EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective the 1st day of May
2002, by and between Ocean Resources, Inc., a Delaware corporation with offices
at 000X Xxxxx Xxxx Xxx, Xxxx Xxxxx, XX 00000 (the "Employer") and Xxxxxx Xxxxxx,
residing in ___________, France (the "Employee") and Argosy International Ltd.,
a Turks and Caicos Islands corporation with its principal place of business at
________________________ ("Argosy").
W I T N E S S E T H :
WHEREAS, Employer desires to engage the services of Employee from Argosy,
Employee's current employer, upon the terms set forth herein;
WHEREAS, Employee desires to be employed by Employer and to appropriately
memorialize the terms and conditions of such employment; and
WHEREAS, Argosy desires to contract out Employee to work for Employer.
NOW THEREFORE, in consideration of the mutual promises, covenants and
conditions contained herein and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. BASIC EMPLOYMENT PROVISIONS.
(a) Employment and Term. Employer hereby agrees to employ Employee
(hereinafter referred to as the "Employment") as Chief Executive Officer and
President of Employer (the "Position") and Employee agrees to be employed by
Employer in such Position for an period of three (3) years ending on the 30th
day of April, 2005 (the "Termination Date"), unless terminated earlier as
provided herein (the "Employment Period").
(b) Duties. Employee in the Position will be subject to the direction and
supervision of the Board of Directors (the "Board") and will have those duties
and responsibilities which are assigned to him during his Employment Period by
the Board consistent with the Position, provided that the Board will not assign
any greater duties or responsibilities to the Employee than are necessary for
the Employee's faithful and adequate performance of the duties and
responsibilities assigned. The parties expressly acknowledge that the Employee
will devote all of Employee's business time and attention to the transaction of
the Employer's business as is reasonably necessary to discharge Employee's
responsibilities hereunder. Employee agrees to perform faithfully the duties
assigned to the best of Employee's ability.
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2. COMPENSATION.
(a) Salary. During the Employment Period, Employer will pay to Employee a
salary as basic compensation for the services to be rendered by Employee
hereunder. The amount of such basic compensation will be One Hundred Eighty
Thousand Dollars ($180,000) per year. Such fee will be increased on May 1, 2003
and May 1, 2004 at a rate of ten percent (10%) per annum such that the fee for
the year beginning May 1, 2003 shall be One hundred Ninety-Eight Thousand
Dollars ($198,000) and the fee for the year beginning May 1, 2004 shall be Two
hundred Seventeen Thousand Eight Hundred Dollars ($217,800). Payment shall be
made as follows: 2,000 UK Pounds Sterling directly to Employee and the
difference between the total monthly amount and 2,000 UK Pounds Sterling,
translated at the average monthly exchange rate for the month earned, will be
paid to Argosy.
(b) Bonus. During the Employment Period, Employee may be eligible to
receive any additional salary, bonus or other compensations as may be determined
in the Board's sole discretion.
(c) Benefits. During the Employment Period, Employee will be entitled to
such other benefits as are available to other key employees and executives of
Employer, including, without limitation, group life, hospitalization and other
insurance, paid vacations, and pension benefits. Employee shall specifically be
entitled to reimbursement for health insurance.
3. TERMINATION.
(a) Death or Disability. This Agreement will terminate automatically upon
the death or total disability of Employee. For the purpose this Agreement,
"total disability" will be deemed to have occurred if Employee will have been
unable to perform the assigned duties due to mental or physical incapacity for a
period of three (3) consecutive months or for any sixty (60) working days out of
a six (6) month consecutive period.
(b) Cause. Employer may terminate the employment of Employee under this
Agreement for Cause. For the purpose of this Agreement, "cause" will be deemed
to be the insolvency of Employer as determined by the Employer's auditors, any
felony convictions, fraud, dishonesty, competition with Employer by Employee,
unauthorized use of any of Employer's trade secrets or confidential information
by Employee, or failure to properly perform the duties assigned to Employee, in
the reasonable judgment of Employer.
