EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 29th day of July 1998, by and between OPEC, Corp.
(hereinafter called "Company") and Xxxxxx X. Xxxxxx (hereinafter called
"Employee") shall be effective as of August 1, 1998
RECITALS:
WHEREAS, The Company, desires to enter into an employment relationship with
Employee pursuant to the terms and conditions set forth herein; and
WHEREAS, Employee is willing to accept such employment with the Company,
pursuant to the terms and conditions set forth in this Agreement; and
NOW THEREFORE, the Parties hereto, in consideration of the mutual covenants and
promises hereinafter contained, do hereby agree as follows:
TERMS
1. EMPLOYMENT DUTIES. The Company hereby employs Employee to perform the
following duties as the Vice President of the Company.
a. Perform all duties of Vice President as described in the Bylaws of the
corporation, to supervise the management of the day to day affairs of
the Company, the hiring of personnel, the bidding and negotiation of
construction contracts, the satisfactory completion of construction
projects, the acquisition of equipment and to carry out any other
duties assigned to him by the President and Board of Directors of the
Company.
b. To serve as a Director of the Company.
2. PERFORMANCE. Employee agrees to devote reasonable time and effort necessary
to perform the duties described in Section 1 above in a manner satisfactory
to the Company and to perform such other duties as are assigned to him from
time to time by the Board of Directors of the Company.
3. TERM. Except as provided in Section 7 below, the term of this Contract
shall be five (5) years from the effective date hereof. This Agreement
shall automatically renew for periods of one year, unless earlier
terminated in accordance with the provisions of Section 7 below or either
party gives written notice, at least thirty days (30) prior to the
automatic renewal date, of their intention not to renew this Agreement.
4. COMPENSATION.
a. In consideration for the services to be rendered by Employee in his
capacity hereunder, Employee shall be compensated as follows:
An annual salary of Ninety Thousand & 00/100 Dollars ($90,000), which
shall be payable in equal installments based on the Company's normal
pay periods.
b. A bonus of Forty Thousand & 00/100 Dollars ($40.000), if the Company,
under Employee's management, achieves those revenue and profit goals
as approved by the Board of Directors at the beginning of each fiscal
year. Such bonus shall be payable within 30 days after the end of each
fiscal year.
c. Employees salary, may be adjusted by mutual consent of the parties at
any time during the term of this contract or any subsequent extension
hereof. In addition, the Company may provide other employment benefits
as per Section 5 below.
5. EMPLOYEE BENEFITS. The Company, at its sole discretion, may provide certain
group benefits to all full time employees and agrees that Employee will be
covered by any such plans adopted by the Company while he is a full time
employee and Employee hereby agrees to submit to any medical or other
examination and to execute and deliver any application or other instrument
in writing, reasonably necessary to effectuate such plans and benefits.
6. EXPENSES. The Company will reimburse the employee for all reasonable and
necessary business expenses which are approved in advance by the Company.
7. TERMINATION. Employment under this Agreement may be terminated as follows:
a. DEATH/EXPIRATION OF THIS AGREEMENT WITHOUT RENEWAL. By Employees death
or upon the expiration of the term of this Agreement and the Company
shall be obligated, in either event, to pay Employee his annual
salary, a prorated bonus and benefits actually due Employee up to the
actual date of death or expiration of the Agreement.
b. TOTAL DISABILITY. For the purpose of this Agreement, the term "total
disability" means Employee's inability, because of serious physical
and/or mental injury, illness or impairment, certified by a licensed
medical doctor and by whatever supporting documents are requested by
the Company, to perform his assigned duties for more than Ninety (90)
consecutive days; and the Company shall be obligated, in that event,
to pay Employee his annual salary, a prorated bonus and benefits
actually due up to the date of disability.
