Exhibit 10.3
EMPLOYMENT AGREEMENT
Dear: Xxxxxxx X'Xxxxx
We are pleased that you (Xxxxxxx X'Xxxxx) have accepted employment with
Malacology Corporation (Employer) commencing October 15, 2001. You will be
employed as Chief Financial Officer of Malacology Corporation. This letter will
set out the terms and conditions of your employment.
1. Scope of Work. As Chief Financial Officer your duties and obligations
will include all responsibilities as defined in exhibit "A" related to
Malacology and its subsidiaries in the Czech Republic and future
expansion that may take place in any part of the world. Initially you
will report to Xxxxx Xxx, Chairman of the Board of Malacology, then to
Board of Directors of Malacology.
2. Changes in Terms and Conditions. Your terms and conditions of
employment may be amended from time to time, subject to mutual
acceptance and as the needs of Employer require. Your performance will
be reviewed with you on an annual basis, which is the time at which any
salary changes will ordinarily be made. The contract is for a two-year
period and will terminate at close of business day on October 14, 2003.
3. Salary. The Employer will pay you an annual salary of $150,000 US,
which will be payable monthly in arrears with the first month to be
paid within the first 30 days. A $10,000 US signing bonus will be paid
within the first 30 days. Your salary will be paid by Malacology
Corporation for the first year only and will be guaranteed as long as
your duties are met under (Exhibit A).
4. Vacations. During the term of this employment you will be entitled to 3
weeks vacation per annum with no carry forward and no cash benefit if
unused only after completion of thirteen (13) weeks of continuous
service as an employee of the Company.
5. Expenses. The Employer will reimburse you in accordance with its
policies for all reasonable expenses actually and properly incurred by
you in the performance of your duties under this agreement. For all
such expenses, you will furnish the Employer a completed expense form
in compliance with company policy.
6. Services. You will devote the whole of your time, attention and ability
to the business of the Employer and will well and faithfully serve the
Employer and use your best efforts to promote its interests.
7. Duties. You will duly and diligently perform all the duties assigned to
you while in the employ of the Employer and truly and faithfully
account for and deliver to the Employer all money, securities and
things of value belonging to the Employer, which you may from time to
time receive for, from or on account of the Employer.
8. Rules and Regulations. You agree to be bound by and faithfully observe
and abide by all the rules and regulations or guidelines of the
Employer (including, but not limited to, any office procedural manuals
and any confidentiality of information policies and procedures) which
are in effect from time to time, which are brought to your notice or of
which you should be aware. While a breach of any of the rules or
regulations of the Employer may be cause for discipline up to and
including discharge, you should be aware that protection of the
Employer's confidentiality information is extremely important to the
success of the Employer and, consequently, any breach of the
confidentiality of information policies or procedures which are in
effect from time to time will be cause for severe discipline and/or
termination of employment for cause.
9. Non-Disclosure. You acknowledge that during your employment with the
Employer and its parent Pacific Star Technologies Corporation
confidential information will be disclosed to you and that any
unauthorized disclosure to the third parties or use other than for the
Employer's purposes could cause extensive harm to the Employer.
Confidential information includes any and all trade secrets,
confidential, private or secret information of the Employer including
without limitation) business methods and practices of the employer ii)
business and financial information of the Employer iii) marketing
strategies of the Employer, and iv) such information as the Employer
may from time to time designate as being confidential to the Employer.
Confidential information will not include information that is in the
public domain, or information that falls into the public domain, unless
such information falls into the public domain by disclosure or other
acts by you, or through your fault.
10. Non-Competition. You agree that you will not, without the prior written
consent of the Employer, at any time during your employment with the
Employer and for a period of 6 months following termination of your
employment however caused either by you or the Employer lend money to,
guarantee the debts or obligations of or permit your name or any part
thereof to be used or employed by any person engaged in or concerned
with the description of aspect of the business in which employee is
engaged (i.e. Telecoms, Data, ISP and related businesses) in Czech
Republic and Central Europe. You agree that the restrictions set out
above are reasonable and valid and all defenses to the strict
enforcement of this non-competition covenant by the Employer is waived
by you.
