AGREEMENT
THIS AGREEMENT is made and entered into effective as of February 23,
2010 (the "Effective Date"), by and between PMX Communities,
Incorporated, a Nevada corporation, ("PMX") and Xxxxxxx X. XxXxxxxx, an
individual ("XxXxxxxx").
1. Term.
(a) This Agreement shall continue for a period of one (1) year from
the Effective Date and shall continue thereafter for as long as
XxXxxxxx is elected as Director of PMX.
(b) Notwithstanding the foregoing and provided that XxXxxxxx has
neither voluntarily resigned nor been terminated for "cause" as defined
in Section 3(b) of this Agreement, PMX agrees to use its best efforts
to reelect XxXxxxxx to the Board of Directors for a period of three (3)
years at the annual meetings of the shareholders.
2. Position and Responsibilities.
(a) Position. PMX hereby retains XxXxxxxx to serve as Vice President
in charge of business development. XxXxxxxx shall perform such duties
and responsibilities as are normally related to such position in
accordance with PMX's bylaws and applicable law, including those
services described on Exhibit A, (the "Services"), and XxXxxxxx hereby
agrees to use his best efforts to provide the Services. XxXxxxxx shall
not allow any other person or entity to perform any of the Services for
or instead of XxXxxxxx. XxXxxxxx shall comply with the statutes,
rules, regulations and orders of any governmental or quasi-governmental
authority, which are applicable to the performance of the Services, and
PMX's rules, regulations, and practices as they may from time-to-time
be adopted or modified.
(b) Other Activities. XxXxxxxx may be employed by another company, may
serve on other Boards of Directors or Advisory Boards, and may engage
in any other business activity (whether or not pursued for pecuniary
advantage), as long as such outside activities do not violate XxXxxxxx'
obligations under this Agreement or XxXxxxxx' fiduciary obligations to
the shareholders, except as set forth in Exhibit B. The ownership of
less than a 5% interest in an entity, by itself, shall not constitute a
violation of this duty. Except as set forth in Exhibit B, XxXxxxxx
represents that, to the best of his knowledge, XxXxxxxx has no
outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, and XxXxxxxx agrees to use his best
efforts to avoid or minimize any such conflict and agrees not to enter
into any agreement or obligation that could create such a conflict,
without the approval of the Chief Executive Officer or a majority of
the Board of Directors. If, at any time, XxXxxxxx is required to make
any disclosure or take any action that may conflict with any of the
provisions of this Agreement, XxXxxxxx will promptly notify the Chief
Executive Officer or the Board of such obligation, prior to making such
disclosure or taking such action.
(c) No Conflict. Except as set forth in Section 2(b) and Exhibit B,
XxXxxxxx will not engage in any activity that creates an actual
conflict of interest with PMX, regardless of whether such activity is
prohibited by PMX's conflict of interest guidelines or this Agreement,
and XxXxxxxx agrees to notify the Board of Directors before engaging in
any activity that creates a potential conflict of interest with PMX.
Specifically and except as set forth in Section 2(b) and Exhibit B of
this Agreement, XxXxxxxx shall not engage in any activity that is in
direct competition with PMX or serve in any capacity (including, but
not limited to, as an employee, consultant, advisor or XxXxxxxx) in any
PMX or entity that competes directly with PMX, as reasonably determined
by a majority of PMX's disinterested board members, without the
approval of the Chief Executive Officer.
3. Compensation and Benefits.
(a) Stock Options. In consideration of the services to be rendered
under this Agreement, PMX shall issue XxXxxxxx stock options to
purchase 1,000,000 common shares at $.25 upon the signing of this
agreement.
(b) Additional Compensation. During the term of this Agreement,
XxXxxxxx may be granted additional stock options, equity rights, and/or
cash consideration as determined by PMX's Compensation Committee, in
its sole discretion.
(c) Benefits. XxXxxxxx shall also be eligible to participate in any
benefits made generally available by PMX to its senior executives, to
the extent allowed by the benefit plans established by PMX, which may
be amended or terminated at any time in PMX's sole discretion; except
that XxXxxxxx shall not be entitled to any paid vacation leave.
(d) Expenses. PMX shall reimburse XxXxxxxx for all reasonable
business expenses incurred in the performance of his duties hereunder
in accordance with PMX's expense reimbursement guidelines.
(e) Indemnification. PMX will indemnify and defend XxXxxxxx against
any liability incurred in the performance of the Services to the
fullest extent authorized in PMX's Certificate of Incorporation, as
amended, bylaws, as amended, and applicable law. PMX has purchased
XxXxxxxx' and Officer's liability insurance, and XxXxxxxx shall be
entitled to the protection of any insurance policies PMX maintains for
the benefit of its Directors and officers against all costs, charges
and expenses in connection with any action, suit or proceeding to which
he may be made a party by reason of his affiliation with PMX, its
subsidiaries, or affiliates.