c. EMPLOYEE NOTICE. At the election of Employee upon thirty (30) days
written notice to Company and the Company shall only be obligated, in
that event, to pay Employee their normal compensation up to the actual
date of termination and benefits actually due Employee up to the date
of termination. Upon receipt of such notice from Employee the Company,
at its sole discretion, may terminate this Agreement immediately and
pay Employee his annual salary, a prorated bonus and benefits actually
due Employee up to such date of termination as hereby invoked by the
Company.
d. WITH CAUSE. Employee's employment may be terminated for cause at any
time upon five (5) days written notice. For the purpose of this
Agreement "for cause" is defined to include, but not be limited to the
following: (i) willful, malicious and grossly negligent acts by
Employee having the effect or causing significant harm to the business
interests of The Company; (ii) the failure of Employee to devote
reasonable time, energies and efforts to the performance of his
duties; (iii) the conviction of Employee of any felony crime involving
an act of moral turpitude; (iv) the violation of any specific written
direction of the Board of Directors relating to services to be
rendered by him or the scope of his duties as contemplated by this
Agreement; (v) the commission by Employee of any other material breach
of this Agreement, and to the extent that this act is curable,
Employee has not cured it within five (5) business days following
receipt of notice of said material breach. Any notice to Employee
shall specify the facts and circumstances claimed to provide the basis
for such termination. In the event of termination of this Agreement
under this section, the Company shall only be obligated to pay
Employee his compensation, and benefits earned or due up to the actual
date of termination.
e. DEFAULT. Employee shall have the option to immediately terminate this
agreement if the Company fails to comply with the terms and conditions
of this Agreement, but only if such default or breach of this
Agreement is not caused, directly or indirectly, by Employee in his
managerial and fiduciary capacity under this Agreement, whereby
Employee's, intentional or unintentional, acts have caused the
Company, through lack of work or excess expenditures, to be unable to
meet its financial obligations under this Agreement, Upon failure of
the Company to meet any of its obligations due Employee under this
Agreement or there is any other material breach of this Agreement, and
to the extent that it is curable, Employee shall give written notice
to the Company and shall specify the facts and circumstances claimed
to be as breach of this Agreement. The Company shall have five (5)
business days following receipt of such written notice of said
material breach to cure such breach. If said breach is not cured by
the Company within such time period than it shall be deemed as if the
Company has terminated this Agreement "Without Cause" and Employee
shall be entitled to all amounts due hereunder as if the Agreement had
not been terminated.
8. AGREEMENT NOT TO COMPETE. Employee hereby agrees and stipulates that he
shall not compete, in the cable construction business or any other business
engaged in by the Company, the Company's parent corporation, World's Fare,
Inc. or any of its subsidiaries or affiliates, either directly or
indirectly, or compete in any other way with the business opportunities of
any of these entities, for any period that he is receiving any compensation
from the Company under this Agreement and not less than one (1) years from
the date of any termination of this Agreement as provided in Section 7 of
this Agreement, without the express written permission of the Company.
Employee hereby further acknowledges, agrees and stipulates, that he has
received fair and adequate consideration, in the form of stock and or cash,
in exchange for this Agreement.
9. PROPRIETARY INFORMATION. Employee shall treat as information proprietary to
the Company any and all data and/or information discovered and/or disclosed
and shall not, directly or indirectly, use any such information and/or data
for his own benefit or disclose or fail to use its best efforts to prevent
the disclosure of the same to any other person or entity for any purpose or
reason whatsoever, during the term of this Agreement or at any time
thereafter.
10. PROPRIETARY INFORMATION DEFINED. Proprietary information includes but is
not limited to unique concepts, products, services, company/corporate
strategy and business development, including plans relating to this
acquisition, expansion, marketing, financials, client lists and other
business information, operating information, policies, practices and
processes, database and networking systems, information relating to
employees, customers, prospective customers and suppliers, whether such
information is documented, contained electronically and/or contained on any
other medium.
11. REPRODUCTION OF PROPRIETARY INFORMATION. Employee stipulates that he will
not, at any time, make any reproduction, copy, abstract, summary and/or
precis of the whole or of any part of any Proprietary Information without
the prior express written consent of the Company, in which case said
reproduction, copy, abstract, summary and/or precis shall remain the
property of the Company.
