REFERENCE 10.2
EMPLOYMENT CONTRACT - XXXXXX XXXXXXXX
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EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into this day of May, 1998, by and
between Nova Pharmaceutical, Inc., an Nevada corporation, (the Company), and
Xxxxxx X. Xxxxxxxx, an individual ("Executive").
RECITALS
A. The Company desires to be assured of the association and services of
Executive for the Company.
B. Executive is willing and desires to be employed by the Company, and the
Company is willing to employ Executive, upon the terms, covenants and
conditions hereinafter se forth.
ARTICLE 1. AGREEMENT
NOW, THEREFORE, in consideration of the mutual terms, covenants, and conditions
hereinafter set forth, the parties hereto do hereby agree as follows:
1.1 EMPLOYMENT. The Company hereby employs Executive as its Controller, subject
to the supervision and direction of the Company's Board of Directors.
1.2 TERM. The term of this Agreement shall be for a period of one (1) year
communicant on May 4, 1998 unless terminated earlier pursuant to Article 5
below.
ARTICLE 2. COMPENSATION; REIMBURSEMENT
2.1 BASE SALARY. For all services rendered by the Executive under this
Agreement, the Company shall pay Executive a base salary of Ninety thousand
Dollars ($90,000) per annum, payable monthly in equal installments (the
"Base Salary"). Base Salary shall be $93,600 per annum until such time as
the Company furnishes health benefits to Executive.
2.2 ADDITIONAL BENEFITS. In addition to the Base Salary, Executive shall be
entitled to $3,750 per quarter, and all other benefits of employment
provided to other executives as may be granted from time to time by the
Board of Directors.
2.3 REIMBURSEMENT. Executive shall be entitled to a one-time relocation expense
reimbursement in an amount not to exceed eight thousand dollars ($8,000).
ARTICLE 3. SCOPE OF DUTIES
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3.1 ASSIGNMENT OF DUTIES. Executive shall have such duties as may be assigned to
him from time to time by the Company's Board of Directors commensurate with
his experience and responsibilities in the position for which he is employed
pursuant to Paragraph 1.1 above. Such duties shall be exercised subject to
the control of the Board of Directors of the Company.
3.2 GENERAL SPECIFICATION OF DUTIES. Executive's duties shall include, but
not limited to, the duties as follows:
A. Act as Controller of the Company and perform all duties, functions and
responsibilities generally associated with those titles;
B. Establish procedures for implementing the policies established by the
Company;
C. Cause the Company to be operated in compliance with all legal
requirements;
D. Cause to be prepared cash flows, financial projections, and financial
statements. Tax returns and other similar items respecting the operation
of the Company.
The foregoing specifications are not intended as a complete itemization of
the duties, which Executive shall perform and undertake on behalf of the Company
in satisfaction of his employment obligations under this Agreement.
3.3 EXECUTIVE'S DEVOTION OF TIME. Executive hereby agrees to devote his
abilities and energy to the faithful performance of the duties assigned to
him and to the promotion and forwarding of the business affairs of the
Company, and not to divert any business opportunities from the company to
himself, or to any other person or business entity.
3.4 CONFLICTING ACTIVITIES.
A. Executive shall not, during the term of this Agreement, be engaged in any
other business activity without the prior consent of the Board of
Directors of the Company; provided, however, that this restriction shall
not be construed as preventing Executive from investing his personal
assets in passive investments in business entities which are not in
competition with the Company or its affiliates.
B. Executive hereby agrees to promote and develop all business opportunities
that come to his attention relating to the then current business of the
Company, in a manner consistent with the best interests of the Company
and with his duties under this Agreement.
ARTICLE 4. CONFIDENTIALITY OF TRADE SECRETS AND OTHER MATERIALS
4.1 TRADE SECRETS. Other than in the performance of his duties hereunder,
Executive agrees not to disclose, either during the term of his employment
by the Company or at any time thereafter, to any person, firm or corporation
any information concerning the business affairs, the trade secrets, the
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customer lists, or similar information of the Company. Any technique,
method, process, or technology used by the Company shall be considered a
"trade secret" for the purposes of this Agreement.
4.2 OWNERSHIP OF TRADE SECRETS- ASSIGNMENT OF RIGHTS. Executive hereby agrees
that all know-how, documents, reports, plans, proposals, marketing and sales
plans, client lists, client files, and materials relating to Company's
business made by him or by the Company during his employment under this
Agreement, are the property of the Company, and shall not be used by him in
any way adverse to the Company's interests. Executive hereby assigns to the
Company any rights which he may have in any such trade secret or proprietary
information.
ARTICLE 5. TERMINATION
5.1 BASIS FOR TERMINATION
A. Executive's employment hereunder may be terminated at any time by
mutual agreement of the parties.
B. This Agreement shall automatically terminate on the last day of the month
in which Executive dies.
C. Executive's employment may be terminated by the Company "with cause"
effective thirty (30) days after delivery of written notice to Executive
given at any time (without any necessity for prior notice) if any of the
following shall occur.
i) Any action by Executive which would be grounds for termination under
Section 2924 of the California Labor Code or any successor provision
currently covering any willful breach of duty, habitual neglect of
duty, and continued incapacity.
ii) Any material breach of Executive's obligations of this Employment
Agreement.
