Exhibit 4
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the 23rd day of March, 2001, between THERMALTEC
INTERNATIONAL CORP., a Delaware Corporation, with principal offices at 00X Xxxxx
Xxxxxx, Xxxxxxx, Xxx Xxxx (hereinafter referred to as the "Company") and Xxxxx
X. Xxxxxxx, residing at 0 Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (hereinafter
referred to as "JWZ").
WITNESSETH:
WHEREAS, the Company desires to formalize its relationship with JWZ and
JWZ wishes to formalize his relationship with the Company; and
WHEREAS, JWZ has the requisite experience, background and skills, and
is willing to formalize his relationship with the Company on the terms and
subject to the conditions contained herein.
NOW, THEREFORE, the parties have agreed to the following:
1. Employment. The Company hereby employs JWZ, and JWZ hereby
agrees to enter into the agreement with the Company, as General Manager of the
Company and as President of Transventures, Inc., a wholly owned subsidiary of
the Company, and shall report directly to the Chairman and President of the
Company.
2. No Breach of Obligations. JWZ represents and warrants to the
Company that he has the requisite skills and experience, and has proven his
values and abilities to the Company, and is ready, willing and able to perform
those duties attendant to the position for which he is hired and that his entry
into this Agreement with the Company does not constitute a breach of any
agreement with any other person, firm or corporation, nor does any prior
agreement between JWZ and any person, firm or corporation contain any
restriction or impediment to the ability of JWZ to perform those duties for
which he was hired, or which may be assigned to, or reasonably expected of him.
3. Services. During the full term of this Agreement, JWZ shall
perform to the best of his abilities the following services and duties, in such
manner and at such times as the Company may direct, the following being included
by way of example and not by way of limitations:
a) JWZ will be available to discuss all company matters that are
presented to him, within a reasonable time;
b) JWZ shall work at the direction of and aid and assist the
Chairman and CEO and President and any other such Officer of
the Company as directed by the Chairman and CEO;
c) JWZ shall consult with the advise and advise the officers of
the Company, either orally, or at the request of the Company,
in writing, to such matters as the Company shall deem
necessary to discuss relating to the operations of the
Company; and
d) JWZ shall be responsible for such other duties and
responsibilities as necessary to fulfil his duties as assigned
by the President and Chairman/CEO.
4. Place of Performance. JWZ agrees to perform his duties
hereunder and agrees to the extent that it has been determined necessary and
advisable, in the discretion of the Chairman and CEO, to travel to any place in
the United States, or to a foreign country, where his presence is or may
reasonably be required for the performance of his duties hereunder.
5. Term and Compensation. This Agreement shall have a term of One
(1) year from the date indicated above. The Company hereby agrees to compensate
JWZ; and JWZ hereby accepts for the performance of the services of JWZ, as
indicated below:
a) Salary. The Company shall pay to JWZ an annual salary of
$96,000.00 per year.;
b) Stock. JWZ shall be entitled to the issuance of 25,000 shares
as a bonus for entering the employ of the Company;
c) Insurance and Medical Benefits. The Company shall maintain
insurance and medical benefits for JWZ equal to those
available to its executives;
e) Automobiles. JWZ shall be entitled to an allowance for the use
of an automobile as determined by the Board of Directors; and
g) Other. JWZ shall be entitled to any other benefits as approved
by the Board of Directors
6. Representation and Warranties of JWZ. By virtue of his
execution hereof, and in order to induce the Company to enter into this
Agreement, JWZ hereby represents and warrants, as follows:
a) JWZ is not presently actively engaged in any business,
employment or venture which is, or may be, in direct conflict
with the business of the Company;
b) JWZ has full power and authority to enter this Agreement with
the Company and to perform in the time and manner
contemplated; and
c) JWZ is in good health and is not aware of any material medical
conditions that will act as a bar to the Company's obtaining
"Key Man" and/or disability income insurance policy on his
life, should the Company so elect;
d) JWZ's compliance with the terms and conditions of this
Agreement, in the time and the manner contemplated herein,
will not conflict with any instrument or agreement pertaining
to the transaction contemplated herein, and will not conflict
in, result in a breach or, or constitute a default under any
instrument to which he is a party;
e) JWZ represents that he shall devote his best efforts to the
success of the Company.
7. Representation and Warranties of the Company. By virtue of the
execution of this Agreement, the Company hereby represents and warrants to JWZ
as follows:
a) The Company and JWZ agree that JWZ shall receive reimbursement
for all reasonable expenses incurred by JWZ in connection with
the performance of his duties hereunder subject to compliance
with the Company's procedures; and the Company shall pay to
JWZ directly, or reimburse JWZ for all other reasonable
necessary and proven expenses and disbursements incurred by
JWZ for and on behalf of the Company in the performance of
JWZ's duties during the term of this Agreement.
b) JWZ agrees and consents to being the subject of such policy or
policies of disability income and/or key man insurance as the
Company, in its sole discretion, elects to carry on JWZ's
life. The Company shall be the owner and beneficiary of any
such policy and/or policies, and shall pay the premiums
thereon; and JWZ agrees and consents to such arrangements.
Notwithstanding the forgoing, and so long as adequate and
customary arrangements are made with respect thereto, JWZ's
wife or children may be named co-beneficiaries on such split
dollar insurance policy or policies, as JWZ reasonably
desires. The Company shall have the right and option of
selecting the carrier(s) of such insurance and the form
thereof (i.e. whole life, term, etc.). Upon termination of
JWZ's employment, he shall have the right to purchase any and
all policies owned by the Company on his life, subject to the
term of this Agreement upon paying the Company on his life
insurance policy or policies, subject to the term of this
Agreement upon paying the Company within thirty (30) days of
such termination, an amount equal to 10% of the cash value,
including 10% of the cash value of dividend additions or
deposits, if any, of such policy, as of the date such right is
exercised, less the amount of any policy loan with accrued
interest. The Company, upon such payment, shall execute the
instruments necessary to transfer such policies to JWZ or his
estate.
8. Laws of the State of New York. This Agreement is being
delivered in the State of New York and shall be construed and enforced in
accordance with the Laws of the State of New York, irrespective of the state of
Incorporation of the Company and the place or domicile of JWZ.
9. Remedies on Breach. Any remedies on breach of this Agreement
are to be determined exclusively through arbitration as discussed in the
Agreement.
10. Miscellaneous Provisions. The Company, is in the formative
stage, which the parties recognize. The parties also recognize the cash flow
position of the Company. They therefore agree that the Company may only pay a
percentage of the fee on a weekly basis, until such time such funds are
available, at which time the balance will be paid. This determination shall be
made by JWZ, in consultation with the Board of Directors.
This Agreement has been approved by the Board of Directors, as
indicated by their respective signatures. This Agreement has been approved by
JWZ, as indicated by his signature.
In Witness Whereof, the parties have executed this Agreement as of the
23rd Day of March, 2001.
Agreed to By: Thermaltec International Corp.
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Xxxxx X. Xxxxxxx By: Xxxxxx X. Xxxxxx,
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Xxxxxx X. Xxxxxxx,
Chairman of the Board of Directors