(f) Records. XxXxxxxx shall have reasonable access to books and
records of PMX, as necessary to enable XxXxxxxx to fulfill his
obligations as a XxXxxxxx of PMX.
4. Termination.
(a) Right to Terminate. At any time, XxXxxxxx may be removed as Vice
President as provided in PMX's Certificate of Incorporation, bylaws,
and applicable law. XxXxxxxx may resign as Vice President as provided
in PMX's Certificate of Incorporation, bylaws and applicable law.
Notwithstanding anything to the contrary contained in or arising from
this Agreement or any statements, policies, or practices of PMX,
neither XxXxxxxx nor PMX shall be required to provide any advance
notice or any reason or cause for termination of XxXxxxxx' status as
Vice President, except as provided in PMX's Certificate of
Incorporation, PMX's bylaws and applicable law.
(b) Effect of Termination as Vice President. Upon a termination of
XxXxxxxx' status as Vice President, in which XxXxxxxx remains a
Director, this Agreement will terminate, and PMX and XxXxxxxx will sign
PMX's standard Director's Agreement, in effect at the time of the
termination, subject to any modifications to which both parties
mutually agree; provided, however, following such termination and for
as long as XxXxxxxx continues to serve as a Director of PMX, PMX will
continue to provide XxXxxxxx with any benefits provided by Section 3(c)
and will pay all premiums for coverage of XxXxxxxx and his family,
including his domestic partner under PMX's benefit plans (if any) as
provided in Section 3(c) to the extent allowed under applicable law.
Except as provided herein, PMX shall pay to XxXxxxxx all compensation
and benefits to which XxXxxxxx is entitled up through the date of
termination, and thereafter, all of PMX's obligations under this
Agreement shall cease, except as provided in Sections 1(b), 3(b), 3(d),
3(e), and 5.
Upon a termination of XxXxxxxx' status as Vice President, in which
XxXxxxxx does not remain a Director, this Agreement will terminate; PMX
shall pay to XxXxxxxx all compensation and benefits to which XxXxxxxx
is entitled up through the date of termination; and XxXxxxxx shall be
entitled to his rights under COBRA, HIPPA, and any other applicable
law. Thereafter, all of PMX's obligations under this Agreement shall
cease, except as provided in Sections 1(b), 3(b), 3(d), 3(e) and 5.
5. Termination Obligations.
(a) XxXxxxxx agrees that all property, including, without limitation,
all equipment, tangible proprietary information, documents, records,
notes, contracts, and computer-generated materials provided to or
prepared by XxXxxxxx incident to his services belong to PMX and shall
be promptly returned at the request of PMX.
(b) Upon termination of this Agreement, XxXxxxxx shall be deemed to
have resigned from all offices then held with PMX by virtue of his
position as Vice President, except that XxXxxxxx shall continue to
serve as a Director if elected as a Director by the shareholders of PMX
as provided in PMX's Certificate of Incorporation,, PMX's bylaws and
applicable law. XxXxxxxx agrees that following any termination of this
Agreement, he shall cooperate with PMX in the winding up or
transferring to other officers of any pending work and shall also
cooperate with PMX (to the extent allowed by law, and at PMX's expense)
in the defense of any action brought by any third party against PMX
that relates to the Services.
(c) PMX and XxXxxxxx agree that their obligations under this Section,
as well as Sections 1(b), 3(b), 3(d), 3(e), 4(b), 4(c) and 7, shall
survive the termination of this Agreement.
6. Nondisclosure Obligations. XxXxxxxx shall maintain in confidence
and shall not, directly or indirectly, disclose or use, either during
or after the term of this Agreement, any Proprietary Information (as
defined below), confidential information, or trade secrets belonging to
PMX, whether or not it is in written or permanent form, except to the
extent necessary to perform the Services, as required by a lawful
government order or subpoena, or as authorized in writing by PMX.
These nondisclosure obligations also apply to Proprietary Information
belonging to customers and suppliers of PMX, and other third parties,
learned by XxXxxxxx as a result of performing the Services.
"Proprietary Information" means all information pertaining in any
manner to the business of PMX, unless (i) the information is or becomes
publicly known through lawful means; (ii) the information was part of
XxXxxxxx' general knowledge prior to his relationship with PMX; or
(iii) the information is disclosed to XxXxxxxx without restriction by a
third party who rightfully possesses the information and did not learn
of it from PMX.
7. Dispute Resolution.
(a) Jurisdiction and Venue. The parties agree that any suit, action,
or proceeding between XxXxxxxx (and his attorneys, successors, and
assigns) and PMX (and its affiliates, shareholders, Directors,
officers, employees, members, agents, successors, attorneys, and
assigns) relating to the Services or the termination of those Services
shall be brought in either the United States District Court of Florida
and that the parties shall submit to the jurisdiction of such court.
