EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Employment Agreement" or "Agreement"),
dated this 15th day of April 2003, is by and between eLinear, Inc., a Delaware
corporation, Houston, Texas (the "Company"), and Xxx X. Xxxxxx (the "Executive")
an individual.
WHEREAS, the Executive is willing to enter into an agreement with the
Company upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the parties hereto agree as follows:
1. Term of Agreement. Subject to the terms and conditions hereof, the term
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of employment of the Executive under this Employment Agreement shall be for the
period commencing on April 16, 2003 (the "Commencement Date") and terminating in
accordance with the provisions of Section 5 hereof. (Such term of employment is
herein sometimes called the "Employment Term.")
2. Employment. As of the Commencement Date, the Company hereby agrees to
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employ the Executive as Chief Executive Officer of the Company with such duties
as assigned from time to time by the Company, and the Executive hereby accepts
such employment and agrees to perform his duties and responsibilities hereunder
in accordance with the terms and conditions hereinafter set forth.
3. Duties and Responsibilities.
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(a) Duties. Executive shall perform such duties as are usually performed by
a Chief Executive Officer with such duties as assigned from time to time by the
Company of a business similar in size and scope as the Company and such other
reasonable additional duties as may be prescribed from time-to-time by the
Company's board of directors which are reasonable and consistent with the
Company's operations, taking into account Executive's expertise and job
responsibilities. This agreement shall survive any job title or responsibility
change. All actions of Executive shall be subject and subordinate to the review
and approval of the board of directors. The board of directors shall be the
final and exclusive arbiter of all policy decisions relative to the Company's
business.
(b) Devotion of Time. During the term of this agreement, Executive agrees
to devote his exclusive and full-time service during normal business hours to
the business and affairs of the company to the extent necessary to discharge the
responsibilities assigned to Executive and to use reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the term of
this Agreement it shall not be a violation of this Agreement for Executive to
manage personal investments or companies in which personal investments are made
so long as such activities do not significantly interfere with the performance
of Executive's responsibilities with the Company and which companies are not in
direct competition with the Company.
4. Compensation and Benefits During the Employment Term.
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(a) Salary. Executive will be compensated by the Company at a monthly base
salary of $8,000.00, from which shall be deducted income tax withholdings,
social security, and other customary employee deductions in conformity with the
Company's payroll policy in effect.
(b) Retention Bonus. Executive will receive a bonus of $3,000 for every
three (3) months of employment completed by Executive. Such bonus to be paid
out at the end of each three (3) month term.
(c) Other Allowances. The Executive shall be entitled to a $500 monthly car
allowance, and a $500 monthly home office allowance.
5. Termination; Status. The Executive or the Company shall have the right
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to terminate this Employment Agreement at any time and for no stated reason upon
fourteen (14) days written notice. Each party to this Employment Agreement
acknowledges that Executive is an at-will employee of the Company.
6. Revealing of Trade Secrets, etc. Executive acknowledges the interest of
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the Company in maintaining the confidentiality of information related to its
business and shall not at any time during the Employment Term or thereafter,
directly or indirectly, reveal or cause to be revealed to any person or entity
the supplier lists, customer lists or other confidential business information of
the Company; provided, however, that the parties acknowledge that it is not the
intention of this paragraph to include within its subject matter (a) information
not proprietary to the Company, (b) information which is then in the public
domain through no fault of Executive, or (c) information required to be
disclosed by law.
7. Survival. In the event that this Agreement shall be terminated, then
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notwithstanding such termination, the obligations of Executive pursuant to
Section 6 of this Agreement shall survive such termination.
8. Contents of Agreement, Parties in Interest, Assignment, etc. This
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Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except that the duties and responsibilities of Executive hereunder which are of
a personal nature shall neither be assigned nor transferred in whole or in part
by Executive. This Agreement shall not be amended except by a written
instrument duly executed by the parties.
9. Severability; Construction. If any term or provision of this Agreement
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shall be held to be invalid or unenforceable for any reason, such term or
provision shall be ineffective to the extent of such invalidity or
unenforceability without invalidating the remaining terms and provisions hereof,
and this Agreement shall be construed as if such invalid or unenforceable term
or provision had not been contained herein. 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.
10. Notices. Any notice, request, instruction or other document to be given
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hereunder by any party to the other party shall be in writing and shall be
deemed to have been duly given when delivered personally; or five (5) days after
dispatch by registered or certified mail, postage prepaid, return receipt
requested; or one (1) day after dispatch by overnight courier service; in each
case, to the party to whom the same is so given or made:
IF TO THE COMPANY ADDRESSED TO:
eLinear, Inc.
0000 Xxxxxxxxxx Xxxx, #000
Xxxxxxx, Xxxxx 00000
Attn: President
IF TO EXECUTIVE ADDRESSED TO:
Xxx X. Xxxxxx
__________________
__________________
or to such other address as the one party shall specify to the other party in
writing.
11. Counterparts and Headings. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original and all which
together shall constitute one and the same instrument. All headings are
inserted for convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.
12. Governing Law; Venue. This Agreement shall be construed and enforced in
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accordance with, the laws of the State of Texas, without regard to the conflict
of laws provisions thereof. Venue of any dispute concerning this Agreement
shall be exclusively in Xxxxxx County, Texas.
13. Waiver. The failure of either party to enforce any provision of
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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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
XXX X. XXXXXX ELINEAR, INC.
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J. Xxxxxxx Xxxxx, Director
