Exhibit 10.1
MANAGEMENT EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of October 1, 2002 between ESESIS
Environmental, Corp. (the "Employer") and Xxxxxxx Xxxxx ( the
"Employee").
WHEREAS the Employer and the Employee are desirous of setting out
the terms and conditions of their employment relationship:
NOW THEREFORE THIS AGREEMENT WITNESSES that the parties agree as
follows:
1. EMPLOYMENT.
(a) The Employee represents to the Employer that the Employee
has the required skills and experience to perform the
duties and exercise the responsibilities required of a
General Manager for Esesis Environmental.
(b) In carrying out these duties and responsibilities the
Employee shall comply with all lawful and reasonable
instructions as may from time to time be given by
superiors representing the Employer.
(c) In consideration for the Employee's agreement hereto and
the Employee's performance in accordance herewith, the
Employer employs the Employee.
(d) The effective performance of the Employee's duties
requires the highest level of integrity and the Employer's
complete confidence in the Employee's relationship with
other employees of the Employer and with all persons dealt
with by the Employee in the course of employment.
(e) the Employer reserves the right from time to time to
change the Employee's assignments, duties and reporting
relationships.
(f) The employment shall commence on the date first above
written.
(g) the Employer shall allow the Employee one, with a maximum
of two week(s) vacation with pay, each year during the
term of employment, the time of such vacation to be fixed
by the Employer.
2. ATTENTION TO BUSINESS. During the term of employment, the
Employee shall devote his entire working time and attention to such
duties as may be assigned to him by the Employer, and shall faithfully
and diligently serve and endeavor to further the interests of the
Employer.
3. HOURS OF WORK. The Employee is employed on a full-time basis
for the Employer. The Employee acknowledges that the hours of work
involved may vary and be irregular and are those hours required to meet
the objectives of the employment. The Employee acknowledges that this
clause constitutes agreement to work such hours where such an agreement
is required by law.
4. CONFIDENTIAL INFORMATION
(a) The Employee acknowledges that in consideration of being
employed by the Employer, the Employee will acquire
knowledge and/or information about certain matters and
things which are confidential to the Employer, whether in
the course of or incidental to the Employee's employment,
and which knowledge or information is the exclusive
property of the Employer, including, without limitation:
(i) customer lists;
(ii) pricing policies;
(iii) lists of suppliers;
(iv) patents;
(v) trade marks;
(vi) payment terms;
(vii) terms of sale including special customer discounts
or concessions;
(viii) customer sales volumes;
(ix) marketing knowledge and/or information;
(x) production knowledge and/or information;
(xi) knowledge and/or information regarding Employer's
competitors;
(xii) other intellectual property and/or data; and
(xiii)such other knowledge and/or information as the
Employer may from time to time own or otherwise
have an interest in.
(b) The Employee acknowledges that knowledge and/or
information, including such knowledge and/or information
as referred to herein, could be used to the detriment of
the Employer. Accordingly, the Employee hereby agrees to
treat, in strictest confidence, all such knowledge and/or
information and agrees not to disclose or authorize
disclosure of, same to any third party either during or
after the term of employment.
(c) The Employee acknowledges that, without prejudice to any
and all rights of the Employer, an injunction is the only
effective remedy to protect the Employer's rights and
property as set out herein.
5. CONFIDENTIAL INFORMATION AND ASSIGNMENT OF INVENTIONS
(a) The Employee agrees to disclose promptly, fully and in
confidence to the Employer or its nominee, any and all
inventions, improvements or discoveries made or conceived
by him/her during the term of his/her employment either
solely or jointly, with others, in the performance of such
employment or;
(i) with the use of the Employer's time, equipment,
materials, supplies or facilities; or
(ii) related to or suggested by trade secret
information, other private or confidential matters
acquired during the term of his employment, the
business of the Employer or the Employer's actual
or demonstrably anticipated processes or research
and development.
(b) All such inventions, improvements or discoveries are
referred to herein as "Subject Inventions".
(c) Except as expressly provided in subparagraph (c) hereof,
the Employee agrees that all Subject Inventions shall be
the sole and exclusive property of the Employer or its
nominee.
