EXHIBIT 10(c)(ii) EMPLOYMENT CONTRACT
EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND SKYELAN ROSE DATED
OCTOBER 1, 1998 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the
"Agreement"), effective as of the 1st day of September 1998, by and between
BARRINGTON LABORATORIES, INC., a Nevada corporation with its principal place
of business located at 0000 X. Xxxxxxxxx, Xxxxx 0, Xxx Xxxxx, XX 00000
(hereinafter referred to as "Company" or "Employer") and Skyelan Rose
(hereinafter referred to as the "Employee"). The Company hereby employs the
Employee and the Employee hereby accepts employment on the terms and
conditions hereinafter set forth.
1. Term.
Subject to the provisions for termination hereinafter provided, the initial
term of this Agreement shall commence on September 1, 1998 and terminate on
August 30, 1999, and shall continue thereafter on a year to year basis
unless terminated by the Company by delivery of written notice to the
Employee not later than thirty (90) days prior to the date for termination as
indicated in said notice.
2. Compensation and Performance Review
(a) As a result of the Company's current limited available cash, the
Employee agrees to receive no compensation until the company
generates a profit, after all expenses.
(b) Following the first anniversary of this Agreement (namely, on
September 1, 1999, or as soon thereafter as practicable), and
following each anniversary, if any, there after, the Company shall
grant the Employee a performance and salary review for the purposes
of gauging the performance of the Employee for the preceding year and
adjusting the salary of the Employee hereunder looking to the results
of such review and the Company's financial progress, among other
things, as guides in such adjustments; provided, however, that the
Company is generating a profit, after all expenses. If the Company is
not generating a profit, no compensation will be paid to the Employee.
3. Duties.
Employee is engaged as the Corporate Secretary of the Company. In such
capacities, Employee shall exercise detailed supervision over the operations
of the Company subject, however, to control by the Board of Directors. The
Employee shall perform all duties incident to the title of Corporate
Secretary and such other duties as from time to time may be assigned to her
by the Board of Directors.
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4. Best Efforts of Employee.
The Employee shall devote her best efforts to the business of the Company
and to all of the duties that may be required by the terms of this Agreement
to the reasonable satisfaction of the Company. The Employee shall at all
times faithfully, with diligence and to the best of her ability, experience
and talents, perform all the duties that may be required of and from her
pursuant to the express and implicit terms hereof to the reasonable
satisfaction of the Company. Such services shall be rendered at such other
place or places as the Company shall in good faith require or as the
interest, needs, business or opportunity of the Company shall require. The
Employee agrees not to engage in any employment or consulting work or any
trade or business for his account or for or on behalf of any other person,
firm or corporation, which would conflict with the operations of the
Company's business, unless the Employee obtains prior written consent from
the Board of Directors of the Company.
5. Working Facilities.
The Employee shall be furnished with all such facilities and services
suitable to her position and adequate for the performance of his duties.
6. Expenses.
The Employee is authorized to incur reasonable expenses for promoting the
business of the Company, including his out-of-pocket expenses for
entertainment, travel and similar items, provided it is preapproved by the
Company CEO. The Company shall reimburse the Employee for all such expenses
on the presentation by the Employee, from time to time, of an itemized
account of such expenditures in accordance with the guidelines set forth by
the Internal Revenue Service for travel and entertainment.
7. Vacation.
The Employee shall be entitled each year to a vacation of a reasonable
amount during which time his compensation shall be paid in full, that is,
provided he is receiving compensation based on the profit he can generate
for the Company.
8. Disability.
(a) Should the Employee, by reason of illness or incapacity, be unable
to perform her job for a period of up to and including a maximum of
3 months, the compensation payable to her for and during such
period under this Agreement shall be unabated. The Board of Directors
shall have the right to determine the incapacity of the Employee for
the purposes of this provision, and any such determination shall be
evidenced by its written opinion delivered to the Employee. Such
written opinion shall specify with particularity the reasons
supporting such opinion and be manually signed by at least a
majority of the Board.
(b) The Employee's compensation thereafter shall be reduced to zero. The
Employee shall receive full compensation upon his return to
employment and regular discharge of his full duties hereunder. Should
the Employee be absent from her employment for whatever cause for a
continuous period of more than 365 calendar days, the Company may
terminate this Agreement and all obligations of the Company hereunder
shall cease upon such termination.