(c) Without Cause. Except in the case of change of control as defined
herein, in which case subparagraph (d) will apply, Employer may terminate the
employment of Employee under this Agreement with written notice to Employee (the
"W/C Notice").
(d) Change of Control. Upon change of control of Employer, Employer may
terminate this Agreement. For the purpose of this Agreement, "change of control"
will mean a change in the control of Employer of a nature that would be required
to be reported in response to (1) Item 1 of Form 8K; (2) Item 5(f) of Schedule
14A of Regulation 14A; or (3) any other rule or regulation as promulgated by the
Securities and Exchange Commission.
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(e) Voluntary Termination by Employee. Employee may terminate this
Agreement with three (3) month written notice to Employer (the "V/T Notice").
4. COMPENSATION UPON TERMINATION.
(a) Death or Disability. If the Employment Period is terminated pursuant to
the provisions of Section 3(a) above, the following will be payable:
(1) In the case of death, no further compensation will be payable to
Employee, except that Employee's estate, heir or beneficiaries, as
applicable, will be entitled, in addition to any other benefits
specifically provided to them under any benefit plan, to receive Employee's
then current salary for the balance of the Employment Period.
(2) In the case of disability, no further compensation will be payable
to Employee, except that Employee will be entitled, in addition to any
other benefits specifically provided to Employee under any benefit plan, to
receive Employee's then current salary for the balance of the Employment
Period.
(b) Termination for Cause. If the Employment of Employee under this
Agreement is terminated for cause pursuant to the provisions of Section 3(b)
above, no further compensation will be paid to Employee after the date of
termination and all benefits will cease at that time.
(c) Termination Without Cause. If the Employment of Employee under this
Agreement is terminated pursuant to Section 3(c) above, Employee will be
entitled to continue to receive from Employer the then current basic
compensation hereunder for a period of three (3) months from the date of the W/C
Notice, such amount to be paid in accordance with the payroll practices of
Employer, and further will be entitled to receive the benefits to which Employee
would otherwise be entitled pursuant to Section 2(c) above for a period of three
(3) months from the date of the W/C Notice.
(d) Termination due to Change of Control. If the Employment of Employee
under this Agreement is terminated pursuant to Section 3(d) above,
(1) in the event that Employer's new management offers Employee a
position, Employee will have thirty (30) days from the date the position is
offered to decide whether to accept or not. If Employee accepts, this
Agreement will be terminated and all compensation will be in accordance
with the new agreement. If the Employee rejects the offered position,
Employee will be entitled to receive within sixty (60) days from the date
of change of control, a lump sum equal to the Employee's then current
salary for a period of twelve (12) months, and further will be entitled to
receive the benefits to which Employee would otherwise be entitled pursuant
to Section 2(c) above for a period of twelve (12) months; or
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(2) in the event that the Employer's new management does not offer
Employee a position, Employee will be entitled to receive within sixty (60)
days from the date of change of control, a lump sum equal to the Employee's
then current salary for a period of twelve (12) months, and further will be
entitled to receive the benefits to which Employee would otherwise be
entitled pursuant to Section 2(c) above for a period of twelve (12); and
(e) Termination Due to Voluntary Termination by Employee. If the Employee
voluntarily terminates the Employee's Employment pursuant to the provisions of
Section 3(e) above, Employee will be entitled to receive the then current salary
of Employee for the lesser of (i) three (3) months from the date of the V/T
Notice or (ii) for the period from the date of the V/T Notice through the last
day on which Employee remains in the Position.
5. EXPENSE REIMBURSEMENT.
Upon submission of properly documented expense account reports, Employer
will reimburse Employee for all reasonable business, travel and entertainment
expenses incurred by Employee in the course of his Employment with Employer.
