EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of January 1,1996, by and between Eurotech,
Ltd., a District of Columbia corporation with offices at 0000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xx Xxxxx, XX 00000-0000 (the "Corporation") and Xxxxxxxx Xxxxxx, Xx.,
having an office at 0000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 (the
"Employee").
WITNESSETH:
WHEREAS, the Corporation desires to engage Employee in an executive
capacity to perform services for the Corporation, and Employee desires to
perform such services, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, the parties agree as follows:
1. Employment.
The Corporation hereby employs Employee and Employee hereby accepts
such employment under the terms and conditions hereinafter contained, beginning
as of the date first set forth above.
2. Duties; Agreement to Serve.
So long as he is employed hereunder, Employee shall be the President
of the Corporation and Employee shall perform such duties for the Corporation
consistent with his position and office as may be assigned to him from time to
time by the Board of Directors.
3. Compensation.
(a) So long as Employee is employed hereunder, the Corporation shall
pay to Employee as compensation for his services, subject to subsection (b) of
this Paragraph 3, and Employee agrees to accept as full payment therefor, an
annual salary of $77,374 payable in equal monthly installments or such other
installments as Employee may reasonably request.
(b) The Corporation shall issue to the Employee 255,000 shares of
Common Stock, which such shares of common stock shall be "restricted securities"
and shall remain restricted until such time as the securities are registered or
unless an exemption from registration permits the transfer thereof. Nothing
contained herein shall
be deemed to limit or prevent Employee from receiving and accepting such
additional benefits, emoluments, privileges, rights, pensions, bonuses,
insurance, and the like as the Board of Directors shall deem proper and in the
best interests of the Corporation. Neither the Corporation's grant nor
Employee's receipt of any such additional benefits, emoluments, privileges,
rights, pensions, bonuses, insurance, and the like shall be deemed to affect,
modify, impair, or amend the terms of this Agreement.
4. Reimbursement of Expenses.
The Corporation agrees to reimburse Employee for all reasonable
business expenses actually and properly incurred by Employee in the discharge of
his duties hereunder, upon presentation by Employee of vouchers or other
documentation reasonably satisfactory to the Corporation substantiating such
expense.
5. Benefits.
In addition to the compensation under Paragraph 3, Employee, during
the term of this Agreement, shall be entitled to participate in all pension,
retirement, and profit-sharing plans, and other fringe benefits, including,
without limitation, medical, hospital, major medical, life insurance, and
statutory disability coverage which the Corporation may from time to time make
generally available to other employees of the Corporation, on the same basis as
such plan or plans and benefits are made generally available to such individuals
(subject, however, to the provisions of said plans), or for the benefit of
Employee alone or solely for the officers of the Corporation. The Board of
Directors may also include Employee as a participant in any
management-incentive, stock option, bonus, or similar plan established by the
Board, subject, however, to the provisions of any such plan or plans.
6. Covenant Not to Compete; Confidentiality.
(a) Employee covenants that, during the term of his employment by
the Corporation, and for a period of one year thereafter, he will not engage
directly or indirectly, in, or serve as an employee or consultant to, any
Competing Business and shall not lend assistance of any kind to such Competing
Business. For the purposes of this Agreement, "Competing Business" shall be
deemed to mean any person, firm or corporation (other than an entity which is or
hereafter becomes an affiliate of the Corporation), which within a fifty mile
geographical radius of the area where the Corporation sells or markets its
products or services, is engaged in the sale or marketing of information systems
or services in The People's Republic of China. Employee's ownership or holding,
directly or indirectly, of securities constituting less than two percent (2%) of
the issued and outstanding securities of any corporation, the securities of
which are regularly traded on a national securities exchange or in the
over-the-counter market, which would otherwise be prohibited by the foregoing
provisions, shall conclusively be deemed not to be in breach of Employee's
covenant set forth herein.
(b) Employee further covenants that during the term of his
employment, and for a period of three years thereafter, irrespective of whether
any future termination is voluntary or involuntary or with cause, he will not
disclose, divulge, utilize, furnish, or make accessible to anyone (other than in
the regular course of the business of the Corporation) or use for his own
benefit, gain or otherwise, any information concerning any inventions,
discoveries, improvements, processes, computer software programs, know-how,
ideas, trade secrets, customer lists, or any confidential materials, data,
information or instructions, technical or otherwise, issued or proclaimed, for
the sole use of the Corporation, disclosed to him or in any way acquired by him
during his employment hereunder; it being the intent of the Corporation, with
which Employee agrees, to restrict him from disseminating or using any
information which is unpublished and not readily available to the general
public. The parties hereby stipulate that all such information is confidential
material and affects the successful conduct of the business and the goodwill of
the Corporation. Nothing herein shall restrict Employee from disseminating, or
otherwise using any information which is published or which is or becomes
readily available to the general public through no action by Employee.
(c) Employee agrees that his engagement in any competition with the
Corporation in violation of his undertaking pursuant to subparagraph (a) of this
Paragraph 6 or the disclosure by him of any confidential material may result in
irreparable injury and damage to the Corporation which will not be adequately
compensable in money damages; that the Corporation may have no adequate remedy
at law therefor, and that the Corporation may obtain such preliminary, temporary
or permanent mandatory or restraining injunctions, orders or decrees as may be
necessary to protect it against or on account of any breach by Employee of the
foregoing.
(d) Employee agrees that upon any termination of his employment,
whether voluntary or involuntary, or with cause, he will notify any new partner,
associate, or any other person, firm or corporation with whom he becomes
associated in any capacity whatsoever, of the existence of this Agreement and
the provisions of this Paragraph 6, and that the Corporation may give similar
notice thereof.
