EXHIBIT E-3 EMPLOYMENT AGREEMENT DATED JANUARY 13, 1998 AGREEMENT January 13, 1998
EXHIBIT E-3
EMPLOYMENT AGREEMENT DATED JANUARY 13, 1998
AGREEMENT
January 13, 1998
1. The surviving company charter and name will be Natural Neuro Nutrition, Inc.
2. The current 3N1 board of directors and officers will remain in office until the next 3N1 shareholder's meeting. These Directors, and the officer positions they hold are:
|
Name |
Director |
Officer |
| Xxxxxx X. Xxxxxx | Chairman | CEO,
President, and Treasurer |
| Xxxx X. Xxxxxxxxxx | Member | Vice
President Marketing, Secretary |
| Xxxxxxx X. Xxxxxx | Member | |
| Xxxxxxx X. Xxxxxx | Controller, Asst. Secy. |
3. Xxxxxx Xxxx of La Porte, Texas,
the current proprietor of NHP, will be appointed by the current 3NI board to be
a member of the 3NI board and Vice President of Multi-level Operations.
4.
A. Snow, X. Xxxxxx, X. Xxxxxxxxxx, and X. Xxxxxx will
receive remuneration based upon percentages of the net after all other outlays
of cash by 3N1 (the "NET'). The NET cash flow, available for such remuneration,
will be determined by 3N1's operations meeting a budget approved by the 3N1
Board of Directors. The Budget will cover the expected cash flow for three
months forward and it will be reviewed each month by the Board during a
regularly scheduled meeting. Monies, which are not required by the projected
budget, will be disbursed to the officers on the following basis: Each month, A.
Snow will receive the first available $1,800.00, of the NET. Any month when the
NET exceeds $1,800, the excess will be used to pay X. Xxxxxx up to $900. When
this NET exceeds $2,700, the excess will be used to pay X. Xxxxxxxxxx and X.
Xxxxxx equally until they have each received $150. When the NET for any month
exceeds $3,000, A. Snow will receive 60% of the available sum, X. Xxxxxx will
receive 30%, X. Xxxxxxxxxx will receive 5%, and X. Xxxxxx will receive 5%. This
method of determining remuneration will continue until A. Snow reaches $3,000
per month. At that time her increase will stop. When X. Xxxxxx reaches $3,000
per month, his increase will stop. When X. Xxxxxx, or her anticipated
replacement, reaches $2500 per month her increase will stop. As soon as the NET
is large enough for X. Xxxxxxxxxx to receive $3,500 per month, it is anticipated
that he will resign from his current position and join 3Nl, or its successor, on
a full time basis. Remuneration beyond this point will increase with A Xxxxxx
receiving 35% of the Net's increase, A. Snow 30%, X. Xxxxxx 15%, and L.
l)Dorrington 20% until X. Xxxxxx reaches $65,000 per year, (A. Snow, $60,000; X.
Xxxxxx $40,000 and X. Xxxxxxxxxx $55,000). Remuneration above this point will be
determined by the Board of Directors.
5. 22,500
(Twenty-two thousand five hundred) 3NI shares will be issued to A. Snow as
consideration for 3M's receipt, from her, of the physical and contractual assets
of NHP, the NHP customer list, the right to use this list. and the good will
associated with these customers and the other NHP product/s and/or
activities.
6. Termination of remuneration.
a. A. Snow and 3N1 may terminate the above remuneration
agreements at any time, by mutual agreement.
b. A. Snow
may terminate her service to 3N1 (and remuneration from 3N1) on 30 day's written
notice. In such event, she agrees:
1) That she will not
engage in the marketing of nor in any manner assist in the marketing of
product/s that are competitive with the then products of 3NI or products 3N1 is
then considering the marketing of at a future date. This restriction shall apply
for one year from the date of her resignation.