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9. Termination.
(a) The Company may terminate this Agreement with cause at any time under
immediate notice to the Employee thereof, and such notice having been
given, this Agreement shall terminate in accordance therewith. For the
purpose of this section, "cause" shall be defined as meaning such
conduct by the Employee which constitutes in fact and/or law a breach
of fiduciary duty or felonious conduct having the effect, in the
opinion of the Board of Directors, of materially adversely affecting
the Company and/or its reputation.
(b) The Company may terminate this Agreement without cause by giving 90
days written notice to the Employee, and such notice having been
given, this Agreement shall terminate in accordance therewith.
(c) The Employee may terminate this Agreement without cause by giving 90
days written notice to the Company, and such notice having been given,
this Agreement shall terminate in accordance therewith.
(d) In the event of termination herein, the Employee shall be entitled to
receive compensation based upon his prorated salary, up and until the
date of termination, provided the Company is generating a profit after
expenses. After the date of termination, the Employee shall not be
entitled to receive additional compensation of any kind or nature
from the Employer and all benefit and incentive programs then in place
shall terminate.
10. Confidentiality.
The Employee shall not divulge to others any information she may obtain
during the course of his employment relating to the business of the Company
without first obtaining written permission of the Company.
11. Notices.
All notices, demands, elections, opinions or requests (however characterized
or described) required or authorized hereunder shall be deemed given
sufficiently if in writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex, telegram or cable
to, in the case of the Company: Barrington Laboratories, Inc., 0000 X.
Xxxxxxxxx, Xxxxx 0 Xxx Xxxxx, XX 00000, and in the case of the Employee:
Skyelan Rose, 0000 X. Xxxxxxxxx, Xxxxxxx, XX 00000.
12. Assignment of Agreement.
No party may assign or otherwise transfer this Agreement or any of its
rights or obligations hereunder without the prior written consent to such
assignment or transfer by the other party hereto; and all the provisions of
this Agreement shall be binding upon the respective employees, delegates,
successors, heirs and assigns of the parties.
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13. Survival of Representations, Warranties and Covenants.
This Agreement and the representations, warranties, covenants and other
agreements (however characterized or described) by both parties hereto and
contained herein or made pursuant to the provisions hereof shall survive the
execution and delivery of this Agreement and any inspection or investigation
made at any time with respect to any thereof until any and all monies,
payments, obligations and liabilities which either party hereto shall have
made, incurred or become liable for pursuant to the terms of this Agreement
shall have been paid in full.
14. Further Instruments.
The parties shall execute and deliver any and all such other instruments and
shall take any and all such other actions as may be reasonably necessary to
carry the intent of this Agreement into full force and effect.
15. Severability.
If any provisions of this Agreement shall be held, declared or pronounced
void, voidable, invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or otherwise, such
holding, declaration or pronouncement shall not affect adversely any other
provision of this Agreement, which shall otherwise remain in full force and
effect and be enforced in accordance with its terms and the effect of such
holding, declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
16. Waiver.
All the rights and remedies of either party under this Agreement are
cumulative and not exclusive of any other rights and remedies provided by
law. No delay or failure on the part of either party in the exercise of any
right or remedy arising from a breach of this Agreement shall operate as a
waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act
of occurrence shall not be deemed to be a consent to any other act of
occurrence.
17. General Provisions.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Arizona. Except as otherwise expressly
stated herein, time is of the essence in performing hereunder. This Agreement
embodies the entire agreement and understanding between the parties and
supersedes all prior agreements and understanding relating to the subject
matter hereof, and this Agreement may not be modified or amended or any term
of provision hereof waived or discharged except in writing signed by the
party against whom such amendment, modification, waiver of discharge is
sought to be enforced. The headings of this Agreement are for convenience in
reference only and shall not limit or otherwise affect the meaning thereof.
The Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which taken together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
THE COMPANY: THE EMPLOYEE:
Barrington Laboratories, Inc. Skyelan Rose
/s/ X. X. Xxxxx /s/ Skyelan Rose
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X. X. Xxxxx, CEO Skyelan Rose, Employee
