MIRENCO, INC.
X.X. Xxx 000
000 Xxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Phone: (000) 000-0000
0 (000) 000-0000
(000) 000-0000
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of June 15,
1999 by and between Mirenco, Inc., (the "Employer"), and J. Xxxxxxx Xxxxxx (the
"Employee").
A. Employer is engaged in the business of promoting and selling electronic fuel
management and vehicle emission control devices for vehicles and engines,
providing information and management services for fleets utilizing our products.
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by the Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as Chief Operating Officer
and to perform those duties prescribed by the Employer's Articles of
Incorporation and Bylaws and as directed by the Board of Directors from time to
time. Employee accepts and agrees to such employment, subject to the general
supervision, advice, and direction of Employer's Board of Directors. Employee
shall also perform (i) such other duties as are customarily performed by an
employee in a similar position, and (ii) such other and unrelated services and
duties as may be assigned to Employee from time to time by Employer's Board of
Directors.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability. experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
provided as such place(s) as the needs, business, or opportunities of the
Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee.
A. Base Salary - a base annual salary of:
1. $45,000 per year from June 15,th until January 1, 2000 or the
D.P.O. is completed whichever comes first,
2. $75,000 from January 1, 2000 or successful close of the Public
Offering. For purposes of this Agreement, the successful close of
the Public Offering" shall mean the close of the Continuous
Offering Period, as defined in the Prospectus for the Public
Offering, and the sale by Mirenco of no less than one million
(1,000,000) shares of its common stock under the Public Offering.
Upon termination of this Agreement by Employee or by the Employer for cause,
payments under this paragraph shall cease; provided however, that the Employee
shall be entitled to payments for periods or partial periods that occurred prior
to the date of termination and for which the Employee has not yet been paid. B.
Bonus Compensation - Employer shall establish an annual bonus pool. The bonus
pool shall be subject to the Board of Directors determination, on an annual
basis, of Company criteria (the "Company Criteria") for establishment of such
bonus pool, which shall be based on profitability and other factors as
determined by the Board. Those persons eligible to participate in this bonus
pool shall be designated by the Employer's Board of Directors. Employee shall be
entitled to participate in this bonus pool. The portion of the bonus pool to be
allocated to each eligible participant shall be at the sole discretion of the
Board of Directors. The Board of Directors shall establish at the beginning of
each year, individual objective goals required for each eligible participant to
earn a minimum stated percentage of the bonus pool if the Company Criteria are
first met. If an employee does not meet the goals established for him or her,
the Board, in its sole discretion may allocate none, all or a portion of the
minimum stated percentage to such Employee. If all of the bonus pool is not
allocated because certain Employees failed to meet their goals and were not
allocated all of their minimum stated percentage, the Board in its sole
discretion may allocate all, part or none of the excess bonus pool funds to
other eligible participants.
C. Stock Options - Employee shall be eligible to receive options to buy
50,000 shares on January 1, 2000 and an option to buy 50,000 shares on January
1, 2001 of Employer's common voting stock for $4.25 per share. The grant of such
options and the terms and conditions, other than price, thereof shall be at the
sole discretion of the Employer's Board of Directors.
Accrued vacation will be paid in accordance with state law and the Employer's
customary procedures.
4. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The
Employer will reimburse Employee for "out-of-pocket" expenses in accordance with
Employer policies in effect from time to time.
5. CONFIDENTIALITY. Employee recognizes the Employer has and will have
information regarding products, prices, future plans, business affairs,
processes, trade secrets, technical matters, customer lists, product design,
copyrights, and other vital and proprietary information (collectively,
"Information") which are valuable, special, and unique assets of Employer.
Employee agrees that the Employee will not at any time or in any manner, either
directly or indirectly, divulge, disclose, or communicate in any manner any
Information to any third party, except in the ordinary performance of his
duties, without the prior written consent of the Employer. Employee will protect
the Information and treat it as strictly confidential. A violation by Employee
of this paragraph shall be a material violation of this Agreement and will
justify legal and/or equitable relief in addition to being grounds for dismissal
for cause.
6. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Employer shall be entitled to an injunction to restrain Employee from
disclosing, in whole or in part, such information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
7. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of the Agreement shall remain in force and effect for one (1) year
after the termination of Employee's employment.
8. NON-COMPETE AGREEMENT. Recognizing that the various items of Information
are special and unique assets of the Company, Employee agrees and covenants that
for a period of one (1) year following the end of the Term of this Agreement,
whether such termination is voluntary or involuntary, Employee will not directly
or indirectly engage in any business competitive with Employer. This covenant
shall apply to all geographical areas in which the Employer conducts business or
from which the Employer otherwise derives revenues and to Internet delivery of
said products and services. Directly or indirectly engaging in any competitive
business includes, but is not limited to, (i) engaging in a business as owner,
partner, or agent, (ii) becoming an employee of any third party that is engaged
in such business, (iii) becoming interested directly or indirectly in any such
business, or (iv) soliciting any customer of Employer for the benefit of a third
party that is engaged in such business. Employee agrees that this non-compete
provision will not adversely affect the Employee's livelihood. Notwithstanding
any of the foregoing provisions of this paragraph 8, this paragraph 8 shall
apply only to products, services, and business lines engaged in by the Employer
on the date of Employee's termination.
9. TERM/TERMINATION.
9.1 Employee's employment under this Agreement shall be for two (2)
years, beginning on June 15, 1999
9.2 If Employee is in violation of this Agreement, Employer may
terminate employment without notice and for cause and with
compensation to Employee only to the date of such termination as
provided in paragraph 3 above. The compensation paid under this
Agreement shall be the Employee's exclusive remedy.
9.3 If this Agreement is terminated by Employer without cause prior to
the end of its Term, Employee shall be paid (i) any bonus payment that
would have been due Employee up to the point of termination for the
year in which Employee was terminated based on the objective criteria
established by the Board of Directors. Such payment shall be paid and
when bonus payments would have been paid to Employee had Employee not
been terminated.
10. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage paid, addressed as follows:
Employer:
Mirenco, Inc.
X.X. Xxx 000 000 Xxx Xxxxxx
Xxxxxxxxx, XX 00000
Employee:
J. Xxxxxxx Xxxxxx
000 Xxxxx Xxxxx
# 000
Xxxxxxxxxx, XX 00000
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth above.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
12. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
13. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
14. WAIVER OF CONTRACTURAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Iowa.
16. ARBITRATION. All disputes under this Agreement that cannot be resolved
by the parties shall be submitted to arbitration under the rules and regulations
of the American Arbitration Association with the arbitration to be held in Des
Moines, Iowa. Either party may invoke this paragraph after providing 30 days'
written notice to the other party. All costs of arbitration shall be divided
equally between the parties. Any award may be enforced by a court of law.
Employer:
Mirenco, Inc.
X.X. Xxx 000 000 Xxx Xxxxxx
Xxxxxxxxx, XX 00000
By: /S/ XXXXXX XXXXXXX
------------------
Title: PRESIDENT
AGREED TO AND ACCEPTED
Employee:
J. Xxxxxxx Xxxxxx
000 Xxxxx Xxxxx
# 000
Xxxxxxxxxx, XX 00000
/S/ J. XXXXXXX XXXXXX
---------------------
(signed)