2) She
also agrees not to reveal trade secrets nor customer or dealer lists of 3NI to
any party or parties unless she has been authorized, in writing by 3NI, to do
so. This restriction shall apply for one year from the date of her
resignation.
c. 3NI may terminate for
cause ("CAUSE") A.
Snow's service to 3NI (and the remuneration for it, described above) on 30 day's
written notice.
The
recommendation to the Board of Directors and its decision to terminate for CAUSE
shall not be based on an employee's exercise of Constitutional rights or based
on employee's race, color, religion, sex, national origin, disability, or age.
Reasons for proposed termination for CAUSE shall be:
1.
Deficiencies pointed out in observation reports,
appraisals or evaluations, supplemental memoranda, or other communications.
2. Failure to fulfill duties or responsibilities.
3. Incompetence or inefficiency in the performance of
required or assigned duties.
4. Insubordination or
failure to comply with official directives.
5. Failure
to comply with Board policies or administrative regulations.
6. Reduction of personnel because of decline in revenues,
or in funding, or because of financial exigency or a change in programs.
7. Drunkenness or excessive use of alcoholic beverages;
illegal use of drugs, hallucinogens, or other substances regulated by the Texas
Controlled Substances Act.
8. The possession, use, or being under the
influence of alcohol, alcoholic beverages, or drugs and narcotics as defined by
the Texas Controlled Substances Act, while on 3M property, or working in the
scope of the employee's duties, or attending any 3Nl sponsored activities.
9. Conviction of a felony or any crime involving moral
turpitude.
10. Disability, not otherwise protected by
law, that impairs performance of required duties.
11.
Immorality, which is conducted the Board determines is not in conformity with
the accepted moral standards of the local business community.
12. Failure to maintain an effective working relationship,
or maintain good rapport with colleagues.
13. Assault on
an employee.
14. Falsification of records or other
documents related to 3NI
15. Misrepresentation of facts
to the Board or 3NI officials in the conduct of normal business.
"Cause" shall include, but not be limited to, violation of
any laws or regulations that might reflect on 3M or injure it in any way; making
of statement/s or claim/s which might reflect badly on 3N1, its management,
employees, and/or its shareholders or, in 3N1's sole opinion, injure 3N1 in any
way. If in 3N1's sole opinion it is possible for A. Snow to effect a remedy, 3M
will give her a reasonable time to do so before terminating the service portion
this agreement.
7. In
the event of any dispute, the laws of the State of Texas will apply.
8. In the event of a dispute between the parties to this
agreement the dispute will be settled by arbitration. The Arbiter will be chosen
by 3M but must be from the American Arbitration Association and be acceptable to
A. Snow or her assigns.
9. The addresses for official
notification of either party are given below. These may be changed at any time
by either party giving 15 days written notice to the other that it wishes to
change its notification address:
[This document was "Signed and agreed to on
January 14, 1998 by Xxxxxx Xxxx for herself and NHP and by Xxxxxx X. Xxxxxx, Xx.
Xxxxxx, and Xxxx Xxxxxxxxxx for 3NI]
MINUTES
OF THE SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
NEUROGENESIS, Inc.
February 11,
1998
The directors of
NeuroGenesis, Inc. (the "Corporation") met by telephone. In attendance were Xxx.
Xxxxx Xxxxx, Mr. Xxxxx Xxxxxx, and Xx. Xxxxxx Xxxxxx. Board Chairman, Xxxxxx X.
Xxxxxx, called the meeting to order at 7:00 P.M. (CST) after declaring that all
of the Corporation's directors were present.
Upon a motion duly made, seconded, and
unanimously carried, the minutes of the previous meeting were accepted.
