbent Directors" means directors who either (i) are directors of
the Company as of the date hereof, or (ii) are elected, or nominated
for election, to the Board of Directors of the Company with the
affirmative votes of at least a majority of the Incumbent Directors at
the time of such election or termination (but shall not include an
individual whose election or nomination is in connection with an actual
or threatened proxy contest relating to the election of directors to
the Company); or
(c) The consummation of a merger or consolidation of the
Company with any other corporation other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) at least thirty-five percent (35%) of the total
voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation; or
(d) The consummation of the sale or disposition by the Company
of all or substantially all of the Company's assets.
8. Golden Parachute Gross-Up for Taxes. In the event that the
benefits provided for in this Agreement or otherwise payable to the Executive
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code") or any successor
provision and as a result are subject to the excise tax imposed by Section 4999
of the Code or any successor provision, then the Executive shall receive (a) a
lump-sum cash payment from the Company sufficient to pay such excise tax, and
(b) an additional lump-sum cash payment from the Company sufficient to pay the
excise tax and all federal and state income taxes arising from the payments made
by the Company to Executive pursuant to this sentence. Unless the Company and
the Executive otherwise agree in writing, the determination of Executive's tax
liability arising from such taxes, and the amount required to be paid under this
Section 8, shall be made in writing by the
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Accountants. For purposes of making the calculations required by this Section 8,
the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code or any
successor provision. The Company and the Executive shall furnish to the
Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this Section 8. The Company shall
bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated by this Section 8.
9. Breach by Company; Nonexclusive Remedy.
(a) In the event of a material breach of this Agreement by the
Company which remains uncured after written notice thereof by Executive
to the Company and the expiration of thirty (30) days opportunity to
cure such breach, the Company shall be obligated to pay Executive as
liquidated damages, and not as a penalty, in a lump sum or on an
annuity basis, at Executive's sole option, an amount equal to the
Termination Amount; provided, however, that the Company's obligation to
pay the Termination Amount shall not be binding until the closing date
of the May 30, 2002 Private Placement. It is acknowledged and agreed to
by the parties hereto that because actual damages would be difficult to
ascertain in the event that Company breaches this Agreement, the amount
of liquidated damages provided for herein is reasonable and appropriate
to remedy any such breach and to compensate Executive for any damages
incurred by him hereunder.
(b) In the event that Company, or its successor or assigns,
fails to perform or breaches this Agreement in any respect and
Executive shall file any judicial action for enforcement of this
Agreement and successfully recovers compensation or damages, Executive
shall be entitled to recover an additional amount as interest at ten
percent (10%) per annum on the amount owed from the date such amount
was due and payable, together with all actual expenses and attorneys'
fees reasonably incurred by Executive in obtaining legal advice
regarding his rights under this Agreement and in prosecuting and
disposing of such action.
(c) The provisions of this Section 9 shall not constitute the
exclusive remedy of Executive for Company's breach of this Agreement.
10. Breach by Executive.
(a) In the event that Executive willfully and materially
breaches this Agreement, Company may terminate this Agreement, at the
option of Company, (i) effective thirty (30) days after Company gives
written notice of such termination to Executive, or (ii) effective upon
payment of thirty (30) days' pay in lieu of notice; provided, however,
that the Company shall pay to Executive, on the date of such
termination, all cash and non-cash compensation then accrued under this
Agreement to the date of such termination.
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(b) A material breach of this Agreement by Executive, in
either case that is materially detrimental to Company as determined in
good faith by the Board of Directors of the Company and supported by a
formal resolution duly voted upon and adopted by the Board of
Directors, shall be deemed to have occurred upon the happening of any
of the following events (for "Cause"), and the continuation thereof for
a period of thirty (30) days after notice of such breach from the
Company is received by Executive, to-wit:
(i) Executive's wanton or willful misconduct in the
performance or discharge of any of Executive's duties,
functions and responsibilities hereunder; or
(ii) Executive's conviction of any felony offense
during the term of this Agreement that adversely affects his
ability to perform and discharge his duties under this
Agreement; or
(iii) Executive's breach of any of Executive's
material obligations hereunder, including, without limitation,
Executive's obligations under Sections 11 and 12 hereof.
In the event Company elects to terminate Executive pursuant to this
Section 10, Company shall give written notice to Executive specifically stating
each fact and reason, which is the basis for such termination. Following such
termination, Company shall have no further obligation to Executive under this
Agreement except for accrued and unpaid cash and non-cash compensation payments
then due and owing to Executive.
