EMPLOYMENT AGREEMENT
by and between
PUREZZA GROUP, INC.
and
XXXXXXX X. XXXXX
Prepared by:
XXXXXX X. XXXXXXX
ATTORNEY AT LAW, P.C.
000 XXXXX XXXX XXXXXX
XXXXX 00
XXX XXXX, XX 00000
(000) 000-0000
1
TABLE OF CONTENTS
-------------------
1. TERM OF EMPLOYMENT.........................................................1
2. DUTIES.....................................................................1
3. COMPENSATION AND OTHER BENEFITS............................................2
4. DEATH AND DISABILITY.......................................................3
5. TERMINATION................................................................5
6. COVENANTS OF THE EMPLOYEE..................................................7
7. INDEMNIFICATION............................................................8
8. SURVIVAL...................................................................8
9. BINDING EFFECT, BENEFITS...................................................8
10. NOTICES....................................................................8
11. ENTIRE AGREEMENT...........................................................9
12. AMENDMENTS AND WAIVERS.....................................................9
13. SECTION AND OTHER HEADINGS.................................................9
14. SEVERABILITY..............................................................10
15. VENUE.....................................................................10
16. GOVERNING LAW.............................................................10
17. COUNTERPARTS..............................................................10
2
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT, made effective this lst day of October, 2001 (the
Effective Date"), by and between PUREZZA GROUP, INC., a Nevada corporation,
with offices at X000 Xxxxx Xxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 (the
"Employer") and Xxxxxxx X. Xxxxx, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx.,
Xxx Xxxx 00000 (the "Employee").
W I T N E S S E T H:
WHEREAS, the Employer desires to utilize the services of the Employee,
and the Employee desires to be employed by the Employer upon the terms and
conditions set forth in this Employment Agreement.
NOW, THEREFORE, in consideration of the promises and of the covenants
and agreements herein provided, and with the foregoing being deemed incorporated
hereinbelow, the parties hereto do hereby agree as follows:
1. TERM OF EMPLOYMENT.
1.1 The Employer hereby employs the Employs and the Employee hereby
accepts employment with the Employer, all in accordance with the
terms and conditions hereof, for a five (5) year term commencing
on the Effective Date of this Agreement and ending five (5) years
from the Effective Date set forth hereinabove. This Agreement
will remain in full force and effect for the term hereof, unless
sooner terminaTed in accordance with Article "4" or "5".
2.DUTIES.
2.1 During the continuance hereof (the "Employment Period"), the
Employee shall be employed by the Employer as President and member
of the Board of Directors or in such other similar position or
positions as may be determined from time to time by the Board of
Directors of the Employer with such duties, responsibilities and
powers as may reasonably be related to such position or positions
and as shall from time to time be assigned to Employee in such
positions.
2.2 During the Employment Period, the Employee shall competently and
diligently continue to devote so much of Employee's time, energy
and attention to the business affairs of the Employer and use
Employee's efforts, skills and abilities to promote the interests
of the Employer as may reasonably be required to carry out the
3
business purposes of the Employer. Unless the Employee obtains
the consent of the Employer in writing, the Employee agrees not to
engage in any other business which is directly competitive during
the term of Employee's employment with the Employer. The
provisions of this section shall not be construed as preventing
the Employee from inventing Employee's personal assets or being
involved in businesses which do not directly compete with the
Employer.
3. COMPENSATION AND OTHER BENEFITS.
3 .1 Throughout the Employment Period, the Employer agrees to pay the
Employee compensation for Employee's services pursuant to the
terms of this Employment Agreement as follows:
3.1.1 During months one (1) through twelve (12) a base salary of
Sixty Thousand ($60,000.00) Dollar. per annum payable
weekly with all withholdings to be deducted by Employer,
plus options to purchase the Employer's shares of common
stock in accordance with Schedule 3.1.1.
