EXHIBIT 10.2
EMPLOYEE AGREEMENT -- XXXX XXXXX
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement"), is by and between
XxxxXxx.xxx, Inc. (the "Company"), and Xxxx Xxxxx, an individual ("Employee").
RECITALS
A. Company is engaged in the business of operating a notary signing
service for mortgage companies.
B. Company desires to employ Employee as its President and Employee
desires to accept this employment subject to the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto hereby agree as follows:
AGREEMENT
1. Term and Duties. Company hereby employs Employee as President for a term of
seven (7) years commencing on the effective date indicated above. Employee
shall use his abilities to manage the affairs of the company with the
approval of the board of directors.
2. It is understood that Employee's employment hereunder shall be on a
part-time basis and Employee shall devote such time and attention to the
business of Employer as shall be required to perform the required services
and duties, as directed by board of directors.
3. Compensation. Employee shall receive no salary in connection with this
agreement. Employee shall be reimbursed for all expenses reasonably arising
from the operations of Employer. Additional consideration is outlined in
Exhibit B-1.
4. Disability of Employee.
4.1 Employee shall be considered disabled if, due to illness or injury,
either physical or mental, Employee is unable to perform Employee's
customary duties as an employee of Company for more than thirty (30)
days in the aggregate out of a period of twelve (12) consecutive
months. The determination that Employee is disabled shall be made by
the Company, based in part upon a physician's certification from a
physician selected by the Company and reasonably satisfactory to
Employee. Employee agrees to timely submit to any required medical or
other examination.
4.2 If Employee is determined to be disabled, Company shall have the
option to terminate this Agreement in its entirety upon fourteen (14)
days' written notice to Employee stating the date of termination,
which date may be any time selected by Company, but after the date of
the notice.
5. Termination.
5.1 Employee shall be employed for a term commencing on the Effective
Date and ending seven (7) years thereafter. Thereafter, the
employment term shall continue on an at will basis until terminated
at the option of either party upon thirty (30) days' prior written
notice.
5.2 Employee shall only be terminable prior to the termination of this
seven year term in the event Company is able to prove in a court of
competent jurisdiction that Employee has taken intentional unlawful
acts which were intended to materially and adversely effect the
operations of Employer.
6. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto their respective devisees, legatees, heirs,
legal representatives, successors, and permitted assigns. The preceding
sentence shall not affect any restriction on assignment set forth elsewhere
in this Agreement.
7. Notices. Any notice, request, demand, or other communication given
pursuant to the terms of this Agreement shall be deemed given upon
delivery, if hand delivered, or forty-eight (48) hours after deposit in
the United States mail, postage prepaid, and sent certified or registered
mail, return receipt requested, correctly addressed to the addresses of
the parties indicated in the signature page of this Agreement.
8. Assignment. Subject to all other provisions of this Agreement, any
attempt to assign or transfer this Agreement or any of the rights conferred
hereby, by judicial process or otherwise, to any person, firm, Company, or
corporation without the prior written consent of the other party, shall be
invalid, and may, at the option of such other party, result in an incurable
event of default resulting in termination of this Agreement and all rights
hereby conferred.
9. Entire Agreement. Except as provided herein, this Agreement, including
exhibits, contains the entire agreement of the parties, and supersedes all
existing negotiations, representations, or agreements and all other oral,
written, or other communications between them concerning the subject matter
of this Agreement. There are no representations, agreements, arrangements,
or understandings, oral or written, between and among the parties hereto
relating to the subject matter of this Agreement that are not fully
expressed herein.
10. Severability. If any provision of this Agreement is unenforceable, invalid,
or violates applicable law, such provision, or unenforceable portion of
such provision, shall be deemed stricken and shall not affect the
enforceability of any other provisions of this Agreement.
11. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.
12. Modification. No change, modification, addition, or amendment to this
Agreement shall be valid unless in writing and signed by all parties
hereto.
13. Attorneys' Fees. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration,
the prevailing party shall be reimbursed by the non-prevailing party for
all reasonable expenses incurred in resolving such dispute, including
reasonable attorneys' fees exclusive of such amount of attorneys' fees as
shall be a premium for result or for risk of loss under a contingency fee
arrangement.
14. Taxes. Any income taxes required to be paid in connection with the
payments due hereunder, shall be borne by the party required to make such
payment. Any withholding taxes in the nature of a tax on income shall be
deducted from payments due, and the party required to withhold such tax
shall furnish to the party receiving such payment all documentation
necessary to prove the proper amount to withhold of such taxes and to prove
payment to the tax authority of such required withholding.
15. Not for the Benefit of Creditors or Third Parties. The provisions of
this Agreement are intended only for the regulation of relations among the
parties. This Agreement is not intended for the benefit of creditors of the
parties or other third parties and no rights are granted to creditors of
the parties or other third parties under this Agreement. Under no
circumstances shall any third party, who is a minor, be deemed to have
accepted, adopted, or acted in reliance upon this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"Company" "Employee"
XXXXXXX.XXX, INC. XXXX XXXXX
By /s/ Xxxxxxxxx Xxx /s/ Xxxx Xxxxx
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Its: Vice President
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