EXECUTIVE EMPLOYMENT AGREEMENT
EXHIBIT
10.61
This
Executive Employment Agreement ("Agreement ") is made and effective this 23rd Day
of March 2010 by and between Delta Mutual, Inc., a Delaware Corporation
("Company") and Xxxxxxx X. Xxxxxxx (the Executive") to serve as Executive Vice
President, and Vice Chairman of the Board.
Company
desires to employ Executive and Executive desires to enter into the employ of
Company in such capacity and on the terms and conditions contained in this
Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
parties, intending to be legally bound, agrees as follows:
1. EMPLOYMENT.
Company
hereby agrees to employ Executive as it Executive Vice President and as well as
serving as its Vice Chairman of the Board of Directors and Executive hereby
accepts such employment in accordance with the terms of this Agreement and the
terms of employment applicable to employees of Company, in general. In the event
of any conflict or ambiguity between the terms of this Agreement and terms of
employment applicable to employees of the Company in general, the terms of this
Agreement shall prevail. Executive hereby represents and warrants the he knows
of no reason why he is not physically capable of performing his obligations
under this Agreement in accordance with its terms.
2. DUTIES OF
EXECUTIVE.
Executive
shall have such powers and duties as are commensurate with those positions as
described in Company's bylaws and as may be assigned to him by the Board of
Directors ("the Board")
3. COMPENSATION.
For all
services rendered by Executive in any capacity required hereunder during the
terms of the Agreement, including, without limitation, services as an employee,
officer, director, or member of any committee of Company, or any subsidiary,
affiliate or division thereof, Executive shall be compensated as
follows:
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A.
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A
fixed salary of $ 350,000.00 (Three hundred and Fifty thousand dollars)
per year (base salary), payable in accordance with the customary payroll
practices of Company, but in no event less frequently than monthly. The
base salary shall be reviewed not later than the end of each calendar year
that Executive is employed by the Company. Company may directly
or
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B.
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indirectly
withhold from any payments made under the Agreement all Federal, state,
city, local or other taxes as shall be required pursuant to law or
governmental regulation or ruling.
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C.
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BONUS.
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Executive
shall be included, in a manner consistent with his position, in any Bonus
system, bonus pool, incentive compensation. Profit sharing, deferred
Compensation or similar plan or program for senior executives, officers or
Employees that may be implemented from time to time by the Board.
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D.
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Stock
Options:
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Executive
shall be included in a manner consistent with his position, in any Stock option,
stock incentive program, stock bonus pool, stock incentive Compensation,
deferred stock compensation or similar plan or program for Senior executives,
officers of the Company in general that may be established From time to time by
the Board.
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E.
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Additional
Benefits
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Except as
modified by this Agreement, Executive shall be entitled to
Included
in any Company's group health insurance plan and any other benefit plans
(including pension or retirement plans) as are made available to Executives
and/or the employees of Company in general. Notwithstanding the foregoing,
nothing in this Agreement shall preclude the amendment or termination of
Company's group health insurance plan or any other benefit plan or program,
provided that such amendment or termination is applicable to all the employees
of Company. In addition, Executive shall be entitled to not less than fifteen
(15) days of paid vacation per calendar year during the period of this Agreement
is in effect. The carry-over of any unused vacation days will be governed by and
in accordance with Company policy.
F.
Business Expenses:
Company
shall pay or reimburse Executive for all reasonable necessary and usual business
expenses incurred by Executive in connection with the performance of his duties
and obligations under this Agreement, subject to Executive's presentation of
appropriate documentation and receipts and in accordance with such procedures as
Company may from time to time establish for its executives, consistent with the
need to preserve any deductions to which Company may be entitled for Federal tax
purposes.
4. Terms
and Termination:
This
agreement shall commence on March 23"I.of the
year 2010 and shall continue in effect for a period of 5 (five) years (the
"initial term"). Thereafter, the Initial Term shall be extended for additional
two-year periods (the "Additional Term"). If neither party has given the other
party notice of termination at least ninety (90) days prior to the end of the
Initial Term of the then current Additional Term.
B
Performance benefits:
Executive
shall be eligible for additional compensation from the Company based on his
ability to provide through his efforts an increase in Corporate profits as
defined under existing accounting practices, which cause an increase in any
quarter filings which demonstrate an increase over and above the corresponding
quarter filings of the year 2005 during the first year of this agreement. For
the second year of this agreement the bonus shall be computed on the quarterly
reports of the company for the year 2006, for the third year of the contract,
the bonus shall be based on the performances of the quarterly reports of the
year 2007 and the 4th.year of
the agreement, the bonus shall be based on the Quarterly reports of the year
2008.and continue the same for the quarterly filings for the years 2009. Each
subsequent year of this agreement. Such bonus shall pooled with other senior
executives be computed as a total pool equal to Fifteen per cent (15 %) of the
net profits as provided in any 10Q (or 10K) as filed to the SEC. Such sums are
due and payable to the Executive within 10 days of said filings to the SEC. The
Board of Directors is responsible for the selection of the % of the pool to be
apportioned between the so described Senior Executives
Any
notice required by this Agreement or given in connection with it, shall be in
writing and shall be given to the appropriate party by personal delivery or by
certified mail, postage prepaid, or any recognized overnight delivery
services;
Delivery
or by certified mail, postage prepaid, or any recognized overnight delivery
services:
If to the
Company: Delta Mutual, Inc.
14362 N.
Xxxxx Xxxxx Xxxxxx Blvd. #2105 Xxxxxxxxxx, Xx. 00000
If to the
Executive:
Xxxxxxx
X. Xxxxxxx 0000 X. Xxxxxxxxx Xxxx. Scottsdale, AZ. 85260
Final
Agreement:
This
Agreement supersedes all prior understandings or agreements (whether written or
oral) between Executive and Company or any of its subsidiaries and affiliates
and sets for the entire understanding between the parties with respect to the
subject matter hereof. This Agreement may not be modified except by written
amendment duly executed by both parties.
Governing
Law:
This
Agreement shall be construed and enforced in accordance with the laws of state
of Delaware
Severability:
If any
provision of this Agreement or application thereof to anyone or under any
circumstances is adjudicated to be invalid or unenforceable in any jurisdiction,
then this Agreement, including all of the remaining terms, will remain in full
force and effect as if such invalid or unenforceable provision had never been
included.
Arbitration:
The
parties agree that they will use their best efforts to amicably resolve and
dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association in the
state of Arizona in the county of Maricopa and judgment upon the award rendered
by the arbitrator or arbitrators may be entered in any court having jurisdiction
thereof.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
DELTA
MUTUAL, INC.
BY: /s/ Xx. Xxxxxx
Xxxxxxx
President,
CEO and Chairman of the Board
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By:
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Xxxxxxx
X. Xxxxxxx
Date :
March 23, 2010