3.1.2 During months thirteen (13) through nineteen (19) a base
salary of One Hundred Thousand ($100,000) Dollars per
annum payable weekly with all withholdings to be deducted
by Employer, plus options to purchase the Employer's
shares of common stock in accordance with Schedule 3.1.1.
3.1.3 During months twenty (20) through twenty-six (26) a base
salary of One Hundred Fifty Thousand ($150,000} Dollars
per annum payable weekly with all withholdings to be
deducted by Employer, plus options to purchase the
Employer's shares of common stock in accordance with
Schedule 3.1.1.
3.1.4 During months twenty-seven (27) through thirty-two (32) a
base salary of Two Hundred Thousand ($200,000) Dollars per
annum payable weekly with all withholdings to be deducted
by Employer, plus options to purchase the Employer's
shares of common stock in accordance with Schedule 3.1.1.
3.1.5 During months thirty-three (33) through sixty (60) a base
salary of Two Hundred Fifty Thousand ($250,000} Dollars
per annum payable weekly with all withholdings to be
deducted by
4
Employer, plus options to purchase the Employer's shares
of common stock in accordance with Schedule 3.1.1.
3.2 It is understood that throughout the term of this
Agreement the Employee shall be granted periodic increases
to the above annual base salary. The said increases shall
be based upon the Employee's performance of Employee's
duties as set forth in section 2 above and cost of living
1ncreases. Thus, the annual salary at the time of any
termination as set forth in section 5 below shall be based
upon the amount of compensation at the time of termination
rather than the base salary.
3.3 Upon submission of appropriate invoices or vouchers, in
such form as may be necessary to substantiate
deductibility for united States federal Income Tax
purposes, the Employer shall payor reimburse the Employee
for all reasonable expenses incurred by the Employee in
the performance of Employee's duties hereunder in
furtherance of the business of the employer.
3.4 The Employee shall be entitled to participate in any
fringe benefit plan available to the Employer's employees
as in effect from time to time, to the extent that
Employee may be eligible to participate under the
applicable provisions of any such plan, and to receive
such other fringe benefits as may be agreed upon in
writing.
3.5 The Employee shall be entitled to such paid vacation time
during each twelve (1.2) months during the Employment
Period as shall be mutually agreed upon by the Employer
and the Employee, but in no event shall the Employee be
entitled to less than four (4) weeks vacation time with
respect to any twelve (12) month employment period.
Vacation time shall be taken on reasonable prior notice
and at 4 time and in a manner designed not to interfere
with the proper operation of the business of the Employer.
Unused vacation time may be accumulated from year to year.
However, the Employee may be paid for any unused vacation
time as the parties may agree.
4. DEATH AND DISABILITY.
4.1 Death: If the Employee dies during the Employment Period,
the Employment Period shall thereupon terminate for all
purposes of this Agreement and the Employer's obligations
hereunder shall terminate immediately and the Employee's
estate or legal representative shall be entitled only to the
following:
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4.1.1 All salary shall, in accordance which Section 3.1,
be paid through the balance or the full term of
this Agreement;
4.1.2 Any unissued options, as determined in accordance
with this Agreement, earned by the Employee in
respect of any calendar year prior to the calendar
year in which occurs the death of the Employee;
4.1.3 Any unissued options, as determined in accordance
with this Agreement, earned by the Employee in
respect of the year in which occurs the death of
the Employee; and
4.1.4 Any expenses incurred through the date of the
Employee's death, as determined in accordance with
Article 3 of this Agreement.
4.1.5 In addition, the Employer shall pay the legal
representAtive of the estate of the Employee or to
the appropriate distribute or distributes of the
estate of the Employee, as the case may be, in
exchange to any shares of the common stock of the
Employer held by the Employee as of the date of
the Employee's death. However, in the event any
stock options have been granted to the Employee
during the term of this Agreement, or any
subsequent extension, which were exercisable by
the Employee at the time of Employee's demise or
at a future date, the options must be exercised by
the deceased Employee's estate within one hundred
eighty (180) days of the date of death.
