XXXXXXX XXXXXXX
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
this 1st day of August 1996, effective as of the 1st day of August 1996, by
and between Worldwide Petromoly Corporation (hereinafter referred to as
"Petromoly") a Delaware Corporation, having its principal place of business at
00000 Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 and Xxxxxxx Xxxxxxx (
hereinafter referred to as "Employee").
RECITALS:
1. Petromoly desires to retain Employee as its Chairman of the Board
of Directors and Chief Executive Officer.
2. Employee desires to be retained by Petromoly in such capacity.
3. The parties to this Agreement wish to reduce to writing their
prior oral understanding and agreement as to employment and compensation of
Employee.
NOW, THEREFORE, in consideration of the representations, warranties and
mutual promises hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT. Petromoly hereby retains Employee and Employee hereby
accepts the position of Chairman of the Board of Directors and Chief Executive
Officer of the Petromoly in the Houston, Texas, office of Petromoly (or in
such other position and/or locations as may be mutually agreed upon) upon the
terms and conditions hereinafter set forth.
2. TERM. Subject to the provisions for termination as hereinafter
provided, the term of this Agreement (the "Term") shall commence on the 1st
day of August1996,and shall terminate on July 31, 2001. After July 31, 2001,
the parties may extend this Agreement for additional periods of time and at
such compensation as is mutually agreed upon by the parties from time to time
upon the execution of a mutually agreed written Extension Agreement prior to
the end of the Term or any extension thereof. Such additional extensions shall
be valid until written notice of termination is delivered by either party
thirty (30) days in advance of the termination date of this Agreement. if the
parties to this Agreement fall to execute an Extension Agreement, unless
otherwise terminated, this Agreement shall be automatically renewed for an
additional twelve (12) month period from the expiration of the Term, or from
the end of any period covered by any subsequently executed extension, under
the same terms and conditions applicable at the end of the Term, or as may be
amended in writing, and shall automatically renew in such manner each year
thereafter.
3. DUTIES. During the Term of this agreement the Employee agrees to
serve as Chairman of the Board of Directors and Chief Executive Officer of
Petromoly, except as may be modified by the written agreement of the parties
hereto. In his capacity Chairman of the Board of Directors and Chief
Executive Officer, Employee will be directly involved in advising Management
and the Board of Directors on general business matters and financial
transactions involving Petromoly and will perform such duties and
responsibilities for Petromoly as may from time to time be assigned to him by
the Board of Directors of Petromoly. Employee shall have direct involvement
in all areas of Petromoly, and shall report directly to the Board of
Directors of Petromoly. Employee shall have no responsibility for payroll
nor for the filing of any payroll tax return, nor for payment of any tax of
any kind that may be due or payable by Petromoly or any of its divisions.
4. COVENANT NOT TO COMPETE. Employee agrees that he will not, either
directly or indirectly, carry on or engage in any business that uses any of
Petromoly's proprietary information regarding MSO2, Molydisulfide, that
competes with the business conducted by Petromoly during the initial term of
this contract, and for a total of five (5) years following the later of the
expiration of the initial term, or any extension of this contract.
5. COMPENSATION. As compensation for all services rendered by
Employee under this Agreement, Petromoly shall pay Employee as follows:
(a) BASE SALARY. Employee shall receive a base salary of the
following monthly amounts which shall be payable on the last business day of
each month, beginning August 1, 1996:
PERIOD MONTHLY SALARY
August 1, 1996 - July 31, 1997 $10,000
August 1, 1997 - July 31, 1998 $12,000
August 1, 1998 - July 31, 1999 $15,000
August 1, 1999 - July 31, 2000 $15,000
August 1, 2000 - July 31, 2001 $15,000
(b) BONUS. Employee may receive other bonuses or other
extraordinary compensation as determined in the discretion of the Board of
Directors of Petromoly. Such bonuses shall be paid at such times and in such
amounts as the Board of Directors may determine.
(c) WITHHOLDING FOR TAXES. All payments under this Agreement
shall be subject to federal withholding and other applicable taxes.
6. AUTOMOBILE ALLOWANCE. Petromoly shall pay Employee an automobile
allowance of $950.00 per month, payable on the last business day of each
month. Employee shall, at his own cost and expense, procure an automobile for
use in Petromoly's business. Employee shall further procure and maintain in
force an automobile liability policy covering such automobile in the minimum
amount of $1,000,000 for bodily injury or death in one accident, $1,000,000
for bodily injury or death to one person in one accident and $100,000 for
property damage in one accident. Employee shall deliver to Petromoly a true
copy of such automobile liability insurance policy. Employee shall further,
at his own cost and expenses, maintain such automobile in proper operating
condition. In lieu of such allowance, Petromoly may provide an automobile
satisfactory to Employee and pay insurance and maintenance costs thereof;
provided however, that if Employee has acquired an automobile for use in
Petromoly's business, Petromoly may not substitute the provision of an
automobile except upon twelve months' notice.
