RHINO ENTERPRISES GROUP, INC.
EMPLOYMENT AND STOCK OPTION AGREEMENT
Agreement made as of this 27th day of October, 1999, by and
between Xxxxxx X. Xxxxxxx, an individual residing in Mesquite,
Texas ("Employee"), and Rhino Enterprises Group, Inc., a Nevada
corporation (the "Company").
PREAMBLE
The Board of Directors of the Company recognizes Employee's
potential contribution to the growth and success of the Company
and desires to assure the Company of Employee's employment in an
executive capacity as President and to compensate him therefor.
Employee wants to be employed by the Company and to commit
himself to serve the Company on the terms herein provided. In
connection with his employment, the Company will offer options to
purchase certain Restricted Stock, (as hereinafter defined) on
the terms herein provided, including particularly Employee's
undertaking to remain loyal to the Company. Employee's duties
will expressly include operating the Company on a day-to-day
basis on behalf of and for the account of the Company.
NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements of the parties, the receipt
and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. Definitions
"Benefits" shall mean all the fringe benefits which may be
approved by the Board from time to time and established by the
Company for the benefit of employees generally and/or for key
employees of the Company as a class, including, but not limited
to, regular holidays, vacations, absences resulting from illness
or accident, health insurance, disability and medical plans
(including dental and prescription drug), group life insurance,
and pension, profit-sharing and stock bonus plans or their
equivalent.
"Board" shall mean the Board of Directors of the Company,
together with an executive committee thereof (if any), as same
shall be constituted from time to time.
"Cause" for termination shall mean (i) Employee's arrest for a
felony or crime of moral turpitude,(ii) acts of Employee which,
in the judgment of the Board, constitute fraud or willful
misconduct on the part of Employee in connection with his duties
under this Agreement, including but not limited to,
misappropriation or embezzlement in the performance of duties
as an employee of the Company or willfully engaging in conduct
materially injurious to the Company and in violation of the
covenants contained in this Agreement, or (iii) gross misconduct,
including but not limited to, willful failure of Employee either
to (a) continue to obey lawful written instruction of the Board
after five (5) days notice in writing of Employee's failure to do
so and the Board's intention to terminate Employee if such
failure is not corrected, or (b) correct any conduct of Employee
which constitutes a material breach of this Agreement after
thirty (30) days notice in writing of Employee's failure to do so
and the Board's intention to terminate Employee if such
failure is not corrected. Employee agrees, upon the request of
the Board to submit to drug and alcohol testing. Employee's
failure to comply with such request, or failure to test
negatively for drugs or alcohol, shall also constitute Cause.
"Chairman" shall mean the individual designated by the Board
from time to time as its chairman.
"Change of Control" shall mean the occurrence of one or more
of the following three events:
(1) After the effective date of this Agreement, any person
becomes a beneficial owner (as such term is defined in Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as
amended) directly or indirectly of securities representing 33%
or more of the total number of votes that may be cast for the
election of directors of the Company;
(2) Within two (2) years after a merger, consolidation,
liquidation or sale of assets involving the Company, or a
contested election of a Company director, or any combination of
the foregoing, the individuals who were directors of the
Company immediately prior thereto shall cease to constitute a
majority of the Board; or
(3) Within two (2) years after a tender offer or exchange
offer for voting securities of the Company, the individuals who
were directors of the Company immediately prior thereto shall
cease to constitute a majority of the Board.
"Company" shall mean Rhino Enterprises Group, Inc., a Nevada
corporation, together with such parent compan(ies) and/or
subsidiaries of the Company as may from time to time exist.
"Disability" shall mean a written determination by a physician
mutually agreeable to the Company and Employee (or, in the event
of Employee's total physical or mental disability, Employee's
legal representative) that Employee is physically or mentally
unable to perform his duties of President under this Agreement
and that such disability can reasonably be expected to continue
for a period of six (6) consecutive months or for shorter periods
aggregating one hundred and eighty (180) days in any
twelve-(12)-month period.