4.2 Disability: If the Employee is unable to perform
Employee's duties as required pursuant to the terms of
this Agreement by reason of mental or physical illness or
incapacity, the Employer agrees to continue all payments
due hereunder for the balance of the full term of this
Agreement. Notwithstanding anything to the contrary
contained herein, the Employee shall be considered
disabled and the Employer shall terminate this Agreement
at any time the Employee shall be absent from employment
as a result of mental or physical illness or incapacity
for a continuous period of ninety (90) days. Upon any such
termination, the Employee shall be entitled to the
following:
4.2.1 All salary shall be paid in accordance with
section 3.1 through the balance of the full term
of this Agreement;
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4.2.2 Any unissued options, as determined in accordance
with this Agreement earned by the Employee in
respect of any calendar year prior to the calendar
year in which Occurs the disability of the
Employee;
4.2.3 Any unissued options, as determined in accordance
with this Agreement, earned by the Employee in
respect of the year in which occurs the disability
of the EmPloyee; and
4.2.4 Any expenses incurred through the date of the
commencement of Employee's disability, as
determined in accordance with Article 3 of this
Agreement.
4.2.5 In addition, in the event that the Employee shall,
by reason of any medically determinable physical
or mental impairment which has lasted for a period
of at least one hundred eighty (180) days and
which renders the Employee unable to perform
Employee's duties hereunder, the Employee shall
be deemed disabled and the Employer shall purchase
from the Employee and the Employee shall sell to
the Employer any shares to common stock of the
Employer held by the Employee at the expiration of
such one hundred eighty (180) day period in
accordance with the prov1sions of this Agreement.
5 TERMINATION.
------------
5.1 This Agreement and the Employee's employment hereunder
may be terminated by the Employer for cause at any time.
Upon any such termination, the Employee shall be entitled
only to the following:
5.1.l All salary, as determined in accordance with
section 3.1 of this Agreement, through the full
term of this Agreement;
5.1.2 Any unissued options, as determined in accordance
with this Agreement earned by the Employee in
respect of any calendar year prior to the calendar
year in which occurs the effective date of such
termination;
5.1.3 Any unissued options, as determined in accordance
with this Agreement, earned by the Employee in
respect of the year in which occurs the effective
date of such termination, prorated to the date of
death; and
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5.1.4 Any expenses incurred by the Employee through the
effective date of such termination, as determined
in accordance with section 3.2 of this Agreement.
5.2 For the purposes of this Agreement, "cause" shall be defined
as:
5.2.1 The Employee having been convicted without a right
of further appeal of any felony crime, including
but not limited to, fraud or embezzlement;
5.2.2 Any substantial failure or refusal to perform or
any substantial breach of Employee's duties
assigned to Employee in good faith without
arbitrary or capricious intent pursuant to Article
2 of the Agreement as an employee of the
Employer.
5.3 The Employer shall have the right to terminate the
employment of the Employee immediately upon the occurrence
of events constituting "cause" as defined above and shall
give the Employee thirty (30) days written notice of
termination of employment for "cause". If the Employee has
not, within the reasonable opinion of the board of directors
of the Employer, cured Employee's failure or refusal to
perform or breach of Employee's duties as an employee or
commenced during any default that takes more than thirty
(30) days to cure, the employment of the Employee will
terminate at the end of such period. The Employee shall have
a right to appear' before the board of directors of the
Employer to discuss any termination for cause pursuant to
this section.
5.4 Notwithstanding the foregoing, in the event the Employer
terminates employment without cause or sUbstantially
interferes with the Employee's duties and functions which
would be attributable to the Employee's position or
transfers the ownership or management of the business then,
in that event, the Employee may deem this Agreement breached
by the employer and Employee shall be entitled to receive
severance pay representing full payment of all salary,
options issued and perquisites through to the expiration
date of this Agreement, which amount shall be paid
immediately upon such termination.
5.4.1 In the event of termination pursuant to this
section, the Employee may also seek other
employment which is directly competitive with that
of the Employer.