6. ASSIGNMENT.
This Agreement and all of the provisions hereof will be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights, interests
or obligations hereunder will be assigned by any of the parties hereto, except
that this Agreement and all of the provisions hereof may be assigned by Employer
to any successor to all or substantially all of its assets (by merger or
otherwise), may be assigned by D&C in its sole discretion and may otherwise be
assigned upon the prior written consent of Employee.
7. CONFIDENTIAL INFORMATION.
(a) Non-Disclosure. During the Employment Period or at any time thereafter,
irrespective of the time, manner or cause of the termination of this Agreement,
Employee will not directly or indirectly reveal, divulge, disclose or
communicate to any person or entity, other than authorized officers, directors
and employees of the Employer, in any manner whatsoever, any Confidential
Information (as hereinafter defined) of Employer without the prior written
consent of the Board.
(b) Definition. As used herein, "Confidential Information" means
information disclosed to or known by Employee as a direct or indirect
consequence of or through the Employment about Employer or its respective
businesses, products and practices, which information is not generally known in
the business in which Employer is or may be engaged. However, Confidential
Information will not include under any circumstances any information with
respect to the foregoing matters which is (i) available to the public from a
source other than Employee, (ii)
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released in writing by Employer to the public or to persons who are not under a
similar obligation of confidentiality to Employer and who are not parties to
this Agreement, (iii) obtained by Employee from a third party not under a
similar obligation of confidentiality to Employer, (iv) required to be disclosed
by any court process or any government or agency or department of any
government, or (v) the subject of a written waiver executed by Employer for the
benefit of Employee.
(c) Return of Property. Upon termination of the Employment, Employee will
surrender to Employer all Confidential Information, including without
limitation, all lists, charts, files, disks, tapes, programs, program and system
manuals and documentation, schedules, reports, financial statements, books and
records of the Employer, and all copies thereof, and all other property
belonging to the Employer will be accorded reasonable access to such
Confidential Information subsequent to the Employment Period for any proper
purpose as determined in the reasonable judgment of Employer.
8. AGREEMENT NOT TO COMPETE.
(a) Employee agrees:
(1) To give the Board three (3) month's written advance notice of
voluntary termination of Employment with Employer. Such notice will include
Employee's future employment or self-employment intentions, identification
of the prospective employer and the general nature of the prospective
employment or self-employment, if known. Employer will continue to pay the
then-current salary to Employee in accordance with paragraph 4(e) above.
(2) To participate in an exit interview conducted by a member of the
personnel department of Employer and/or by a representative of Employer, at
the time of or prior to the termination of Employment with Employer.
(3) That for two (2) years following the termination of the
Employment, Employee will promptly notify Employer of any change in the
identification of Employee's employer or the nature of such employment or
of self-employment.
(4) Subject to the conditions hereinafter stated, Employee will not,
within two (2) years after leaving the employ of Employer, engage or enter
into employment by, or into self-employment or gainful occupation as, a
Competing Business (as hereinafter defined) or act directly or indirectly
as an advisor, consultant, sales agent, as defined herein or broker for a
Competing Business. As used herein, "Competing Business" means a business
which is engaged in the manufacture, sale or other disposition of a product
or service or has under development a product or service which is in direct
competition with a product or service, whether existing or under
development, of the Employer. Employee acknowledges that Employer does not
have an adequate remedy at law in the event Employee violates this
provision and, therefor, Employee agrees that, in such an event, Employer
will be entitled to seek equitable relief, including but not limited to,
injunctive relieve and to withhold all payments due to Employee hereunder
pending a judicial determination of whether Employee has violated this
Agreement.
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(b) Employer further agrees:
(1) That within fifteen (15) business days after receiving written
identification of the prospective employer verified in writing by the
Employer, the nature of the employment or self-employment pursuant to
Paragraph 8(a)(1) above, or any change therein pursuant to Paragraph
8(a)(3) above, Employer will advise Employee as to whether such employment
constitutes a Competing Business as defined in Paragraph 8(a)(4) above.