"Employee" shall mean Xxxxxx X. Xxxxxxx and, if the context
requires, his heirs, personal representatives, and permitted
successors and assigns.
"Person" shall mean any natural person, incorporated entity,
limited or general partnership, business trust, association,
agency (governmental or private), division, political sovereign,
or subdivision or instrumentality, including those groups
identified as "persons" in 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended.
"President" shall mean the individual having responsibility to
the Board for
direction and management of the operational affairs of the
Company, subject to the control of the Chief Executive Officer of
the Company and the Board, and who reports and is accountable to
the Board and the Chief Executive Officer.
"Restricted Stock" shall mean the Company's common stock,
$.001 par value per share.
"Reorganization" shall mean any transaction, or any series of
transactions consummated in a 12-month period, pursuant to which
any Person acquires (by merger, acquisition, or otherwise) all or
substantially all of the assets of the Company or the then
outstanding equity securities of the Company and the Company is
not the surviving entity, the Company being deemed surviving if
and only if the majority of the Board of Directors of the
ultimate parent of the surviving entity were directors of the
Company prior to its organization.
"Territory" shall mean area which is within a ninety (90) mile
radius of any office of the Company or its affiliates.
2. Position, Responsibilities, and Term of Employment.
2.01 Position. Employee shall serve the Company as President
and in such additional management position(s) as the Board shall
designate. In this capacity Employee shall, subject to the Bylaws
of the Company, and to the direction of the Chief Executive
Officer and Board, serve the Company by performing such duties
and carrying out such responsibilities as are normally related to
the position of President in accordance with the standards of the
industry.
2.02 Best Efforts Covenant. Employee will, to the best of
his ability, devote his full professional and business time and
best efforts to the performance of his duties for the Company and
its subsidiaries and affiliates.
2.03 Exclusivity Covenant. Other than Employee's ownership of
and affiliation with Memorabilia & Antiquities, Inc., during the
Agreement's term, Employee will not, without the consent of the
Board, undertake or engage in any other employment, occupation or
business enterprise other than a business enterprise in which
Employee does not actively participate. Further, Employee agrees
not to acquire, assume, or participate in, directly or
indirectly, any position, investment, or interest in the
Territory adverse or antagonistic to the Company, its business or
prospects, financial or otherwise, or take any action towards any
of the foregoing. The provisions of this Section shall not
prevent Employee from owning shares of any competitor of the
Company so long as such shares (i) do not constitute more than 5%
of the outstanding equity of such competitor, and (ii), are
regularly traded on a recognized exchange or listed for trading
by NASDAQ in the over-the-counter market.
2.04 Post-Employment Noncompetition Covenant. Except with the
prior written consent of the Board, Employee shall not engage in
activities in the Territory either on Employee's own behalf or
that of any other business organization, which are in direct or
indirect competition with the Company for a period of one (1)year
subsequent to Employee's voluntary withdrawal from
employment with the Company (except for a termination pursuant to
a Change in Control) or the Company's termination of Employee's
employment for Cause. Employee and the Company expressly declare
that the territorial and time limitations contained in this
Section and the definition of "Territory" are entirely reasonable
at this time and are properly and necessarily required for the
adequate protection of the business and intellectual property of
the Company. If such territorial or time limitations, or any
portions thereof, are deemed to be unreasonable by a court of
competent jurisdiction, whether due to passage of time, change of
circumstances or otherwise, Employee and the Company agree to a
reduction of said territorial and/or time limitations to such
areas and/or periods of time as said court shall deem reasonable.
