EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this 31st day of March, 2000, by
and between eSAFETYWORLD, Inc., having its principal place of business in East
Setauket, NY, hereinafter referred to as the "Employer", and Xxxxx Xxxxxxxxx,
hereinafter referred to as the "Employee."
1. Employment. The Employer hereby agrees to employ the Employee in the
capacity of chief operating officer of the Employer with responsibilities
as determined from time to time by the Chief Executive Officer or Board of
Directors upon the terms and conditions set out herein.
2. Term. The term of this Agreement shall begin on April 1, 2000, and shall
terminate three years from such date. This Agreement shall automatically
renew each year thereafter, unless either party gives sixty (60) days
written notice to the other party of his intent not to renew for an
additional period.
3. Compensation. The Employer shall pay the Employee, as compensation for the
services rendered by the Employee, a salary of $85,000 in 2000, $100,000 in
2001 and $120,000 in 2002, payable every two weeks. Salary payments shall
be subject to withholding and other applicable taxes. Employer shall
provide Employee with the present company medical plan.
4. Expenses. The Company will provide Employee with a suitable automobile or
shall, in lieu of being furnished with a Company automobile, receive a
monthly automobile allowance of not less than $500.00. The Company shall
also reimburse Employee for all reasonable and necessary expenses incurred
in carrying out his duties under this Agreement. Employee shall present to
the Company from time to time an itemized account of such expenses in any
form required by the Corporation. Such expenses shall be subject to review
by the Audit Committee of the Board of Directors.
5. Duties. The Employee shall perform, for the Employer, the duties as defined
by the Board of Directors.
6. Extent of Services. The Employee shall devote not less than 90 percent of
his time, attention, and energies to the Employer's business and shall not,
during the term of this Agreement, be engaged in any other business
activity, whether or not such business activity is pursued for gain,
profit, or other pecuniary advantage. The Employee further agrees that he
will perform all of the duties assigned to him to the best of his ability
and in a manner satisfactory to the Employer, that he will truthfully and
accurately maintain all records, preserve all such records, and make all
such reports as the Employer may require; that he will fully account for
all money and all of the property of the Employer of which he may have
custody and will pay over and deliver the same whenever and however he may
be directed to do so.
7. Notices. Any notice required or desired to be given under this Agreement
shall be given in writing, sent by certified mail, return receipt
requested, to his residence in the case of the Employee, or to its
principal place of business, in the case of the Employer.
8. Waiver of Breach. The waiver by the employer of a breach of any provision
of this Agreement by the Employee shall not operate or be construed as a
waiver of any subsequent breach by the Employee. No waiver shall be valid
unless in writing and signed by the Employer.
9. Assignment. The Employee acknowledges that the services to be rendered by
him are unique and personal. Accordingly, the Employee may not assign any
of his rights or delegate any of his duties or obligations under this
Agreement. The rights and obligations of the Employer under this Agreement
shall inure to the benefit of and shall be binding upon the successors and
assigns of the Employer.
10. Death during Employment. If the Employee dies during the term of
employment, the Employer shall pay to the estate of the Employee one full
month of compensation which would otherwise be payable to the Employee if
the Employee were alive. In addition, the Employer shall allow the Estate
of the Employee to maintain the ownership of any interest the Employee had
in any and all distributorships.
11. Vacations. The Employee shall be entitled each year to vacation and
personal leave suitable and appropriate to his position. During this time
his compensation shall be paid in full.
12. Termination by Employee. The Employee may not terminate this Agreement
without cause. This Agreement and the employment of the Employee may be
terminated by either party with stated cause upon 30 days' written notice
given by either party to the other within 12 months from the date of
commencement of employment hereunder, or upon 90 days' written notice with
stated cause thereafter. Termination for cause shall include, but not
necessarily be limited to (i) Employee's failure, refusal or inability to
perform satisfactorily the services required of him by the Board of
Directors; (ii) Employee's commitment of an offense of moral turpitude or
offense under federal, state or local laws; and (iii) commission by
Employee of an act of disloyalty against the Corporation or the violation
by Employee of any provision of this Agreement.
13. Entire Agreement. This Agreement contains the entire understanding of the
parties. It may be changed only by an Agreement in writing, signed by the
parties hereto.
14. Governing Law. This agreement, and all transactions contemplated hereby,
shall be governed by, construed and enforced in accordance with the laws of
the State of New York. The parties herein waive trial by jury and agree to
submit to the personal jurisdiction and venue of a court of subject matter
jurisdiction located in Suffolk County, State of New York. In the event
that litigation results from or arises out of this Agreement or the
performance thereof, the parties agree to reimburse the prevailing party's
reasonable attorney's fees, court costs, and all other expenses, whether or
not taxable by the court as costs, in addition to any other relief to which
the prevailing party may be entitled. In such event, no action shall be
entertained by said court or any court of competent jurisdiction if filed
more than one year
subsequent to the date the cause(s) of action actually accrued regardless
of whether damages were otherwise as of said time calculable.
15. Indemnity. The Employer shall indemnify the Employee and hold him harmless
for any acts or decisions made by him in good faith while performing
services for the Employer and will use its best efforts to obtain coverage
for the Employee under any insurance policy now in force or hereinafter
obtained during the term of this Agreement covering the other officers,
and/or employees of the Employer against lawsuits. Employer shall pay all
expenses, including attorney's fees, actually and necessarily incurred by
the Employee in connection with any appeal thereon, including the cost of
court settlements.
16. Working Facilities. The Employee shall be provided such facilities and
services as are suitable to his position and appropriate for the
performance of his duties.
17. Contractual Procedures. Unless specifically disallowed by law, should
litigation arise hereunder, service of process therefor may be obtained
through certified mail, return receipt requested; the parties hereto
waiving any and all rights they may have to object to the method by which
service was perfected.
eSafetyWorld, Inc.
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By: Xxxxxx Xxxx Xxxxx Xxxxxxxxx
Its: CEO & President