Upon a motion by Xxxxx Xxxxx and seconded
by Xxxxx Xxxxxx
and following careful consideration the following resolution was passed. (Xxxxxx
abstained as he owns some of the shares of Natural Neuro Nutrition, Inc.):
RESOLVED: That this Corporation accept the offer to
purchase 100% of the shares of Natural Neuro Nutrition, Inc. a Houston, Texas
Corporation, and ownership of Neuro Health Products of Seabrook, Texas, a
privately held company. in exchange for 500,000 Common Shares of NeuroGenesis,
Inc. All of the assets, liabilities, good will and customer base of both of the
acquired companies will become those of NeuroGenesis on completion of 80% or
more of the stock exchange in accordance with the distribution list attached as
Exhibit A.
Upon a motion by
Xxxxx Xxxxxx and seconded by Xxxxx Xxxxx, the following resolution was passed
unanimously.:
RESOLVED: That
Xxxxxx Xxxx of lappet, Texas and Xxxx Xxxxxxxxxx of Houston, Texas, be, and
here-by are, elected to this Board of Directors.
Xx. Xxxxxx moved the meeting
be temporarily adjourned until
the next day. The motion passed unanimously.
The meeting was reconvened at 3:00P.M.,
Thursday, February
12, 1998.
Upon a motion by
Xxxxx Xxxxxx and seconded by Xxxxx Xxxxx, the following resolution was passed
unanimously:
RESOLVED: That
Xxxx Xxxxxx of Seabrook, Texas and Xx. Xxxxx Xxxxx of Seattle, Washington, be,
and here-by are, elected to this Board of Directors and that Xxxx Xxxxxxxxxx be,
and here-by is elected as Secretary of the Corporation, replacing Xxxxx Xxxxx,
following this meeting.
Xxxxx
Xxxxx moved the meeting be adjourned. The motion passed unanimously.
[Signed
by Xxxxx Xxxxx, Corporate Secretary]
|
Exhibit A |
|
| |
|
Shares |
3N1 Shares |
Multiplier |
NGI |
| Xxxxxx |
42,500.00 |
4.535147392 |
192,743.76 |
| Dorrington |
22,500.00 |
4.535147392 |
102,040.80 |
| Xxxxxxx |
7,500.00 |
4.535147392 |
34,013.61 |
| Xxxxxx |
4,500.00 |
4.535147392 |
20,408.16 |
| J. Jaffas |
750.00 |
4.535147392 |
3,401.36 |
| Xxxxx |
10,000.00 |
4.535147392 |
45,351.36 |
| Snow |
NHP |
|
102,040.82 |
| Totals 100% of 3N1 & NHP |
500,000.00 |
XXXX OF SALE
FOR VALUE RECEIVED,
the undersigned Xxxxxx Xxxx of Xxxxxxx,
Texas (Seller) hereby sells and transfers unto NeuroGenisis, Inc. of Houston,
Texas (Buyer), and its successors and assigns forever, the following described
goods and chattels: All assets, liabilities, customer base, and good will of
Neuro Health Products as listed on attachment "A".
Seller warrants and represents that it has
good title to
said property, full authority to sell and transfer same and that said goods and
chattels are being sold free and clear of all liens, encumbrances, and adverse
claims, of every nature and description. Other than those shown on attachment
"A".
Seller further warrants
that it shall fully defend, protect, indemnify and save harmless the Buyer and
its lawful successors and assigns from any and all adverse claim that may be
made by any party against said goods.
It is provided, however,
that Seller disclaims any implied
warranty of condition, merchantability or fitness for a particular purpose. Said
goods being sold in their present condition "as is" and "where is."