For a period of one year subsequent to Employee's voluntary
withdrawal from employment with the Company (except for a
termination pursuant to a Change in Control) or the Company's
termination of Employee's employment for Cause, Employee will not
without the express prior written approval of the Board (i)
directly or indirectly, in one or a series of transactions,
recruit, solicit or otherwise induce or influence any proprietor,
partner, stockholder, lender, director, officer, employee, sales
agent, joint venturer, investor, lessor, supplier, customer,
agent, representative or any other person which has a business
relationship with the Company or had a business relationship with
the Company within the twenty-four (24) month period preceding
the date of the incident in question, to discontinue, reduce, or
modify such employment, agency or business relationship with the
Company, or (ii) employ or seek to employ or cause any business
organization in direct or indirect competition with the Company
to employ or seek to employ any person or agent who is then (or
was at any time within six months prior to the date the Employee
or the competitive business employs or seeks to employ such
person) employed or retained by the Company. Notwithstanding the
foregoing, nothing herein shall prevent the Employee from
providing a letter of recommendation to an employee with respect
to a future employment opportunity.
2.05 Confidential Information. Employee recognizes and
acknowledges that the Company's trade secrets and proprietary
information and know-how, as they may exist from time to time
(collectively, "Confidential Information"), are valuable, special
and unique assets of the Company's business, access to and
knowledge of which are essential to the performance of Employee's
duties hereunder. Employee will not, during or after the term of
his employment by the Company, in whole or in part, disclose such
secrets, information or know-how to any Person for any reason or
purpose whatsoever, nor shall Employee make use of any such
property for his own purposes or for the benefit of any Person
(except the Company) under any circumstances during or after the
term of his employment, provided that after the term of his
employment these restrictions shall not apply to such secrets,
information and know-how which are then in the public domain
(provided that Employee was not responsible, directly or
indirectly, for such secrets, information or processes entering
the public domain without the Company's consent). Employee shall
have no obligation hereunder to keep confidential any
Confidential Information if and to the extent disclosure of any
thereof is specifically required by law; provided, however, that
in the event disclosure is required by applicable law, the
Employee shall provide the Company with prompt notice of such
requirement, prior to making any disclosure, so that the Company
may seek an appropriate protective order. Employee agrees to hold
as the Company's property all memoranda, books, papers, letters,
customer lists, processes, computer software, records, financial
information, policy and procedure manuals, training and
recruiting procedures and other data, and all copies thereof and
therefrom, in any way relating to the Company's business and
affairs, whether made by him or otherwise coming
into his possession, and on termination of his employment, or on
demand of the Company at any time, to deliver the same to the
Company. Employee agrees that he will not use or disclose to
other employees of the Company, during the term of this
Agreement, confidential information belonging to his former
employers.
Employee shall use his best efforts to prevent the removal of
any Confidential Information from the premises of the Company,
except as required in his normal course of employment by the
Company. Employee shall use his best efforts to cause all persons
or entities to whom any Confidential Information shall be
disclosed by him hereunder to observe the terms and conditions
set forth herein as though each such person or entity was bound
hereby.
2.06 Nonsolicitation. Except with the prior written consent
of the Board, Employee shall not solicit customers, clients, or
employees of the Company or any of its affiliates for a period of
twelve (12) months from the date of the expiration of this
Agreement. Without limiting the generality of the foregoing,
Employee will not willfully canvas, solicit nor accept any such
business in competition with the business of the Company from any
customers of the Company with whom Employee had contact during,
or of which Employee had knowledge solely as a result of, his
performance of services for the Company pursuant to this
Agreement. Employee will not directly or indirectly request,
induce or advise any customers of the Company with whom Employee
had contact during the term of this Agreement to withdraw,
curtail or cancel their business with the Company. Employee will
not induce or attempt to induce any employee of the Company to
terminate his/her employment with the Company.
2.07 Corporate Opportunity. If during the term of this
Agreement and for one year thereafter, Employee identifies, or
otherwise becomes aware of the identification by the Company of,
any Acquisition Opportunity, all rights in such Acquisition
Opportunity (as between the Company and Employee) shall belong
solely to the Company. As used herein, "Acquisition Opportunity"
means any entity engaged in the business in which the Company is
or actively proposes to engage in any territory in the world in
which the Company is conducting or proposes to conduct material
activities.
2.08 Records, Files. All records, files, drawings,
documents, equipment and the like relating to the business of the
Company which are prepared or used by Employee during the term of
his employment under this Agreement shall be and shall remain the
sole property of the Company.
