EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of the ___ day of September, 2002
between MEGAPRO TOOLS, INC. ("Employer" or the "Company") and XXXX XXXXXX
("Employee").
PRELIMINARY STATEMENT
Employer is a Nevada corporation with its principal place of business
in Boca Raton, Florida. Employee has substantial business experience and related
business skills which can be utilized in Employer's business. Employer desires
to employ Employee upon the terms and conditions hereinafter set forth, and the
Employee desires to accept such employment. Employer and Employee desire to set
forth in writing the terms and conditions of their agreements and
understandings.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
I. DEFINITIONS
A. Employee. The term "Employee" as used herein shall mean Xxxx
Xxxxxx.
B. Annual Salary. For purposes of this Agreement, the term "Annual
Salary" shall mean the compensation payable to Employee as provided for in
Section VI(A) hereof.
C. Cause. For purposes of this Agreement, the term "cause" is defined
to include the conviction by a court of law for acts of serious moral
turpitude of Employee; gross negligence of Employee in connection with the
performance of his duties as provided for in this Agreement, which gross
negligence causes or potentially could cause substantial material harm to
the Employer; fraud by Employee; and continuous material breach by Employee
of any of the material terms and conditions of the Employment Agreement.
II. EMPLOYMENT
Employer hereby employs Employee, and Employee hereby accepts
employment by the Employer upon all the terms and conditions as are hereinafter
set forth.
III. TERM
Subject to the provisions for termination, the term of this Employment
Agreement shall commence as of September __, 2002 and shall terminate on March
__, 2003 (the "Employment Term"). Prior to the termination of the term hereof,
the parties will in good faith evaluate an extension of the term or completion
of a new employment agreement.
IV. EMPLOYEE'S REPRESENTATION AND WARRANTIES
Employee represents and warrants to Employer that he is free to accept
employment with Employer as contemplated herein, and he has no other prior
obligations or commitments of any kind to anyone which would in any way
interfere with his acceptance, or the full performance of his obligations, under
this Agreement, or the exercise of his best efforts to his employment hereunder.
V. DUTIES AND EXTENT OF SERVICES
A. Efforts. Employee agrees to devote such working time, energy,
knowledge, and efforts as shall be necessary or appropriate to the
performance and discharge of Employee's duties and responsibilities
hereunder and such other reasonable duties and responsibilities as are
assigned to him from time to time by the Board of Directors of Employer and
consistent with his capacity as described in subsection V.B. below.
Employee's duties hereunder shall be performed at the business offices of
Employer, but may also be performed at such other places as may be
designated by Employer.
B. Position and Responsibilities. The Employee shall serve as the
Manager for Employer, with such duties as are assigned to him by the Board
of Directors and/or Chief Executive Officer of Employer consistent with his
status and capacity as a Manager for Employer.
C. Fees and Remuneration. Employee hereby agrees that all fees or
other remuneration received or collected as a result of services rendered
by him to Employer or otherwise relating in any manner to Employer's
business shall be the property of Employer. Employee acknowledges that his
employment does not confer upon him any ownership interest in or claim upon
any fees earned by Employer for his services, whether said fees are
collected during his employment or after the termination thereof. Employee
expressly agrees that the compensation and benefits received by him or
payable to him under this Agreement shall satisfy and discharge in full all
his claims upon Employer for compensation in respect of his services.
VI. COMPENSATION
As his compensation for services rendered to the Employer during the
Employment Term, in whatever capacity rendered, the Employee shall receive:
A. Annual Salary. Salary at a monthly rate of US $12,500 dollars,
payable semi-monthly (or on such basis as Employer shall pay other Employees of
the Company) out of the available cash flow from the Vancouver and Seattle
operations of Employer. The Annual Salary is subject to adjustment, from time to
time, at the sole discretion of Employer's Board of Directors.
B. Fringe Benefits. Employer shall provide Employee with normal fringe
benefits, including a health insurance program, provided to its United States
based Employee personnel as Employer may determine from time to time.
VII. DEDUCTIONS
Deductions shall be made from Employee's total annual compensation and
any bonuses for withholding tax and other such taxes as may from time to time be
required by governmental authority.
VIII. EXPENSES
Employee is expected, from time to time, to incur reasonable
entertainment, travel and other expenses for promoting the business of Employer
which will be reimbursed by Employer. Reimbursement for such expenses however
shall be subject to such regulations and procedures as the Employer may from
time to time establish.
IX. FACILITIES
Employer shall provide and maintain such facilities, equipment and
supplies as it deems necessary for the Employee's performance of his duties
under this Employment Agreement.
X. EMPLOYER RECORDS
All books, records and documents relating to Employer's business shall
be the sole and permanent property of the Employer. The Employee shall not be
entitled to retain any copies thereof notwithstanding his participation therein.
Unless required by service of legal process, no other Employer records
shall be displaced or delivered to, or any information therefrom disclosed, to
any person not connected with the Employer except in strict accordance with the
rules of the Employer from time to time established. Employer shall provide
Employee reasonable access to all personnel records relating to Employee's
employment hereunder.
XI. STANDARDS
The Employee shall perform his duties under this Agreement in
accordance with the highest standards of professional ethics and practices as
may from time to time be applicable during the Employment Term.
XII. TERMINATION OF EMPLOYMENT
A. Events of Termination. The Employment Term may be terminated by either
Employee or Employer at any time upon delivery of written notice to the other
party.
B. Amounts Due Employee/Employer. Upon termination, Employee shall be
entitled to all compensation earned through the date of termination.
XIII. APPLICABLE LAW; SEVERABILITY
This Agreement shall be governed by and construed pursuant to the laws
of the State of Florida, where it is made and executed. If any terms or part of
this Agreement shall be determined to be invalid, illegal, or unenforceable in
whole or in part, the validity of the remaining part of such term or the
validity of any other term of this Agreement shall not in any way be affected.
All provisions of this Agreement shall be construed to be valid and enforceable
to the full extent permitted by law.
XIV. HEADINGS
The paragraph headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
XV. COUNTERPARTS
This Employment Agreement may be executed in multiple counterparts,
each of which shall be an original, but all of which shall be deemed to
constitute one instrument.
XVI. BINDING PROVISIONS AND PERFORMANCE
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their successors in interest of any kind whatsoever, and all
such parties agree to be bound by the provisions contained herein.
XVII. AMENDMENT
No amendment or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the parties hereto.
XIII. ENTIRE EMPLOYMENT AGREEMENT
This Agreement represents the entire agreement between the parties
hereto with respect to the subject matter hereof.
XIX. WAIVER OF VIOLATION NOT CONTINUING
The waiver by either party of a breach or violation of any provision of
this Agreement shall not operate as or be construed to be a waiver of any
subsequent breach.
XX. ASSIGNMENT
This Agreement is personal to each of the parties hereto, and neither
party may assign nor delegate any of his or its rights or obligations hereunder
without first obtaining the written consent of the party.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals on the day and year first above written.
MEGAPRO TOOLS, INC.
By:/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
