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EXHIBIT 10.18
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of
April 1, 1997 by and between ZEROS USA, Inc., ("the Employer"), of 000 Xxxxx
Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx, and Xxxxx Xxxxxxxxxx, ("the Employee"),
of 0000 Xxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000.
A. Employer is engaged in the business of developing and licensing
technology for authorized licensees to dispose of hazardous and
non-harzardous toxic wastes and convert it into energy. Employer
maintains its headquarter offices in Houston, Texas.
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employee shall provide to Employer the services described on
the attached Exhibit A, which is made a part of this Agreement by this
reference.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of
this Agreement, to the reasonable satisfaction of Employer. Such duties shall
be provided at such place(s) as the needs, business, or opportunities of the
Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee a salary of $8,000.00
per month. This amount shall be paid semi-monthly on the first day and the
fifteenth day of the month. Upon termination of this Agreement, payments under
this paragraph shall cease; provided, however, that the Employee shall be
entitled to payments for periods or partial periods that occurred prior to the
date of termination and for which the Employee has not yet been paid. Accrued
vacation will be in accordance with state law and the Employer's customary
procedures.
4. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The
Employer will reimburse Employee for "out-of-pocket" expenses in accordance
with Employer policies in effect from time to time.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide Employer
with all information, suggestions and recommendations regarding Employer's
business, of which Employee has knowledge that will be of benefit to Employer.
6. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
- inventions
- machinery
- products
Initials:____
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- prices
- apparatus
- costs
- discounts
- future plans
- business affairs
- processes
- trade secrets
- technical matters
- customer lists
- product design
- copyrights
and other vital information (collectively, "Information") which are valuable,
special and unique assets of Employer. Employee agrees that the Employee will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Agreement and will justify
legal and/or equitable relief.
7. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Employer shall be entitled to an injunction to restrain Employee
from disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
8. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a
period of two years after the termination of Employee's employment. During such
two years period, neither party shall make or permit the making of any public
announcement or statement of any kind that Employee was formerly employed by or
connected with Employer.
9. NON-COMPLETE AGREEMENT. Recognizing that the various items of Information
are special and unique assets of the company, Employee agrees and covenants
that for a period of two yeas following the termination of this Agreement,
whether such termination is voluntary or involuntary, Employee will not
directly or indirectly engage in any business competitive with Employer. This
covenant shall apply to the geographical area encompassing all of the
Continental United States. Directly or indirectly engaging in any competitive
business includes, but is not limited to,
(i) engaging in a business as owner, partner, or agent,
(ii) becoming an employee of any third party that is engaged in such
business,
(iii) becoming interested directly or indirectly in any such business,
or
(iv) soliciting any customer of Employer for the benefit of a third
party that is engaged in such business.
Initials:_____
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Employee agrees that this non-compete provision will not adversely affect the
Employee's livelihood.
10. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Employee shall not have
the right to make any contracts or commitments for or on behalf of Employer
without first obtaining the express written consent of Employer.
11. VACATION. Employee shall be entitled to two weeks of paid vacation for
each year of employment beginning on the first day of Employee's employment.
Such vacation must be taken at a time mutually convenient to Employer and
Employee, and must be approved by Employer. Requests for vacation shall be
submitted to Employee's immediate supervisor sixty days in advance of the
requested date such vacation would commence.
12. SICK LEAVE/PERSONAL BUSINESS. After completion of six months of
employment, Employee shall be entitled to five day(s) paid time due to illness
or personal business, each year of employment beginning on the first date of
Employee's employment.
Sick leave may be accumulated from year to year up to a total of twenty days.
Unused sick leave benefits in excess of twenty days may be converted into cash
compensation at a rate of $22.50 per hour.
If Employee is unable to work for more that five days because of sickness or
total disability, and if Employee's unused sick leave is insufficient for such
period, Employee's unused vacation time in excess of twenty days shall be
applied to such absence.
All requests for sick days and personal days off shall be made by Employee in
accordance with Employer policies in effect from time to time.
13. HOLIDAYS. Employee shall be entitled to the following holidays with pay
during each calendar year:
- New Year's Day
- Memorial Day
- Independence Day
- Labor Day
- Thanksgiving Day
- Christmas Day
14. OTHER BENEFITS. Employee shall be entitled to insurance benefits, in
accordance with the Employer's applicable insurance contract(s) and policies,
and applicable state law.
These benefits shall include:
- health insurance
- disability insurance
- life insurance
Initials:
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as such benefits are provided in accordance with Employer policies in effect
from time to time. Employee shall be able to participate in Employer's pension
plan in accordance with the plan's terms and requirements of law.
Employer shall also transfer to Employee 100,000 shares of ZEROS USA, Inc.,
common stock after the completion of one year of employment.
15. TERM/TERMINATION. Employee's employment under this Agreement shall be for
five years, beginning on April 1, 1997. This Agreement may be terminated by
either party upon sixty days written notice. If Employer shall so terminate
this Agreement, Employee shall be entitled to compensation for two months,
unless the Employee is in violation of this Agreement. If Employee is in
violation of this Agreement, Employer may terminate employment without notice
and with compensation to Employee only to the date of such termination. The
compensation paid under this Agreement shall be the Employee's exclusive remedy.
16. TERMINATION FOR DISABILITY. Employer shall have the option to terminate
this Agreement, if Employee becomes permanently disabled and is no longer able
to perform the essential functions of the position with reasonable
accommodation. Employer shall exercise this option by giving thirty days'
written notice to Employee.
17. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with all of
the rules and regulations of Employer.
18. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee shall
deliver all property (including keys, records, notes data, memoranda, models,
and equipment) that is in the Employee's possession or under the Employee's
control which is Employer's property or related to Employer's business. Such
obligation shall be governed by any separate confidentiality or proprietary
rights agreement signed by the Employee.
19. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage paid, addressed as follows:
Employer:
ZEROS USA, Inc.
Xxxxx Xxxxx, President
000 Xxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Employee:
Xxxxx Xxxxxxxxxx
0000 Xxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Initials:
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Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
20. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
21. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
22. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
23. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
24. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Texas.
Employer:
ZEROS USA, Inc.
By:
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Xxxxx Xxxxx, President
AGREED TO AND ACCEPTED
Employee:
By:
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Xxxxx Xxxxxxxxxx
Initials:
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XXXXX XXXXXX
GENERAL COUNSEL
ZEROS USA, INC.
000 XXXXX XXXX XXXX, XXXXX 000
XXXXXXX, XXXXX 00000
TELEPHONE (000) 000-0000
December 19, 1997
Xx. Xxxxx Xxxxxxxxxx
0000 Xxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
RE: Employment Agreement
Dear Xx. Xxxxxxxxxx:
Mr. Xxxxx Xxxxx, as President of ZEROS USA, Inc., is pleased to extend to
you an offer to renew and extend your employment agreement for a period of five
years beyond the original one-year term. All terms and conditions are to
continue and remain in effect. You are requested to indicate your accepting
this extension of the employment agreement by signing below and returning this
letter at your earliest convenience in the envelope provided.
Your kind attention to these matters is appreciated.
Please do not hesitate to call me if you should have any questions.
Very truly yours,
Xxxxx Xxxxxx
Accepted:
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Xxxxx Xxxxxxxxxx
Date:
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Enclosure