11. Covenant not to Compete.
(a) Executive covenants and agrees that Executive will not
during the term of this Agreement and for a period of two (2) years
following the termination of this Agreement, directly or indirectly in
the United States of America or Canada, as a principal, partner, agent,
consultant or otherwise of any person, partnership, corporation or
other entity, engage in or be financially interested in any business or
group of affiliated or unaffiliated businesses (other than Company)
that engages in a business which is competitive with any material line
or business in which the Company is then currently engaged.
(b) Company and Executive hereby agree that in the event that
either the length of, time or geographical area set forth herein is
deemed too restrictive by any court of competent jurisdiction, the
court may reduce such restriction to those which it deems reasonable
under the circumstances. This Section 11 shall not prohibit Executive
from investing in less than five percent (5%) of any class of equity
security of a company that has a class of equity security registered
pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of
1934.
12. Confidentiality, Proprietary Information and Trade Secrets.
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(a) During the term of this Agreement and for a period of two
(2) years after the termination of this Agreement, Executive shall not
disclose, communicate or divulge to any person, firm, association or
company, other than the Company, any material referred to in
Subsections 12(f), (g) and (h) hereof, or any proprietary information
regarding the business methods, business, policies, procedures,
techniques, research or development projects or results, trade secrets
or other knowledge or processes of, or developed by, Company or any
names and addresses of customers or clients or any data on or relating
to past, present or prospective customers or clients or any other
confidential information relating to or dealing with the business
operations or activities of Company, made known to Executive or learned
or acquired by Executive while employed by Company.
(b) During the term of this Agreement and for a period of two
(2) years after the termination of this Agreement, Executive shall not,
directly or indirectly, in any geographic area served by Company or its
affiliates induce or attempt to influence any employee of Company to
terminate his or her employment with Company or to hire any such
employee of Company, without the Company's prior written consent.
(c) Executive acknowledges and agrees that the restrictions
contained in Section 11 hereof and in Subsections 12(a) and (b) (the
"Restrictions"), in view of the nature of the business in which Company
is engaged, are reasonable and necessary in order to protect the
legitimate business interests of Company, and that any violation
thereof would result in irreparable harm to Company, and Executive
therefore further acknowledges and agrees that, in the event Executive
violates, or threatens to violate, any of such Restrictions, Company
shall be entitled to obtain from any court of competent jurisdiction,
without the posting of any bond or other security, preliminary and
permanent injunctive or equitable 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 at law or in equity to which
Company may be entitled.
(d) If any Restriction, or any part thereof, is determined in
any judicial or administrative proceeding to be invalid or
unenforceable, the remainder of the Restrictions shall not thereby be
affected and shall be given full effect, without regard to the invalid
provisions.
(e) If Executive violates any of the Restrictions, the
restrictive period shall not run in favor of Executive from the time of
the commencement of any such violation until such time as such
violation shall be cured by Executive to the satisfaction of Company.
(f) It is recognized that Executive will have access to
certain confidential information of Company and its affiliates, and
that such information constitutes valuable, special and unique property
of Company and its affiliates. Executive shall not at any time during
the term of this Agreement and for a period of two years after the
termination of this Agreement disclose any such confidential
information to any party for any reason or purpose except as may be
made in the normal cause of business of Company and for its benefit.
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(g) All advertising, sales, and other materials or articles,
including, without limitation, data processing reports, customer sales
analyses, invoices, or any other materials or data of any kind
furnished to Executive by Company or developed by Executive on behalf
of Company or at Company's direction or for Company's use or otherwise
in connection with Executive's employment hereunder, are and shall
remain the sole, exclusive and confidential property of Company. In the
event that Company requests the return of such materials at any time
during, upon or after the termination of Executive's employment,
Executive shall immediately deliver the same, and any and all copies
thereof, to Company.
(h) For purposes of this Agreement, Confidential Information
shall include the Company's trade secrets and proprietary information,
techniques, sketches, drawings, know-how, processes, apparatus,
equipment, algorithms, software programs, software source documents and
formulae related to the current, future and proposed products and
services of the Company, and/or the Company's parents, subsidiaries,
customers and/or vendors, whether delivered in written (or other
tangible) form or verbally, and includes, without limitation,
information concerning research, design details and specifications,
financial data, procurement requirements, customer lists, business
forecasts and purchasing, sales, merchandising, development and
marketing plans, but shall exclude (i) confidential information that
was in the public domain at the time it was communicated to the
Executive; (ii) confidential information that enters the public domain
subsequent to the time it was communicated to Executive through no
fault of the Executive; or (iii) confidential information that was in
Executive's possession free of any obligation of confidence at the time
it was communicated to Executive.