(e) The covenants by Employee set forth in this Paragraph 6 shall be
construed as an agreement independent of this or the provisions of any other
agreement between the parties. The existence of any claim or cause of action by
Employee against the Corporation, whether predicated upon this or any other
agreement, or otherwise, shall therefore not constitute a defense by Employee to
the enforcement of the provisions of this Paragraph 6.
(f) While the restrictions set forth in this Paragraph 6 are
considered by the parties to be reasonable in all circumstances, it is
recognized that restrictions of the nature in question may fail for reasons
unforeseen, and accordingly it is hereby agreed and declared that if any such
restrictions shall be adjudged to be void as going beyond what is reasonable in
all the circumstances for the protection of the
interests of the Corporation but would be valid if part of the wording thereof
were deleted, or the period thereof reduced, or the range of activities or area
dealt with thereby reduced in scope, the said transaction shall apply with such
modifications as may be necessary to make it valid and effective.
7. Disability.
For the purposes of this Agreement, "permanent disability" shall
mean Employee's inability to perform his duties for a period of six consecutive
months, by reason of any physical or mental incapacity, in a manner
substantially consistent with the manner in which he had performed such duties
prior to the first occurrence of such inability; provided, however, that if a
disability insurance policy is maintained by the Corporation for the benefit of
Employee, the definition of "permanent disability" for this Agreement shall also
include any condition defined by or stated in said policy. The "date of
permanent disability" shall be deemed to be the six month anniversary of the
date on which Employee first became unable to perform his duties as provided in
this Paragraph 7. Employee shall be entitled to his full pay and benefits until
the date of permanent disability, reduced by any disability benefit payments to
him until such date.
8. Termination.
(a) Notwithstanding anything herein contained to the contrary, the
Corporation shall have the right to terminate Employee's employment hereunder
immediately upon the occurrence of any of the following circumstances:
(i) Upon determination of the Board with cause;
(ii) Employee's conviction of a felony;
(iii) Employee's breach of any of the material terms of this
Agreement, provided such breach remains uncured 30 days
after the Corporation gives Employee written notice of
such breach;
(iv) Employee's death; or
(v) Employee's permanent disability, as defined in Paragraph
7 hereof.
(b) In the event that this Agreement is terminated pursuant to
Paragraph 8(a)(i) hereof, Employee shall be entitled to receive the monthly
compensation contemplated by Paragraph 3(a) for the remainder of the term of
this Agreement.
(c) For the purpose of this Agreement, the term "cause" as used in
Paragraph 8(a)(i), above, shall mean: Employee's willful misconduct or neglect
of duties or commission of other acts or failure to act which are determined by
the Board to be contrary to the best interests of the Corporation.
9. Term and Renewal.
Unless sooner terminated as provided herein, the term of this
Agreement shall be for a term commencing as of the date hereof, and extending to
and through December 31, 1996. This Agreement shall be automatically renewed on
January 1, 1997 for a two-year period and each second anniversary date thereof
for two-year periods unless either party shall, not later than 90 days before
the expiration of the term then in effect, give written notice of his or its
intention not to renew. Any such renewal shall be upon the same terms and
conditions as contained in this Agreement, provided, however, that the
compensation provided for as of the date hereof for the initial term may be
modified as the parties shall agree for each such successive term and any such
modification shall be incorporated into an amendment hereto executed by the
parties.
10. Employee's Warranties.
Employee warrants that he has full power and authority to enter into
this Agreement and that such act, and the performance of his obligations
hereunder, will not conflict with any other agreements or undertakings to which
he is a party or to which he is bound, or give rise to any claim or proceeding
against the Corporation, and that he will fully indemnify the Corporation and
hold it harmless from and against any and all such claims, charges or
liabilities, including reasonable attorneys' fees, incurred by the Corporation
in connection therewith.
11. Notices.
Any and all notices or other communications given under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of delivery, if delivered in person, or three days after mailing, if mailed
within the continental United States, postage prepaid, by registered or
certified mail, to the party entitled to receive same, at his or its address or
addresses as either party shall specify in a notice given in conformity with the
provisions of this paragraph. Copies of all notices or other communications
given to the Corporation shall be sent to Ruffa & Ruffa, P.C., 000 Xxxx 00xx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxx, Esq.
12. Miscellaneous Provisions.
(a) This instrument represents the entire Agreement between the
parties and supersedes any prior agreement or understanding among them with
respect to the subject matter hereof. No provision hereof, including, without
limitation, this
Paragraph 12, may be amended, modified, terminated, or revoked except by a
writing signed by all parties hereto.
(b) This Agreement contemplates the personal services of Employee,
and neither this Agreement nor any of the rights herein granted to Employee or
the duties assumed by him hereunder may be assigned by him. This Agreement, and
the rights of the Corporation hereunder, may be assigned by the Corporation only
in connection with the sale of the business of the Corporation. This Agreement
shall be binding upon and inure to the benefit of the parties and their
respective heirs, legal representatives, successors, and assigns, except as
otherwise provided in this Agreement.
(c) No waiver of any breach or default hereunder shall be considered
valid unless in writing, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature.
(d) If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision Of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
(e) This Agreement is a contract made under the laws of the State of
California and shall in all respects be governed by and construed in accordance
with the laws of the State of California.
(f) The captions and headings contained In this Agreement are for
convenience only and shall not be construed as a part of this Agreement.
(g) This Agreement may be executed in any number of counterparts.
each of which shall be deemed an original and all of which shall constitute one
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
EMPLOYER: EUROTECH, LTD
By: /s/ [Illegible]
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EMPLOYEE:
XXXXXXXX X. XXXXXX, Xx.
/s/ Xxxxxxxx X. Xxxxxx, Xx.
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