(d) Upon the request of the Employer and in the form and
manner prescribed by it, the Employee agrees to assign to
the Employer, or its nominee, any and all rights, title
and interest in and to all Subject Inventions, provided,
however, that inventions, improvements or discoveries
produced entirely in the Employee's own time and
(i) which do not relate
A. to the business of the Employer; or
B. to the Employer's actual or demonstrably
anticipated processes, research or development;
or
(ii) which do not result from any work performed by the
Employee for the Employer;
(e) shall remain the Employee's sole and exclusive property
and not subject to assignment hereby but are subject to
disclosure to the Employer.
(f) Upon the request of the Employer, the Employee agrees to
assist it and its nominee, at the Employee's expense,
during and after the Employee's employment in every proper
way;
(i) to obtain for the Employer, patents for Subject
Inventions (other than those expressly excluded
pursuant to the terms of subparagraph (c) above) in
any and all jurisdictions; and
(ii) in any controversy or legal proceeding relating to
Subject Inventions, improvements or discoveries or
to the patents resulting therefrom.
(g) The Employee agrees not to disclose at any time during or
after his/her employment, directly or indirectly, to any
unauthorized person without the Employer's prior written
permission, any knowledge not available to the public
which the Employee acquires respecting the Employer's
inventions, designs, methods, systems, improvements, trade
secrets, customer information or other private or
confidential matters acquired during the term of his/her
employment.
(h) The Employee agrees that all records, files, drawings,
tapes, documents, tools, equipment and the like relating
to the business, work or investigations of the Employer
and prepared, used or possessed by the Employee, or under
the Employee's control, during the term of his employment
shall be and remain the sole and exclusive property of the
Employer.
(i) Prior to leaving employment with the Employer, the
Employee agrees to deliver promptly to the Employer all
such records, files, drawings, tapes, documents, plans,
tools and equipment.
(j) The Employee, represents that he/she has no agreement with
or obligation to others in conflict his/her obligations
under this Agreement.
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6. NON-COMPETITION. The Employee acknowledges that he or she will
acquire considerable knowledge about, and expertise in, certain areas of
the Employer's business and that he or she will have knowledge of, and
contact with, customers and suppliers of the Employer and its Affiliates
(as hereafter defined). The Employee further acknowledges that he or she
may well be able to utilize such knowledge and expertise, following
termination of his or her service with the Employer, to the serious
detriment of the Employer in the event that the Employee should solicit
business from customers of the Employer or its affiliates. Accordingly,
the Employee agrees that:
(a) during his or her employment and for a period of two (2)
year after termination of his or her employment, the Employee will not in
any way be associated with or involved, directly or indirectly, with any
person, firm, corporation or other entity engaged in any business which
provides services substantially similar to the services provided by the
Employer or its Affiliates within the metropolitan area known as Houston
and any area located within the vicinity of 60 miles from Houston, Texas,
or within the vicinity of 60 miles from any other office of the Employer,
whether now operated by the Employer or hereafter operated by it;
(b) he or she will not, for a period of two (2) years after
termination of his or her employment, directly or indirectly, approach
any customer or business partner of the Employer or its Affiliates for
the purpose of providing services substantially similar to the services
provided by the Employer or its affiliates;
(c) he or she will not, for a period of two (2) years after
termination of his or her employment, directly or indirectly, approach,
solicit, entice or attempt to approach, solicit or entice any of the
other employers of the Employer or its Affiliates to leave the employment
of the Employer;
(d) he or she will not, for a period of two (2) years after
termination of his or her employment, directly or indirectly, solicit
orders for any articles similar to or capable of being used in place of
the Goods (as hereafter defined), from any person, firm or employer to
whom, or residing or carrying on business within the area in which, the
Employer has supplied Goods at any time during the twelve (12) months
preceding such termination; or
(e) supply such articles described in subparagraph 6(d) above
to any person, firm or employer described in subparagraph 6(d)).
(f) For the purposes of this paragraph 6, the following words
and phrases shall have the following respective meanings: (i) "Affiliate"
means any entity a majority of whose voting shares or securities are
owned or controlled directly or indirectly by the Employer or the
shareholders of the Employer, or whose control is held by the Employer or
the shareholders of the Employer; and "Goods" means the articles
manufactured, distributed or sold by the Employer.