5.4.2 In the event of such termination, Employee shall
have the right to file financing.
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statements where appropriate to secure Employer's
obligation to Employee and Employee may execute
such financing statements on behalf of Employer.
6. COVENANTS OF THE EMPLOYEE.
6.1 Confidential Information: The Employee covenants and
agrees that Employee will not at any time during
Employee's employment, reveal, divulge or make known to
any person or use for Employee's own account any
confidential or proprietary information whatever,
including but not limited to, client and/or customer lists
of the Employer (any and all of which are hereinafter
referred to as the "Confidential Information") previously
used by the Employer during the Employment Period and made
known (whether or not with the knowledge and permission of
the Employer) to the Employee by reason of Employee's
employment by the Employer. The Employee further covenants
and agrees that Employee shall retain all such knowledge
and information which Employee shall acquire or develop
respecting such Confidential Information in trust for the
sole benefit of the Employer and its successors and
assigns unless Employer breaches this Agreement. This
section shall not apply to information made known to the
Employee by reason of Employee's outside personal business
interests or personal investments made in accordance with
this Agreement so long as such information is not
Confidential Information used by the Employer prior to
Employees employment with Employer.
6.2 Covenant Not to Compete: The Employee covenants and agrees
that for such period as Employee shall be employed by the
Employer and so long as Employer is not in breach of this
Agreement, Employee will not, without the prior written
consent of the Employer, directly, whether as principal or
as agent, officer, director, employee, consultant,
stockholder, investor (other than a holder of not more
than five (5%) percent of any class of securities traded
on a national or regional stock exchange) or otherwise,
alone or in association with any other person, firm,
corporation, or other business organization, carry on or be
engaged, concerned or take part in or render like services
to or own any interest in any firm, corporation or other
business organization which is engaged in the same
business to that engaged in by Employer.
6.3 Non-Interference Covenant: The Employee covenants and
agrees that for such period as Employee shall be employed
by the Employer, Employee will not, whether to Employee's
own account or for the account of any other
9
person, firm, cOrporation or other business organization,
intentionally interfere with the Employer's relationship
with or endeavor to entice away from the Employer, any
person who is employed by or associated with the Employer
in an executive, managerial or sales capacity.
7. INDEMNIFICATION.
7.1 The Employer agrees to indemnify the Employee for any liability
that may be asserted against the Employee for any acts of the
Employee prior and subsequent to the commencement of the term of
this Agreement including, but not limited to, the cost of defense
against any such assertion or other matters related thereto.
8. SURVIVAL
8.1 At the sole discretion of the Employee, in the event the Employer
shall sell the business to, or merge with, a third party. this
Employment Agreement shall survive between the Employee and the
third party as the new Employer. In the event the Employee elects
to terminate this Agreement upon such sale, the Employer shall pay
to the Employee immediately the full salary and value of the
perquisites and issue all options due to Employee in accordance
with Article 3 through the balance of the full term of this
Agreement.
9. BINDING EFFECT BENEFITS.
9.1 This Agreement shall inure to the benefit of and shall be binding
Upon the parties hereto and their respective successors, assigns,
heirs and legal representatives. Insofar as the Employee is
concerned. this contract, being personal, cannot be assigned.
10. NOTICES.
10.1 All notices, requests, demands and other communications which are
required or which may be given pursuant to this Agreement
shall be in writing and shall be deemed to have been given if
delivered personally or sent by certified mail or express mail,
return receipt requested, postage prepaid or facsimile actually
received, to:
if to Employee:
Xxxxxxx X. Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx. xXX
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (212} 000-0000
Facsimile: (212) S29-88d4
10
with a copy to:
XXXXXX X. XXXXXXX, ATTORNEY AT LAW, P.C.
Attn: Xxxxxx X. Xxxxxxx, Esq.
000 Xxxxx Xxxx Xxxxxx
Xxxxx 00
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
if to Employer:
PURBZZA GROUP, INC.
