EX-10.11
EXECUTIVE EMPLOYMENT AGREEMENT
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is made and
effective this July 1, 2000, by and between Platforms International
Corporation, an Oklahoma Corporation ("Company") and Xxxxxxx X.
Xxxxxx ("Executive").
NOW THEREFORE, the parties hereto agree as follows:
1. Employment.
Company hereby agrees to initially employ Executive as its Chief
Executive Officer and Executive hereby accepts such employment in
accordance with the terms of this Agreement and the terms of
employment applicable to regular employees of Company. In the event
of any conflict or ambiguity between the terms of this Agreement and
terms of employment applicable to regular employees, the terms of
this Agreement shall control. Election or appointment of Executive
to another office or position, regardless of whether such office or
position is inferior to Executive's initial office or position, shall
not be breach of this Agreement.
2. Duties of Executive.
The duties of Executive shall include the performance of all of the
duties typical of the office held by Executive as described in the
bylaws of the Company and such other duties and projects as may be
assigned by a superior officer of the Company, if any, or the board
of directors of the Company. Executive shall devote his entire
productive time, ability and attention to the business of the Company
and shall perform all duties in a professional, ethical and
businesslike manner. Executive will not, during the term of this
Agreement, directly or indirectly engage in any other business,
either as an employee, employer, consultant, principal, officer,
director, advisor, or in any other capacity, either with or without
compensation, without the prior written consent of Company.
3. Compensation.
Executive will be paid compensation during this Agreement as follows:
A. A pay of three hundred thousand dollars ($300,000) per year,
payable in installments according to the Company's regular payroll
schedule. The base salary shall be adjusted at the end of each year
of employment at the discretion of the board of directors.
B. Stock Bonus. Executive will be entitled to nine million
(9,000,000) shares of the Company's common stock at the completion of
the first twelve (12) months of service under this contract. These
shares shall be issued at the first opportunity after Executive has
completed the first twelve (12) months of service under this contract
as Chief Executive Officer when there are sufficient shares
authorized to do so. These shares shall vest to the Executive at a
rate of one twelfth per month starting as of July 1, 2000.
4. Benefits.
A. Holidays. Executive will be entitled to as many paid holidays as
he wishes as long as it does not interfere with his duties.
B. Vacation. Following the first six (6) months of employment,
Executive shall be entitled to twenty-one (21) paid vacation days
each year.
C. Sick Leave. Executive shall be entitled to sick leave and
emergency leave according to the regular policies and procedures of
Company. Additional sick leave or emergency leave over and above paid
leave provided by the Company, if any, shall be unpaid and shall be
wanted at the discretion of the board of directors.
D. Pension and Profit Sharing Plans. Executive shall be entitled to
participate in any pension or profit sharing plan or other type of
plan adopted by Company for the benefit of its officers and/or
regular employees.
E. Automobile. Company shall provide Executive with an automobile
expense of one thousand five hundred dollars ($1,500) per month.
F. Expense Reimbursement. Executive shall be entitled to
reimbursement for all reasonable expenses, including travel and
entertainment, incurred by Executive in the performance of
Executive's duties. Executive will maintain records and written
receipts as required by the Company policy and reasonably requested
by the board of directors to substantiate such expenses.
5. Term and Termination
A. The Initial Term of this Agreement shall commence on July 1, 2000
and it shall continue in effect for a period of three (3) years.
Thereafter, the agreement and Executive's employment may be
terminated at Company's discretion during the Initial Term, provided
that Company shall pay to Executive an amount equal to payment at
Executive's base salary rate for the remaining period of Initial
Term, plus an amount equal to one hundred percent (100%) of
Executive's base salary. In the event of such termination, Executive
shall not be entitled to any incentive salary payment or any other
compensation then in effect, prorated or otherwise.
B. This Agreement and Executive's employment may be terminated by
Company at its discretion at .any time after the Initial Term,
provided that in such case, Executive shall be paid fifty percent
(50%) of Executive's then applicable base salary. In the event of
such a discretionary termination, Executive shall not be entitled to
receive any incentive salary payment or any other compensation then
in effect, prorated or otherwise.
C. This Agreement may be terminated by Executive at Executive's
discretion by providing at least thirty (30) days prior written
notice to Company. In the event of termination by Executive pursuant
to this subsection, Company may immediately relieve Executive of all
duties and immediately terminate this Agreement, provided that
Company shall pay Executive at the then applicable base salary rate
to the termination date included in Executive's original termination
notice.
D. In the event that Executive is in breach of any material
obligation owed Company in this Agreement, habitually neglects the
duties to be performed under this Agreement, engages in any conduct
which is dishonest, damages the reputation or standing of the
Company, or is convicted of any criminal act or engages in any act of
moral turpitude, then Company may terminate this Agreement upon five
(5) days notice to Executive. In event of termination of the
agreement pursuant to this subsection, Executive shall be paid only
at the then applicable base salary rate up to and including the date
of termination. Executive shall not be paid any incentive salary
payments or other compensation, prorated or otherwise.
E. In the event Company is acquired, or is the non-surviving party in
a merger, or sells all or substantially all of its assets, this
Agreement shall not be terminated and Company agrees to use its best
efforts to ensure that the transferee or surviving company is bound
by the provisions of this Agreement.
6. Notices.
Any notice required by this Agreement or given in connection with it,
shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or
recognized overnight delivery services:
If to Company:
Platforms International Corporation
0000 Xxxxx Xxxxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, XX 00000
If to Executive:
Xxxxxxx X. Xxxxxx
00000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
7. Final Agreement.
This Agreement terminates and supersedes all prior understandings or
agreements on the subject matter hereof. This Agreement may be
modified only by a further writing that is duly executed by both parties.
8. Governing Law.
This Agreement shall be construed and enforced in accordance with the
laws of the State of California.
9. Headings.
Headings used in this Agreement- are provided for convenience only
and shall not be used to construe meaning or intent.
10. No Assignment.
Neither this Agreement nor any or interest in this Agreement may be
assigned by Executive without the prior express written approval of
Company, which may be withheld by Company at Company's absolute discretion.
11. Severabilitv.
If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable then this Agreement,
including all of the remaining terms, will remain in full force and
effect as if such invalid or unenforceable term had never been included.
12. Arbitration.
The parties agree that they will use their best efforts to amicably
resolve any dispute arising out of or relating to this Agreement.
Any controversy, claim or dispute that cannot be so resolved shall be
settled by final arbitration in accordance with the rules of the
American Arbitration Association and judgment upon the award rendered
by the arbitrator or arbitrators may be entered in any court having
jurisdiction thereof. Any such arbitration shall be conducted in Los
Angeles, California, or such other place as may be mutually agreed
upon by the parties. Within fifteen (15) days after the commencement
of the arbitration, each party shall select one person to act as
arbitrator, and the two arbitrators so selected shall select a third
arbitrator within ten (10) days of their appointment. Each party
shall bear its own costs and expenses and an equal share of the
arbitrator's expenses and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
Platforms International Corporation
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
President
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