2.09 Work for Hire. Employee agrees that every improvement,
invention, process, apparatus, method, design, and any other
creation that Employee may invent, discover, conceive, or
originate by himself or in conjunction with any other Person
during the term of Employee's employment under this Agreement
[that relates to the business carried on by the Company during
the term of Employee's employment under this Agreement] shall be
treated as a "work for hire" and shall be the exclusive property
of the Company. In this regard, Employee hereby disclaims any and
all interest in such items which Employee might otherwise enjoy.
Employee agrees to disclose to the Company every patent
application, notice of copyright, or other action taken by
Employee or any affiliate or assignee to protect intellectual
property during the 12 months following Employee's termination of
employment at the Company, for whatever reason, so that the
Company may
determine whether to assert a claim under this Section or any
other provision of this Agreement.
2.10 Equitable Relief. Employee acknowledges that his
services to the Company are of a unique character which give them
a special value to the Company. Employee further recognizes that
violations by Employee of any one or more of the provisions of
this Section 2 may give rise to losses or damages for which the
Company cannot be reasonably or adequately compensated in an
action at law and that such violations may result in irreparable
and continuing harm to the Company. Employee agrees that,
therefore, in addition to any other remedy which the Company may
have at law and equity, including the right to withhold any
payment of compensation under Section 4 of this Agreement, the
Company shall be entitled to injunctive relief to restrain any
violation, actual or threatened, by Employee of the provisions of
this Agreement. In this regard, Employee expressly recognizes
and acknowledges that the terms and conditions of this Section 2
above are:
(a) reasonable to time and area;
(b) necessary to protect legitimate business of the Company;
and
(c) not unduly burdensome to Employee.
2.11 Severability. If any provision of this Section 2 or any
other provision of this Agreement is held by a court of competent
jurisdiction to be illegal, invalid or unenforceable under
present or future laws effective during the term hereof or any
restricted period, or any such provisions are held to be
unreasonable with respect to length of time, geographical area or
areas or activities to be restrained, such provisions shall be
construed to operate for such period of time or such geographical
area or areas and in respect of such activities as such court
shall determine to be the maximum reasonable restraint under the
circumstances, and the parties agree to submit such question or
questions to such court in the event such determination of
unreasonableness is held by such court. Additionally, if any
other provisions of this Agreement shall be construed and
enforced as illegal, invalid or unenforceable, such provision
shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never compromised a part hereof, and
the remaining provisions of this Agreement shall remain in full
force and effect and shall not be effected by the severance of
illegal, invalid or unenforceable provision or provisions.
3. Compensation.
3.01 Minimal Annual Compensation. The Company shall pay to
Employee for the services to be rendered hereunder a base salary
at an annual rate of Eighty Four Thousand Dollars ($84,000)
("Minimum Annual Compensation"). There shall be an annual review
for merit by the Board and an increase as deemed appropriate to
reflect the value of services by Employee. At no time during the
term of this Agreement shall Employee's annual base salary fall
below Minimum Annual Compensation. In addition, if the Board
increases Employee's Minimum Annual Compensation at any time
during the term of this Agreement, such increased Minimum Annual
Compensation shall become a floor below which Employee's
compensation shall not fall at any future time during the term of
this Agreement and shall become Minimum Annual Compensation.
Employee's salary shall be payable in periodic installments in
accordance with the Company's usual practice for similarly
situated employees of the Company.
3.02 Incentive Compensation. In addition to Minimum Annual
Compensation, Employee shall be entitled to receive payments
under the Company's incentive compensation and/or bonus program
(s) (as in effect from time to time), if any, in such amounts as
are determined by the Company to be appropriate for similarly
situated employees of the Company. Any incentive compensation
which is not deductible in the opinion of the Company's counsel,
under Section 162(m) of the Internal Revenue Code of 1986, as
amended, shall be deferred and paid, without interest, in the
first year or years when and to the extent such payment may be
deducted, Employee's right to such payment being absolute,
subject only to the provisions of Section 4.03.