7. REMUNERATION AND BENEFITS. In consideration of the Employee's
undertaking and the performance of the obligations contained herein, the
Employer shall pay and grant the following salary and benefits:
(a) a salary of 60,000.00 per annum, payable in arrears in
equal 24 installments, subject to an annual review;
(b) such other benefit programs as are made generally
available by the Employer from time to time pursuant to the provisions
thereof;
(c) the reimbursement of any expenses authorized and incurred
pursuant to the Employee's employment in accordance with the Employer's
generally established practice as applied from time to time;
(d) an automobile allowance of $700 a per month plus
reimbursement for gas and repair expenses generated by use of the
automobile on behalf of the Employer. The Employee shall insure said
automobile at his expense in an amount satisfactory to the Employer and
shall produce proof of same to the Employer when requested to do so;
(e) an annual bonus in the absolute discretion of the Employer
which bonus may not be given at all in any year.
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8. TERMINATION
(a) This Agreement may be terminated in the following manner
in the following circumstances:
(i) By the Employee upon the giving of not less than 90
days notice to the Employer;
(ii) By the Employer upon the giving of not less than 90
days notice to the Employee;
(iii) By the Employer, at its option, for cause
including:
A. a material breach of any of the provisions of
this Agreement by the Employee;
B. conviction of the Employee of a criminal offence
punishable by indictment where such cause is not
prohibited by law;
C. alcoholism, drug addiction or other such
dissipation of the Employee;
D. the absence of the Employee from the performance
of his duties for any reason, other than for
authorized vacation, for a period in excess of
forty (40) working days total in any six (6)
month period; and
E. violation of any instructions or rules of the
Employer; and
(iv) By the Employee for cause including any material
breach of this Agreement by the Employer.
(b) provided that any failure by the Employer to exercise its
option to terminate this Agreement pursuant to this subparagraph shall
not be deemed to be a waiver of, or prevent the Employer from exercising
such option at any subsequent time.
(c) The giving of notice or the payment of funds, upon
termination pursuant to the termination provisions provided herein, shall
not prevent the Employer from alleging cause for said termination.
(d) The Employee authorizes the Employer to deduct from any
payment due to the Employee at any time, including from a termination
payment, any amounts owed to the Employer by reason of purchases,
advances, loans or in recompense for damage to or loss of the Employer's
property save only that this provision shall be applied so as not to
conflict with any applicable legislation.
9. SEVERABILITY. In the event that any provision herein or part
hereof shall be deemed void or invalid by a court of competent
jurisdiction, the remaining provisions, or parts hereof, shall be and
remain in full force and effect.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the employment of
the Employee. Any and all previous agreements, written or oral, express
or implied between the parties hereto or on their behalf relating to the
employment of the Employee by the Employer are hereby terminated and
cancelled and each of the parties hereto hereby releases and forever
discharges the other of and from all manner of actions, causes of action,
claims and demands whatsoever under or in respect of any such agreement.
11. AMENDMENT. This Agreement may be altered, modified or amended
only by a written instrument, duly executed by both parties and stating
that the alteration, modification or amendment is an addition to and
subject to this Agreement.
12. NON-MERGER. Notwithstanding any other provision in this
Agreement to the contrary, the provisions of paragraph 4, 6 and 7 hereof
shall survive termination of this Agreement and shall not merge
therewith.
13. NOTICES
(a) Any notice required or permitted to be given to the
Employee shall be sufficiently given if delivered to the Employee
personally or if mailed by registered mail to the Employee's address last
known to the Employer.
(b) Any notice required or permitted to be given to the
Employer shall be sufficiently give if delivered to or mailed by
registered mail to the Employer at it's registered office.
(c) Any notice given pursuant to and in accordance with this
paragraph shall be deemed to be received by the recipient on the third
business day after mailing, if sent by registered mail, and on the day of
delivery, if delivered.
14. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF the parties have executed this Agreement as of
the date first above written.
/s/ XXXXXXX XXXXX Per: /s/ XXXX XXXXX
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Xxxxxxx Xxxxx Name: Xxxx Xxxxx
Title: President
/s/ XXXX XXXXX
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Witness
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