11. Termination for Cause. The employer may terminate this employment
agreement and your employment at any time for cause (cause in this
instance will be defined as fraud, stealing, misinformation and gross
negligence.
12. Termination on Notice. You or the Employer may terminate this agreement
and your employment at any time upon giving 1 months written notice to
the other party. The Employer shall also provide a 3 month severance
payment to include the payment of benefits and salary if terminated
without cause. If however, such termination by the Employee occurs
prior to the expiration of the Initial Term, the Employee shall forfeit
any and all rights to any Share Interests.
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13. Fairness and Reasonableness. You and the Employer confirm that the
notice or pay in lieu of notice provisions contained in items 12 are
fair and reasonable and agree that upon any termination of this
agreement by the Employer in compliance with paragraphs 11 or 12 or
upon any termination of this agreement by you, you will have no action,
cause of action, claim or demand against the Employer or any other
person as a consequence of such termination.
14. Return of Property. Upon any termination of your employment, you will
at once deliver to the Employer all documents, effects, money or other
property belonging to the Employer or for which the Employer is liable
to others, which are in your possession, charge, control or custody.
15. Deductions. All payments under this employment agreement will be
subject to all appropriate statutory deductions.
16. Entire Agreement. This agreement constitutes the entire agreement
between you and the Employer with respect to your employment and
cancels and supersedes any prior understandings and agreements between
you and the Employer hereto with respect to your employment. There are
no representations, warranties, forms, conditions, undertakings or
collateral agreements, express, implied or statutory, between you and
the Employer other than as expressly set forth in this agreement.
17. Governing Laws. This agreement will be governed by and construed in
accordance with the laws of the state of Florida, USA
18. Exhibit A. Is considered a valid document and is an integral part of
this agreement.
19. Copy of Agreement. You acknowledge receipt of a copy of this agreement
signed by the Employer.
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If you agree with the above, please sign both copies of this letter in the
presence of a witness and return one copy to the Employer.
/s/ Xxxxx Xxx October 23, 2001
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Xxxxx Xxx, Director Date
For Malacology
I have read, understand and hereby voluntarily accept the terms of employment
outlined above.
/s/ Xxxxxxx X'Xxxxx October 23, 2001
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Xxxxxxx X'Xxxxx Date
/s/ Xxxxxxx X. Xxxxxxx October 23, 2001
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Witness, Name Date
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EXHIBIT A
Name: Xxxxxxx X'Xxxxx
Position: Chief Financial Officer, Malacology, Tampa, Florida
Place of Employment: Tampa, Florida
Reporting: Board of Directors Malacology
Term: 2 years
Employer: Xxxx Globalnet, a.s.
Start Date: October 15, 2001
Finish Date: October 14, 2003
Salary: $120,000 per year.
Bonus: Payable on or before December 15th of each year, in
the an amount equal to 10 - 20% of the annual salary
amount based upon the discretion of the Company's
Board of Directors
Review: Annually (six month review in 2001 for Malacology
employment)
Insurance: Paid for by Employer to Employee and Employee's
immediate family in accourance with the policies of
the Company.
Territory The Countries of Poland, Hungary, Czech Republic,
Romania, Bulgaria, Russia, Ukraine, Turkey and India
Duties: The initial duties and responsibilities of the
Employee shall include, but not be limited to,
rendering the following services:
1. Conduct day-to-day financial management of the Company.
2. Travel to each location where the Company has, or is in the process of
establishing, material business operations at least once a month.
3. Provide financial reports to the Company's Board of Directors, which
reports shall be in form and substance reasonably satisfactory to the
Company's Board of Directors.
4. Fulfill the Company's external financial reporting requirements to the
best of the Employee's ability.
5. Such other duties and responsibilities as the Company's Board of
Directors may designate from time to time.
6. Create Company Business Plan
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Initials, Xxxxxxx X'Xxxxx Initials, Xxxxx Xxx
Exhibit A - Page 2
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Xxxxx Xxx, Director Date
For Malacology
I have read, understand and hereby voluntarily accept the terms of employment
outlined above.
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Xxxxxxx X'Xxxxx Date
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Witness, Name Date