13. Representations and Warranties of Executive. Except for
restrictions heretofore disclosed in writing by Executive to Company, Executive
represents and warrants to Company that (a) there are no restrictions,
agreements or understandings whatsoever to which Executive is a party which
would prevent or make unlawful the execution or performance of this Agreement or
his employment hereunder; (b) his execution of this Agreement and his employment
hereunder shall not constitute a breach of any contract, agreement or
understanding to which he is a party or by which he may be bound; and (c) he is
free and able to execute and perform this Agreement in all respects.
14. Successors.
(a) This Agreement shall inure to the benefit of and be
binding upon Company and Executive. This Agreement and the benefits and
obligations of Company hereunder may be assigned by Company to any
person acquiring all or substantially all of the assets or all of the
issued and outstanding equity securities of the Company; provided,
however, that the Company shall remain jointly and severally liable to
Executive with such assignee for the fulfillment of Company's
obligations under this Agreement, or to any corporation with which
Company may be merged or consolidated.
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(b) This Agreement shall inure to the benefit of and be
binding upon Executive and Executive's executors, administrators,
trustees, heirs and legal representatives. Because Executive's duties,
functions, responsibilities, and services hereunder are special,
personal and unique in nature, Executive shall not transfer, sell or
assign, by operation of law or otherwise, Executive's obligations under
this Agreement.
15. Waivers. Neither the failure nor any delay on the part of
either party hereto to exercise any right, remedy, power or privilege
(collectively, "Right") under this Agreement shall operate as a waiver,
abandonment or release thereof; nor shall any single or partial exercise of any
Right preclude any other or further exercise of the same or of any other Right,
nor shall any waiver of any Right with respect to any occurrence be construed as
a waiver of such Right with respect to any other occurrence.
16. Severability. If any provision of this Agreement shall be held
to be invalid or unenforceable, such invalidity or unenforceability shall not
affect or impair the validity or enforceability of the remaining provisions of
this Agreement, which provisions shall remain in full force and effect and the
parties hereto shall continue to be bound thereby.
17. Entire Agreement. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
previous agreements and understandings between the parties, whether written or
oral, with respect to the subject matter hereof. This Agreement shall not be
modified, altered or amended except by a writing executed by both parties.
18. Notices. Any notice or other communication provided for in
this Agreement or contemplated hereby shall be sufficiently given if given in
writing and delivered personally or by certified mail, return receipt requested,
and addressed, in the case of the Company, to the Company at:
Elite Logistics Services, Inc.
0000 Xxxxx Xxxxxx X.
Xxxxxxxx, Xxxxx 00000
and in the case of Executive, to the address set forth in the introductory
paragraph. Notice shall be effective when so delivered personally. Either party
may designate a different address by giving notice of change of address in the
manner provided above.
19. Construction of Agreement. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the State of Texas.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of theday and year above first written,
"Company"
ELITE LOGISTICS, INC.,
an Idaho corporation
By:
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Printed Name:
----------------------
Title:
-----------------------------
ELITE LOGISTICS SERVICES, INC.,
a Texas corporation
By:
-----------------------------------
Printed Name:
----------------------
Title:
-----------------------------
"Executive"
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Xxxxxxx Xxxxxxxx, Xx., an individual
and resident of the State of Texas
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Schedule A
to
Employment Agreement by
and among Elite Logistics, Inc., Elite Logistics Services, Inc., collectively as
the Company,
and
Xxxxxxx Xxxxxxxx, Xx., as Executive
Description of Functions, Duties and Responsibilities of Executive
Executive shall oversee and have the primary responsibility within the
Company for all governance, corporate and operational matters of the Company,
including, without limitation, the (i) development and management of Elite
Logistics Service's strategic relationships, including its volume equipment and
services agreements, wireless communications services, and Internet applications
alliances; (ii) corporate affairs, including corporate finance, legal, financial
reporting, and strategic planning; and (iii) corporate operations, including
internal business operations and P&L management; and (iiii) investment fund
raises, investor relations and SEC compliance.
Schedule A, Description of Functions, Duties and Responsibilities of Executive -
Solo Page
Schedule B
to
Employment Agreement
by and among Elite Logistics, Inc.,
Elite Logistics Services, Inc., collectively as the Company
and
Xxxxxxx Xxxxxxxx, as Executive
Executive Officer Benefits of Company
1. Life insurance (at such time as the Company is funded to support the
cost of Life insurance)
2. Medical insurance
3. Dental insurance
4. 401k Plan
5. Annual Dues for the State Bar of Texas
6. Annual Attorney Occupation Tax for the State of Texas
7. Related trade publications and daily news sources
Schedule B, Executive Officer Benefits of Company - Solo Page