D. Executive's employment may be terminated by the Company "without cause"
(for any reason or no reason at all) at any time by giving Executive
sixty (60) days prior written notice of termination, which termination
shall be effective on the 60th day following such notice.
5.2 Payment Upon Termination. Upon termination, the Company shall pay to
Executive within ten (10) days after termination an amount equal to the sum
of (1) Executive's Base Salary accrued to the date of termination. After any
such termination, the Company shall not be obligated to compensate
Executive, his estate or representatives except for the foregoing
compensation then due and owing, nor provide the benefits to Executive
described in Paragraph 2.2 (except as provided by law).
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ARTICLE 6. MISCELLANEOUS
6.1 Transfer and Assignment. This Agreement is personal as to executive and
shall not be assigned or transferred by Executive without the prior written
consent of the Company. This Agreement shall be binding upon and inure to the
benefit of all of the parties hereto and their respective permitted heirs,
personal representatives, successors and assigns.
6.2 Serverability. Nothing contained herein shall be constructed to require the
commission of any act contrary to law. Should there be any conflict between
any provisions hereof and any present or future stature, law, ordinance,
regulation, or other pronouncement having the force of law, the latter shall
prevail, but the provision of this Agreement affected thereby shall be
curtailed and limited only to the extent necessary to bring it within the
requirements of the law, and the remaining provisions of this Agreement
shall remain in full force and effect.
6.3 Governing Law. This Agreement is made under and shall be constructed
pursuant to the laws of the State of California/.
6.4 Counterparts. This Agreement may be executed in several counterparts and all
documents so executed shall constitute one agreement, binding on all of the
parties hereto, notwithstanding that all of the parties did not sign the
original or the same counterparts.
6.5 Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements, arrangements, and
understandings with respect thereto. No representation, promise, inducement,
statement or intention has been made by any party hereto that is not
embodied herein, and no party shall be bound by or liable for any alleged
representation, promise, inducement, or statement no so forth herein.
6.6 Modification. This Agreement may be modified, amended, superseded, or
canceled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only be a written instrument executed by
the party or parties to be bound by any such modification, amendment,
suppression, cancellation, or waiver.
6.7 Attorneys' Fees and Costs. In the event of any dispute arising out of the
subject matter of this Agreement, the prevailing party shall recover, in
addition to any other damages assessed, its reasonable attorneys' fees and
court costs incurred in litigating or otherwise settling or resolving such
dispute whether or not an action is brought or prosecuted to judgment. In
construing this Agreement, none of the parties hereto shall have any term or
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provision construed against such party solely by reason of such party having
drafted the same.
6.8 Waiver. The waiver by either of the parties, express or implied, of any
right under this Agreement or any failure to perform under this Agreement by
the other party, shall not constitute or be deemed as a waiver of any other
right under this Agreement or of any other failure to perform under this
Agreement by the other party, whether of a similar or dissimilar nature.
6.9 Cumulative Remedies. Each and all of the several rights and remedies
provided in this Agreement, or by law or in equity, shall be exclusive of
any other right or remedy, and the exercise of any one or such rights or
remedies shall not be deemed a waiver or, or an election to exercise, any
other such right or remedy.
6.10Headings. The section and other headings contained in this Agreement are
for reference purposes only and shall not in any way affect the meaning and
interpretation of this Agreement.
6.11Notices. Any notice under this Agreement must be in writing, may be faxed,
sent by express 24-hour guaranteed courier, or hand-delivered, or may be
served by depositing the same in the United Stated Mail, addressed to the
party to be notified, postage-prepaid and registered or certified with a
return receipt requested. The addresses of the parties for the receipt of
notice shall be as follows:
If to the Company: Nova Pharmaceutical, Inc.
00000 Xxxxxx xxxxx, Xxxxx 0X
Xxxx Xxxxxxxx, XX 00000
FAX: 000-000-0000
If to the Executive: Xxxxxx Xxxxxxxx
0000 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Each notice given by registered or certified mail shall be deemed
delivered and effective on the date of delivery as shown on the return receipt,
and each notice delivered in any other manner shall be deemed to be effective as
of the time of actual delivery thereof. Each party may change its address for
notice by giving notice thereof in the manner provided above.
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6.12Survival. Any provision of the Agreement which imposes an obligation after
termination or expiration of this Agreement shall survive the termination or
expiration of this Agreement and be binding on Executive and the Company.
6.13Right of Set-Off. Upon termination or expiration of this Agreement, the
Company shall have the right to set-off against the amounts due executive
hereunder the amount of any outstanding loan or advance from the Company to
Executive.
IN WITNESS WHEREOF, the parties hereto have caused this Employment
Agreement to be executed as of the date first set forth above.
"Company"
NOVA PHARMACEUTICAL, INC.
/s/ Xxxxx Xxxx
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By: Xxxxx Xxxx
Its: President
"Executive"
XXXXXX XXXXXXXX
/s/ Xxxxxx Xxxxxxxx
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