12. CONFIDENTIALITY. Employee stipulates that he shall keep any and all
Proprietary Information obtained, during the term of this Agreement or any
time thereafter, in the strictest of confidence and secrecy.
13. NON-DISCLOSURE. Employee stipulates that he shall not, during the term of
this Agreement or any time thereafter, in any way or by any means,
disclose, disseminate and /or distribute any Proprietary Information to any
third party without the prior express written consent of the Company.
14. NON-CIRCUMVENTION. Employee stipulates that he shall not, during the term
of this Agreement or any time thereafter, in any way or by any means
implement and /or use any Proprietary Information, circumvent, usurp an
opportunity, take advantage of and/or benefit from, through the exclusion
of the Company, any Proprietary Information obtained.
15. INJUNCTIVE RELIEF. The Employee recognizes and agrees that, a breach of
this Agreement will cause irreparable harm to the Company and no amount of
monetary damages can adequately compensate the Company for the injury that
would be caused by said breach. Accordingly, Employee hereby stipulates
that should the Company have a good faith reason to believe that Employee
is breaching or taking steps to breach any material provision of this
Agreement then the Company shall be entitled to immediate issuance of an
ex-parte temporary restraining order, by a Court, enjoining the Employee
from engaging in the opposed activities.
16. WAIVER. A Party's failure to insist on compliance or enforcement of any
provision of this Agreement shall not effect the validity or enforceability
or constitute a waiver of future enforcement of that provision or any other
provision of this Agreement by that Party or any other party.
17. LAW, JURISDICTION AND VENUE. This Agreement shall in all respects be
exclusively subject to, and governed by, the laws of the state of Colorado.
Exclusive venue and jurisdiction for any and all disputes shall lie in El
Paso County, Colorado. The Parties hereto stipulate that any dispute
arising out of this Agreement shall be submitted to binding arbitration in
Colorado pursuant to the arbitration rules and regulations, as codified in
the American Arbitration Association.
18. VALIDITY. The invalidity or unenforceability of any provision in this
Agreement shall not in any way effect the validity or enforceability of any
other provision and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision had never been in this Agreement.
19. NOTICE. All notices and other communications provided for or permitted
hereunder shall be made by hand - delivery, overnight courier, certified or
registered mail, postage prepaid and return receipt requested, telex or
facsimile transmission.
If to the Company If to Employee
----------------- --------------
5930 Paonia Ct., ______________________
Xxxxxxxx Xxxxxxx, XX 00000 ______________________
Fax: 000-000-0000 Fax:__________________
All such notices shall be deemed to have been duly given:
when delivered, by hand if personally delivered; and
the next day, after being sent by overnight courier; and
when received, if by mail; and
when received (as electronically acknowledged), if by facsimile
transmission.
20. AMENDMENTS. This Agreement may be amended, at any time, only by the written
mutual consent of the Parties hereto, with any such Amendment to be invalid
unless it is both written and signed by both Parties.
21. LEGAL FEES AND COSTS. The Parties hereby stipulate and agree that in the
event that a dispute arises between the Parties, relating to this
Agreement, and one or both of the Parties deem it necessary to hire an
attorney to protect its rights and/or resolve said dispute, then the
prevailing Party, in any action, shall be entitled to recover and collect,
from the non-prevailing Party, all reasonable attorney's fees and costs
incurred.
22. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding by and between the Parties and no representations, promises,
agreements and/or understandings, written or oral, relating to this
Agreement by either Party not contained herein shall be of any force or
effect.
IN WITNESS WHEREOF, The Company and Employee have duly executed this Agreement
this 29th day of July, 1998.
OPEC, Corp. Employee
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
--------------------------- ---------------------------
By: Xxxxxx X. Xxxxxxx By: Xxxxxx X. Xxxxxx
Its: President