3.03 Participating in Benefits. Employee shall be entitled
to all Benefits for as long as such Benefits may remain in effect
and/or any substitute or additional Benefits made available in
the future to similarly situated employees of the Company,
subject to and on a basis consistent with the terms, conditions
and overall administration of such Benefits adopted by the
Company. Benefits paid to Employee shall not be deemed to be in
lieu of other compensation to Employee hereunder as described in
this Section 3.
3.04 Specific Benefits.
During the term of this Agreement (and thereafter to the
extent this Agreement shall require):
(a) Employee shall be entitled to three (3) weeks of paid
vacation time per year, to be taken at times mutually acceptable
to the Company and Employee.
(b) The Company shall provide fully paid accident and health
insurance for Employee and his family with limits and extent of
coverage similar to that provided by Employee's previous
employer.
(c) The Company shall obtain at its expense (subject to
Employee's insurability) an insurance policy on the life of
Employee, subject to the last sentence of this Section 3.04(c),
in the face amount of $500,000 that provides it is fully funded
after no more than five (5) years of premium payments. Employee
shall have the exclusive right to designate the beneficiaries of
such policy and change such beneficiaries from time to time. Such
policy and the proceeds and cash value thereof shall be the sole
property of Employee and the Company shall not retain any benefit
therein. The Company shall not be obligated to pay premiums for
such insurance in excess of $500 per annum.
(d) Employee shall be entitled to sick leave benefits during
the employment period in accordance with the customary policies
of the Company for its executive officers, but in no event less
than ten (10) per year. In the event of Employee's Disability,
disability insurance shall provide for the payment of Employee's
Minimum Annual Compensation for a period of not less than one (1)
year from the date of Disability.
(e) In recognition of the necessity of the use of an
automobile to the efficient and expeditious performance of
Employee's services, duties and obligations to and on behalf of
the Company, the Company shall pay to the Employee an automobile
allowance of $500 per month.
(f) In addition to the vacation provided pursuant to Section
3.04(a) hereof, Employee shall be entitled to not less than ten
(10) paid holidays (other than weekends) per year, generally on
such days on which the New York Stock Exchange is closed to
trading.
(g) Employee shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him (in
accordance with the policies and procedures established by the
Company or the Board for the similarly situated employees of the
Company) in performing services hereunder.
(h) The Company shall pay the reasonable costs of
preparation, by a professional of Employee's choosing, of
Employee's annual and estimated federal income tax returns.
(i) The Company shall pay the reasonable costs of Employee's
personal financial planning by a professional of Employee's
choosing.
(j) Employee shall be eligible to participate during the
Employment Period in Benefits not inconsistent or duplicative of
those set forth in this Section 3.04 as the Company shall
establish or maintain for its employees or executives generally.
4. Termination.
4.01 Termination by Company for Other Than Cause. If during
the term of this Agreement the Company terminates the employment
of Employee and such termination is not for Cause, then, subject
to the provisions of Section 2.09, the Company shall pay to
Employee an amount equal to the monthly portion of Employee's
Minimum Annual Compensation multiplied by the greater of twenty-
four (24) or the number of months remaining in the term of this
Agreement (the "Severance Period") until such time as Employee
shall become reemployed in a position, in the Dallas metroplex
area, consistent with Employee's experience and stature. If
Employee obtains such a position but Employee's annual
compensation shall be less than the Minimum Annual Compensation,
then the difference shall be paid to Employee for the balance of
the Severance Period. Such difference shall be calculated as
follows: The difference between Employee's Minimum Annual
Compensation for any year, or lesser period, in which this
Agreement would have been in effect and the annualized
compensation payable to Employee in his new position during such
period shall be payable in the same manner as the Minimum Annual
Compensation was paid prior to termination over the period of
such reemployment during such period. If the Employee's
employment in a new position shall terminate, then for the
purposes of this Paragraph 4.01 Employee shall be entitled to
continuation of the Minimum Annual Compensation until he shall
again become reemployed, in which case only the difference shall
be payable as aforesaid; and so on. If the Employee's employment
shall terminate as aforesaid or if the Employee's reemployment in
a new position shall terminate, Employee shall use his best
efforts to become reemployed as soon as reasonably possible in a
position in the Dallas Metroplex consistent with Employee's
experience and stature.