The parties irrevocably waive, to the fullest extent permitted by law,
any objection the party may have to the laying of venue for any such
suit, action or proceeding brought in such court. If any one or more
provisions of this Section shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such
provisions shall be modified to the minimum extent necessary to make it
or its application valid and enforceable.
(b) Attorneys' Fees. Should any litigation, arbitration or other
proceeding be commenced between the parties concerning the rights or
obligations of the parties under this Agreement, the party prevailing
in such proceeding shall be entitled, in addition to such other relief
as may be granted, to a reasonable sum as and for its attorneys' fees
in such proceeding. This amount shall be determined by the court in
such proceeding or in a separate action brought for that purpose. In
addition to any amount received as attorneys' fees, the prevailing
party also shall be entitled to receive from the party held to be
liable, an amount equal to the attorneys' fees and costs incurred in
enforcing any judgment against such party. This Section is severable
from the other provisions of this Agreement and survives any judgment
and is not deemed merged into any judgment.
8. Entire Agreement. This Agreement is intended to be the final,
complete, and exclusive statement of the terms of XxXxxxxx'
relationship solely with respect to his position as Vice President with
PMX. This Agreement entirely supercedes and may not be contradicted by
evidence of any prior or contemporaneous statements or agreements
pertaining to XxXxxxxx' relationship as Vice President or Director.
Agreements related to XxXxxxxx' ownership of the Securities, if any,
are not affected by this Agreement.
9. Amendments; Waivers. This Agreement may not be amended except by a
writing signed by XxXxxxxx and by a duly authorized representative of
PMX other than XxXxxxxx. Failure to exercise any right under this
Agreement shall not constitute a waiver of such right.
10. Assignment. XxXxxxxx agrees that XxXxxxxx will not assign any
rights or obligations under this Agreement, with the exception of
XxXxxxxx' ability to assign rights with respect to the Securities.
Nothing in this Agreement shall prevent the consolidation, merger or
sale of PMX or a sale of all or substantially all of its assets.
11. Severability. If any provision of this Agreement shall be held by
a court or arbitrator to be invalid, unenforceable, or void, such
provision shall be enforced to fullest extent permitted by law, and the
remainder of this Agreement shall remain in full force and effect. In
the event that the time period or scope of any provision is declared by
a court or arbitrator of competent jurisdiction to exceed the maximum
time period or scope that such court or arbitrator deems enforceable,
then such court or arbitrator shall reduce the time period or scope to
the maximum time period or scope permitted by law.
12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
13. Interpretation. This Agreement shall be construed as a whole,
according to its fair meaning, and not in favor of or against any
party. Captions are used for reference purposes only and should be
ignored in the interpretation of the Agreement.
14. Binding Agreement. Each party represents and warrants to the other
that the person(s) signing this Agreement below has authority to bind
the party to this Agreement and that this Agreement will legally bind
both PMX and XxXxxxxx. This Agreement will be binding upon and benefit
the parties and their heirs, administrators, executors, successors and
permitted assigns. To the extent that the practices, policies, or
procedures of PMX, now or in the future, are inconsistent with the
terms of this Agreement, the provisions of this Agreement shall
control. Any subsequent change in XxXxxxxx' duties or compensation as
Vice President will not affect the validity or scope of the remainder
of this Agreement.
15. XxXxxxxx Acknowledgment. XxXxxxxx acknowledges XxXxxxxx has had
the opportunity to consult legal counsel concerning this Agreement,
that XxXxxxxx has read and understands the Agreement, that XxXxxxxx is
fully aware of its legal effect, and that XxXxxxxx has entered into it
freely based on his own judgment and not on any representations or
promises other than those contained in this Agreement.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
17. Date of Agreement. The parties have duly executed this Agreement
as of the date first written above.
PMX: XXXXXXXX:
PMX, Incorporated
By: /s/Xxxxxxx X. Xxxxx /s/Xxxxxxx X. XxXxxxxx
---------------------- -----------------------
Name: Xxxxxxx X. Xxxxx Xxxxxxx X. XxXxxxxx
EXHIBIT A
DESCRIPTION OF SERVICES
Responsibilities as Vice President. XxXxxxxx shall have all
responsibilities of a vice president of PMX imposed by Nevada or
applicable law, the Certificate of Incorporation and the Bylaws of PMX.
These responsibilities shall include, but shall not be limited to, the
following: XxXxxxxx will help make the company's products and services
known to different entities in the worldwide business community,
analyze potential project development on behalf of PMX, its advertisers
and website portal users, and help the company develop a website
focusing on the private aviation industry similar to the company's
other social networking based portals currently in various states of
development. He will also help PMX develop an overall International
Business Development plan. It is anticipated that he will spend
approximately 15-20 hours per month on company business.
EXHIBIT B
AUTHORIZED ACTIVITIES
President, Universal Jet Aviation, Inc.
President, Champion Flight Services, Inc.
President, Executive Jet Services, Inc.