Attn: Xxxxxx Xxxxxx
c/o World Trade Partners Inc.
Xxx Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: ('54) 761-1617
or to such address as may be furnished from time to time in
writing by the parties hereto. Any notices not given in
accordance with this section shall not be deemed invalid if
actually received within the time required.
11. ENTIRE AGREEMENT.
11.1 This Agreement contains the entire agreement between the
parties hereto and supersedes all prior agreements and
understandings, oral or written, between the parties
hereto with respect to the subject matter hereof.
12. AMENDMENTS AND WAIVERS.
12.1 This Agreement may not be modified or amended except by
an instrument or instruments in writing signed by the
party against whom enforcement or any such modification
or amendment is sought. Either party hereto may, by an
instrument in writing, waive compliance by the other
party with any term or provision of this Agreement on the
part of such other party hereto to be performed or
complied with. The waiver by any party hereto of a breach
of any term or provision of this Agreement shall not be
construed as a waiver of any subsequent breach.
13. SECTION AND OTHER HEADINGS.
13.1 The section and other headings contained in this
Agreement are for the reference purposes only and shall
not be deemed to be a part of this Agreement or to
control or affect the meaning or construction of any
provision of this Agreement.
14. SEVERABILITY.
14.1 If any term or provision of this Agreement is held or
deemed to be invalid or unenforceable, in whole or in
part, by a court of competent jurisdiction, this
Agreement shall be ineffective to the extent of such
invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of
this Agreement.
15. VENUE.
15.1 Any controversy or claim arising out of or relative to
this Agreement, or the breach thereof, shall be subject
to the jurisdiction of the Supreme Court of the State of
New York (or the Justice Court of the town of Clarkstown,
if the jurisdiction is sufficient to permit a full
recovery to the Plaintiff in any action) with venue for
all proceedings to be held in Rockland County, State of
New York.
16. GOVERNING LAW.
16.1 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of
New York, without regard to any principles of conflicts
of law.
17. COUNTERPARTS.
17.1 This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original,
and all of which together shall be deemed one and the
same instrument.
IN WITNESS WHEREOF I the parties hereto have duly executed this
Agreement on the year and day first above written.
EMPLOYER: EMPLOYER:
PUREZZA GROUP, INC. PUREZZA GROUP, INC.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxx
--------------------- ---------------------
XXXXX XXXXX, EXECUTIVE VICE XXXXX XXXXX, ACTING PRESIDENT
PRESIDENT AND DIRECTOR OCTOBER 1, 2001
REAFFIRMED ON MARCH 22, 2002,
AS OF OCTOBER 1, 2001
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------- ---------------------
XXXXXXX X. XXXXX, EMPLOYEE XXXXXXX X. XXXXX, EMPLOYEE
REAFFIRMED ON MARCH 28, 2002, OCTOBER 1, 2001
AS OF OCTOBER 1, 2001
11
SCHEDULE 3.1.1
OPTIONS
The options are at the predetermined cost set forth below or the market at the
time if issuance, whichever is lower:
No. of Options Price Employers Gross Revenue or Earnings as Set Forth
-------------- ------ --------------------------------------------------
500,000 $ .50 Options Issued at $1,000,000.00 in Revenue
500,000 $1.00 Options Issued at $250,000.00 in Earnings
500,000 $2.00 Options Issued at $2,000,000.00 in Revenue
500,000 $2.50 Options Issued at $500,000.00 in Earnings
500,000 $2.50 Options Issued at $4,000,000.00 in Revenue
500,000 $3.00 Options Issued at $750,000.00 in Earnings
1,000,000 $5.00 Options Issued at $1,000,000.00 in Earnings
1,000,000 $5.00 Options Issued at $2,000,000.00 in Earnings
1,000,000 $7.00 Options Issued at $5,000,000.00 in Earnings
1,000,000 $7.00 Options Issued at $7,500,000.00 in Earnings