Signed this 23rd day of February,
1998. In the presence of:
[Witness: Xxxxxxxxx
Xxxxxx Seller:
Xxxxxx Xxxx]
AGREEMENT
March
12, 1998
Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxxxx, and Xxxxxx Xxxx will receive remuneration from NeuroGenesis, Inc. based upon percentages of the net after all other outlays of cash (the "NET') by NeuroGenesis, Inc. (NGI) . The NET cash flow, available for such remuneration, will be determined by NGI's operations meeting a budget approved by the NGI Board of Directors. The Budget will cover the expected cash flow for three months forward and it will be reviewed each month by the Board during a regularly scheduled meeting. Monies, which are not required by the projected budget, will be disbursed to the officers on the following basis:
Each month, A. Snow will receive
the first available $1,800.00, of the NET. Any month when the NET exceeds
$1,800, the excess will be used to pay X. Xxxxxx up to $900. When this NET exceeds $2,700, the excess will be used to
pay X. Xxxxxxxxxx and X. Xxxxxx equally until they have each received $150. When the NET for any month exceeds
$3,000, A. Snow will receive 60% of the available sum, X. Xxxxxx will receive 30%, X. Xxxxxxxxxx will receive 5%, and X.
Xxxxxx will receive 5%. This method of determining remuneration will continue until A. Snow reaches $3,000 per month.
At that time her increase will stop. When X. Xxxxxx reaches $3,000 per month, his increase will stop. When X. Xxxxxx, or
her anticipated replacement, reaches $2500 per month her increase will stop. As soon as the NET is large enough for X.
Xxxxxxxxxx to receive $3,500 per month, it is anticipated that he will resign from his current position and join NGI, or its
successor, on a full time basis. Remuneration beyond this point will increase with A Xxxxxx receiving 35% of the Net's
increase, A. Snow 30%, X. Xxxxxx 15%, and X. Xxxxxxxxxx 20% until X. Xxxxxx reaches $65,000 per year, (A. Snow,
$60,000; X. Xxxxxx $40,000 and X. Xxxxxxxxxx $55,000.) Remuneration above this point will be determined by the Board
of Directors.
Agreed To March 12, 1998
[Xxxxxx X.
Xxxxxx]
NeuroGenesis, Inc. by Xxxx X.
Xxxxxxxxxx, Secy]
MINUTES OF THE SPECIAL MEETING
OF THE BOARD OF DIRECTORS
OF
NEUROGENESIS, INC.
March, 2, 2000
The directors of Neuro Genmesis, Inc.
(the "Corporation") met in the corporate offices at 2045 Space Park Drive,
Houston, TX, on this date. In attendance were Directors Bieser, Snow, and
Dorrington. In attendance from time to time by telephone from Kent Washington
was Director Xxxxx. Director Xxxxxx earlier agreed to waive notice of the
meeting. But was unable to attend. Board Chairman, Xxxxxx X. Xxxxxx, called the
meeting to order after declaring a quorum to be
present.
Following appropriate discussion and
upon a motion duly m,ade and seconded, the following resolution was
adopted:
RESOLVED: That instead of monthly Board
of Directors meetings, the Executive Board would meet at the Company offices on
the first Wednesday of each month at 4:30 pm. The Executive Board consists of
Bieser, Dorrington, and Snow. If the agenda contains matters requiring the
consideration of the entire Board of Directors, the entire Board will meet at
the time rather than just the Executive Board.
Following appropriate discussion and upon a motion duly made and seconded, the
following resolution was adopted:
RESOLVED: The
Agreement among the officers (copy attached), dated January 13, 1998, and
memorialized in the Corporations records as of March 12, 1998, is hereby
modified as follows, effective March 1, 2000: Xxx. Xxxxxx Xxxx will receive the
first available "Net" of $3,000.00 per month instead of $1800.00. She may hire
additional contract labor to assist her in product fulfillment. The total cost
of employment of this labor may not exceed $500.00 per month. Any person hired
for this work must be informed that this is the maximum they can be paid. It is
expected that as sales volume grows, the Board will be able to raise the $500.00
limit on contract labor.
[Signed for NeuroGenesis, Inc. by Xxxx
Xxxxxxxxxx, Secy.]
Agreed:
[Xxxxxx Xxxx, Executive Board
Member
Xxxx X. Xxxxxxxxxx, Executive Board Member
Xxxxxx X. Xxxxxx,
Executive Board Member]