The Company shall pay to Employee, such compensation set forth
in this paragraph 4.01 under the same terms as the Minimum Annual
Compensation shall be paid under paragraph 3.01, up to a maximum
of two (2) years.
4.02 Constructive Discharge. If the Company fails to
reappoint Employee to (or rejects Employee for) the position or
positions listed in Section 2.01, fails to comply with the
provisions of Section 3, or engages in any other material breach
of the terms of this Agreement, Employee may at his option
terminate his employment and such termination shall be considered
to be a termination of Employee's employment by the Company for
reasons other than "Cause."
4.03 Termination by the Company for Cause. The Company shall
have the right to terminate the employment of Employee for Cause.
Effective as of the date that the employment of Employee
terminates by reason of Cause, this Agreement, except for
Sections 2.04 through 2.09, shall terminate and no further
payments of the Compensation described in Section 3 (except for
such remaining payments of Minimum Annual Compensation under
Section 3.01 relating to periods during which Employee was
employed by the Company) Benefits which are required by
applicable law to be continued, and reimbursement of prior
expenses under Section 3.04) shall be made.
4.04 Change in Control. If any time during the term of this
Agreement there is a Change of Control and Employee's employment
is terminated by the Company for reasons other than "Cause"
within the greater of one (1) year following the "Change in
Control" or the remaining term of this Agreement, the Company
shall pay to Employee an amount equal to the monthly portion of
Employee's Minimum Annual Compensation multiplied by thirty-six
(36). This amount shall be paid to Employee in one lump sum as
soon as practicable, but in no event later than sixty (60) days,
after the date that Employee's employment terminated. To the
extent that Employee is not fully vested in retirement Benefits
from any pension, profit sharing or any other retirement plan or
program (whether tax qualified or not) maintained by the Company,
the Company shall pay directly to Employee the difference between
the amounts which would have been paid to Employee had he been
fully vested on the date that his employment terminated and the
amounts actually paid or payable to Employee pursuant to such
plans or programs.
4.05 Termination on Account of Employee's Death.
(a) In the event of Employee's death during the term of this
Agreement:
(1) This Agreement shall terminate except as provided in this
Section; and
(2) The Company shall pay to Employee's beneficiary or
beneficiaries (or to his estate if he fails to make such
designation) an amount equal to the monthly portion of
Employee's Minimum Annual Compensation as in effect on the date
of his death multiplied by the greater of twenty-four (24) or
the number of months which would have otherwise remained in the
term of this Agreement had Employee not died. This amount shall
be paid in one lump sum as soon as practicable after the date
of his death.
(b) Employee may designate one or more beneficiaries for the
purposes of this Section by making a written designation and
delivering such designation to a Vice President or the Treasurer
of the Company. If Employee makes more than one such written
designation, the designation last received before Employee's
death shall control.
4.06 Termination on Account of Employee's Disability. If
Employee ceases to perform services for the Company because he is
suffering from a medically determinable disability and is
therefore incapable of performing such services, the Company
shall continue to pay Employee an amount equal to two-thirds
(2/3) of Employee's Minimum Annual Compensation as in effect on
the date of Employee's cessation of services by reason of
disability less any amounts paid to Employee as Workers
Compensation, Social Security Disability benefits (or any other
disability benefits paid to Employee as federal, state, or local
disability benefits) and any amounts paid to Employee as
disability payments under any disability plan or program for a
period ending on the earlier of: (a) the date that Employee again
becomes employed in a significant manner and on a substantially
full-time basis; (b) the date that Employee attains normal
retirement age, as such age is defined in a retirement plan
maintained by the Company; or (c) Employee begins to receive
retirement benefits from a retirement plan maintained by the
Company.