7. EMPLOYEE BENEFITS.
(a) Petromoly shall include Employee and his dependents under
Petromoly's current major medical benefit plan at no cost to Employee.
(b) Employee shall be entitled to participate in any Employee
benefit plans or agreements maintained or adopted in the future by Petromoly
relating to retirement, health, disability, dental, group term life insurance,
paid holidays, and other related benefits offered to Employees generally by
Petromoly.
8. VACATION. Employee shall be entitled each year to annual vacation,
personal and sick leave at the Employee's discretion.
9. WORKING FACILITIES. Employee shall be furnished with a private
office at Petromoly's principal executive office (at which he shall be
stationed). Employee shall also be provided with a secretary and such other
facilities and services, suitable to his position and adequate for the
performance of his duties.
10. BUSINESS EXPENSES. Petromoly shall pay all costs and expenses
incurred by Employee for all reasonable travel and other expenses incurred by
Employee in performing his obligations under this Agreement. Such
reimbursement will be made on or before the end of the first Pay Period
following the date the expenses are submitted by Employee to Petromoly.
Employee shall be reimbursed for the monthly service costs of a cellular phone
for Employee's use.
11. TERMINATION OF AGREEMENT. This agreement shall not be terminated
prior to the expiration of its term or any extension thereof, except upon the
mutual consent of the parties hereto, or in the event of the death or
permanent total disability of Employee, or for due cause, upon the good faith
determination by the Board of Directors of Petromoly that "due cause" exists
for the termination of the relationship created in this Agreement. As used
herein, the term "due cause" shall include, but is not limited to, the
following events which are only used herein for illustrative purposes:
(i) any intentional misapplication by Employee of
Petromoly's funds, or any other act of dishonesty injurious to Petromoly
committed by Employee; or
(ii) Employee's conviction of a crime involving moral
turpitude, or
(iii) Employee's breach, nonperformance or non-observance
in any material respect of a material term of this agreement, including his
duties and obligations as an Employee, if such breach, non performance or non
observance shall continue beyond a period of five (5) business days
immediately after notice thereof by Petromoly to Employee; or
(iv) any other action by Employee involving willful and
deliberate malfeasance or gross negligence in the performance of Employee's
duties.
12. SEVERANCE PAYMENTS.
(a) If this agreement is terminated due to the death or
disability of Employee, no severance payments shall be due to Employee.
(b) In addition to the foregoing amounts, Employee shall be
entitled upon termination for whatever cause to any unpaid salary and bonus
pay. Such amounts shall be paid in a lump sum within 30 days after the
effective date of his termination of this Agreement. Any options to purchase
shares which would be exercisable during the Term of this Agreement or any
extension thereof shall become fully exercisable upon the termination of this
Agreement.
13. WAIVER OF BREACH. The waiver by Petromoly of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
wavier of any subsequent breach by Employee.
14. LEGAL CONSTRUCTION AND SEVERABILITY. if any one or more of the
provisions contained in this Agreement shall for any reason be held invalid,
illegal, unenforceable in any respect, under present or future law, such
provision shall be fully severable and such invalid, illegal, or unenforceable
provision shall not affect any other provision of this Agreement In such event
this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this Agreement shall continue in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision
or its severance from this Agreement Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added automatically as
apart of this Agreement, a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid,
and enforceable.
15. ASSIGNMENT. This Agreement is a personal services contract and is
not assignable by Employee. This Agreement is not assignable by Petromoly
except with the consent of Employee and then only to a partnership,
corporation, or other entity which shall purchase substantially all of its
assets or shall be its legal successor pursuant to any merger, consolidation,
or other action permitted by law. Subject to the qualification in the
preceding sentence, the rights and obligations of Petromoly under this
Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Petromoly.
16. GOVERNING LAW: VENUE. This Agreement shall be construed under and
in accordance with the laws of the State of Texas. In the event that any legal
proceedings are instituted concerning the interpretation or enforcement of
this Agreement, exclusive venue over such proceedings shall be vested in
courts sitting in the State of Texas.
17. ATTORNEYS' FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which he may be entitled.
18. NOTICES. All notices shall be in writing and shall have been duly
given if delivered by hand or mailed, certified or registered mail, return
receipt requested to the following address or to such other address as either
party may designate by like notice:
If to Employee:
Xxxxxxx Xxxxxxx
0000 Xxxx Xxx Xxxx. Xxxxx 000
Xxxxxxx, Xxxxx 00000
If to Petromoly:
Xxxxx Xxxxxxxx
Chief Financial Officer
Worldwide Petromoly Corporation
00000 Xxxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
19. ENTIRE AGREEMENT. This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understanding or
written or oral agreement between the parties respecting the within subject
matter. This Agreement may not be changed orally, but only by an agreement in
writing signed by both parties hereto.
Petromoly has caused this Agreement to be executed by its authorized
officer and the Employee has signed this Agreement.
PETROMOLY:
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Chief Financial Officer and Director
Worldwide Petromoly Corporation
EMPLOYEE:
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