(c) The provisions of 8(a)(2) - 8(a)(4) and 8(b) will apply whether the
termination is voluntary or involuntary and for whatever reason. In addition,
8(a)(1) will apply in the case of a voluntary termination by Employee.
9. WAIVER OF AGREEMENT NOT TO COMPETE.
The Employer, based on the facts revealed to it by the Employee regarding
the new employment and in its discretion upon written notification to Employee,
may at any time waive or elect not to enforce the provisions of Paragraph
8(a)(4).
10. AGREEMENT NOT TO SOLICIT EMPLOYEES.
Employee agrees that, for a period of two (2) years following the
termination of the Employment Period, Employee will not, on behalf of any
business, engage in a business competitive with Employer, solicit or induce, or
in any manner attempt to solicit or induce, either directly or indirectly, any
person employed by, or any agent of Employer, to terminate such employment or
agency, as the case may be, with Employer. In the event of violation hereof,
Employer may terminate any payments due to Employee hereunder.
11. NO VIOLATION.
Employee hereby represents and warrants to Employer that the execution,
delivery and performance of this Agreement or the passage of time, or both, will
not conflict with, result in a default, right to accelerate or loss of rights
under any provision of any agreement or understanding to which the Employee or,
to the best knowledge of Employee, any of Employee's affiliates are a party or
by which Employee, or to the best knowledge of Employee, Employee's affiliates
may be bound or affected.
12. CAPTIONS.
The captions, headings and arrangements used in this Agreement are for
convenience only and do not in any way affect, limit or amplify the provisions
hereof.
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13. NOTICES.
All notices required or permitted to be given hereunder will be in writing
and will be deemed delivered, whether or not actually received, two (2) days
after being deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, addressed to the party to whom notice
is being given at the specified address or at such other address as such party
may designate by notice:
Employer: Ocean Resources, Inc.
000X Xxxxx Xxxx Xxx
Xxxx Xxxxx, XX 00000
With a copy
which shall not
constitute notice to: Mintmire & Associates
000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Employee: Xxxxxx Xxxxxx
000X Xxxxx Xxxx Xxx
Xxxx Xxxxx, XX 00000
Argosy: Argosy International, Ltd.
14. INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws, such provisions will be fully
severable, and this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of this Agreement;
the remaining provisions of this Agreement will remain in full force and effect
and will not be affected by the illegal, invalid or unenforceable provision or
by its severance of this Agreement. In lieu of each such illegal, invalid or
unenforceable provision, there will be added automatically as part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
15. ENTIRE AGREEMENT; AMENDMENTS.
This Agreement contains the entire agreement of the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, if any, relating to the subject matter hereof, including the
Prior Agreement, which is fully replaced hereby. This Agreement may be amended,
in whole or in part only, by an instrument in writing setting forth the
particulars of such amendment and duly executed by an officer of Employer
expressly authorized by the Board to do so and by Employee.
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16. WAIVER.
No delay or omission by any party hereto to exercise any right or power
hereunder will impair such right or power to be construed as a waiver thereof. A
waiver by any of the parties hereto of any of the covenants to be performed by
any other party or any breach thereof will not be construed to be a waiver of
any succeeding breach thereof or of any other covenant herein contained. Except
as otherwise expressly set forth herein, all remedies provided for in this
Agreement will be cumulative and in addition to and not in lieu of any other
remedies available to any party at law, in equity or otherwise.
17. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which will
constitute an original, and all of which together will constitute one and the
same agreement.
18. GOVERNING LAW.
This Agreement will be construed and enforced according to the laws of the
State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement effective as of the date first above written.
EMPLOYER: EMPLOYEE:
Ocean Resources, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxx
------------------------- -------------------------
Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx
Chief Financial Officer
Argosy:
By:/s/ Xxxxxx Xxxxxx
-------------------------
Xxxxxx Xxxxxx
Principal
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