5. Stock Options.
5.01 Amount of Stock. In accordance with the provisions of
the Company's Incentive Stock Option Plan (the "Plan") and the
specific authorization of the Board, the Company hereby grants to
Employee, subject to all of the terms and conditions of the Plan
and this Agreement, an option to acquire 250,000 shares of the
Company's common stock ("Option Stock") at an exercise price of
$.25 per share, which Option shall expire five (5) years from the
date of vesting.
5.02 Vesting. The Option to acquire the Option Stock granted
in Section 5.01 shall vest in fifty-nine (59) equal, consecutive
monthly increments of 4,165 shares each on the first day of each
month beginning with November, 1999 and ending with September,
2004 and one increment of 4,265 on the first day of October,
2004. Notwithstanding anything to the contrary contained in this
Agreement, all Options to acquire Option Stock shall irrevocably
vest thirty (30) calendar days prior to the scheduled
consummation of a Change of Control or upon a Board decision to
accelerate vesting.
5.03 Tax Changes. If any change(s) in the Federal income tax
laws materially affect the tax treatment of Employee with respect
to the Option or the Option Stock, the parties agree to negotiate
in good faith to reach an agreement which will take advantage of,
or minimize the disadvantages of, such changes.
6. Miscellaneous.
6.01 Assignment. This Agreement and the rights and
obligations of the parties hereto shall bind and inure to the
benefit of each of the parties hereto and shall also bind and
inure to the benefit of any successor or successors of the
Company in a reorganization, merger or consolidation and any
assignee of all or substantially all of the Company's business
and properties, but, except as to any such successor of the
Company, neither this Agreement nor any rights or
benefits hereunder may be assigned by the Company or Employee.
6.02 Initial Term and Extensions. Except as otherwise
provided, the term of this Agreement shall be three (3) years
commencing with the effective date hereof. On the third
anniversary of the effective date, and on each subsequent annual
anniversary of the effective date thereafter, the Agreement shall
be automatically extended for an additional year unless either
party notifies the other in writing more than 90 days prior to
the relevant anniversary date that the Agreement is no longer to
be extended.
6.03 Governing Law. This Agreement shall be construed in
accordance with and governed for all purposes by the laws of the
State of Texas, and proper venue for any dispute hereunder shall
be the courts of Dallas County, Texas.
6.04 Interpretation. In case any one or more of the
provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any
other provisions of this Agreement, but this Agreement shall be
construed as if such invalid, illegal or unenforceable provision
had never been contained herein.
6.05 Notice. Any notice required or permitted to be given
hereunder shall be effective when received and shall be
sufficient if in writing and if personally delivered or sent by
prepaid cable, telex or registered air mail, return receipt
requested, to the party to receive such notice at its address set
forth at the end of this Agreement or at such other address as a
party may by notice specify to the other.
6.06 Amendment and Waiver. This Agreement may not be
amended, supplemented or waived except by a writing signed by the
party against which such amendment or waiver is to be enforced.
The waiver by any party of a breach of any provision of this
Agreement shall not operate to, or be construed as a waiver of,
any other breach of that provision nor as a waiver of any breach
of another provision.
6.07 Binding Effect. Subject to the provisions of Section 4
hereof, this Agreement shall be binding on the successors and
assigns of the parties hereto.
All obligations of Employee with respect to any Shares covered
by this Agreement shall, as the context requires, bind Employee's
spouse and the divorce or death of such spouse shall not vitiate
the binding nature of such obligation.
6.08 Survival of Rights and Obligations. All rights and
obligations of Employee or the Company arising during the term of
this Agreement shall continue to have full force and effect after
the termination of this Agreement unless otherwise provided
herein.
RHINO ENTERPRISES GROUP, INC.,
a Nevada corporation
By:/s/XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Chief Operating Officer
EMPLOYEE
/s/XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, an individual
