EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") executed on June 15, 2004,
by and between CirTran - Asia, Inc., a Utah corporation, (the "Company"), and
Xxxxxxx Xx ("Executive"). The Company desires to employ the services of
Executive on the terms and subject to the conditions of this Agreement, and
Executive desires to accept such employment.
In consideration of the terms and mutual covenants contained in this
Agreement, the Company and Executive agree as follows.
1. Employment. The Company hereby engages the services of Executive as
President of the Company to perform those duties delegated by the Board of
Directors of the Company (the "Board") and all other duties consistent with such
description, and Executive hereby accepts such employment. During the term of
this Agreement, Executive shall perform such additional or different duties and
accept appointment to such additional or different positions of the Company as
may be specified by the Board, provided that such duties are consistent with his
title. Executive shall perform his obligations to the Company pursuant to this
Agreement under the direction of the Company, and Executive shall devote his
full time and reasonable efforts to such performance.
2. Term. This Agreement shall be effective as of June 15, 2004 (the
"Effective Date") and shall continue for three years thereafter, unless sooner
terminated by either party as provided in Section 7 hereof. Thereafter, this
Agreement shall be automatically renewed on a year-to-year basis after the
expiration of the initial or any subsequent term of this Agreement unless
terminated by either party as provided in Section 7 hereof.
3. Compensation.
(a) For services rendered pursuant to this Agreement,
Executive shall receive, commencing on the Effective Date, the following
compensation on the following terms:
i. Executive will procure Additional Products for the Company as
defined in and pursuant to the Exclusive Manufacturing Agreement
between the Company and Xxxxxxx Xxxxx Enterprises, LTD. et. al. dated
June 10, 2004. On each Additional Product the Company shall cause
CirTran Corporation to determine the number of options of common stock
will be granted to the Executive for the procurement of the Additional
Product as described on the appendix to the Exclusive Manufacturing
Agreement.
ii. All Additional Products must be approved by the Board prior
to acceptance by the Company.
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iii All options shall be subject to such other terms and
conditions as may be determined by the board of directors of CirTran
Corporation or the Committee when and if such options are granted.
4. Employment Benefits. The Company shall not provide Executive
employee benefits
5. Expenses. The Company will reimburse Executive for reasonable
expenses pre approved in writing by the Board incurred in connection with its
business in accordance with policies established by the Company.
6. Termination. Executive's employment will terminate upon the first to
occur of the following:
(a) Termination by the Company for "cause," as determined by
the Board. For the purposes of this Section 6(a), "cause" shall mean:
(i) misfeasance or negligence in the performance of
his duties hereunder;
(ii) engagement by Executive in dishonest or illegal
conduct; or
(iii) conviction of a felony.
(b) Termination by the Company in the event of Executive's
disability. "Disability" will be deemed to exist if Executive has substantially
failed to perform the essential functions of his duties hereunder for 180
consecutive days (notwithstanding reasonable accommodation by the Company) for
reasons of mental or physical health, or if a physician selected in good faith
by the Company examines Executive (and Executive hereby agrees to permit such
examinations at the Company's expense) and advises the Company that Executive
will not be able to perform the essential functions of his duties hereunder for
the following 180 consecutive days. If the Company terminates Executive's
employment for Disability, Executive shall receive the compensation due under
this Agreement through the date of termination and the Company will have no
further obligation under this Agreement at that time
(c) Executive's death. In the event of Executive's death, all
of Company's obligations under this Agreement shall terminate immediately.
Executive's estate shall receive compensation due under this Agreement through
the date of death.
7. Notice of Termination. Any termination of Executive's employment
under this Agreement, except for termination for "cause" shall be communicated
by a written Notice of Termination (the "Notice") to the other party hereto,
which Notice shall specify the particular termination provision in this
Agreement relied upon by the terminating party and shall set forth in reasonable
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detail the facts and circumstances claimed to provide a basis for termination
under such provision. Any such Notice to the Company shall be delivered to the
Company's president or personnel director at its principal place of business.
Any such Notice to Executive shall be delivered personally to Executive or
delivered to his residence address listed in the Company's personnel records.
8. Agreement Not to Compete. In the event that this Agreement
expires in accordance with its terms or is terminated for any reason, Executive
covenants and agrees that, for a period of two years after his employment under
this Agreement expires or is so terminated, he will not directly or indirectly
(whether as employee, director, owner, 5% or greater shareholder, consultant,
partner (limited or general) or otherwise) engage in or have any interest in,
any business, that competes with the business of the Company in the United
States.
9. Agreement Not to Solicit Employees, Customers, or Others.
Executive covenants and agrees that, for a period of two years after this
Agreement is terminated, he will not, directly or indirectly, (i) solicit,
induce or hire away, or assist any third party in soliciting, diverting or
hiring away, any employee of the Company, whether or not the employee's
employment is pursuant to a written agreement and whether or not such employment
is for a specified term or is at will, or (ii) induce or attempt to induce any
customer, supplier, dealer, lender, licensee, consultant or other business
relation of the Company to cease doing business with the Company.
10. Ownership, Non-Disclosure and Non-Use of Confidential or
Proprietary Information.
(a) Executive covenants and agrees that while he is
employed by the Company and
after the termination of his employment he will not, directly or indirectly,
(i) give to any person not authorized by the Company to receive
it or use it, except for the sole benefit of the Company, any of the
Company's proprietary data or information whether relating to
products, ideas, designs, processes, research, marketing, customers,
management know-how, or otherwise; or
(ii) give to any person not authorized by the Company to receive
it any specifications, reports, or technical information or the like
owned by the Company; or
(iii) give to any person not authorized by the Company to receive
it any information that is not generally known outside the Company or
that is designated by the Company as limited, private, or
confidential.
(b) Executive covenants and agrees that he will keep
himself informed of the
Company's policies and procedures for safeguarding the Company property
including proprietary data and information and will strictly comply therewith at
all times. Executive will not, except when authorized by the Company, remove any
Company property from the Company's premises. Executive will return to the
Company immediately upon termination of his employment all Company property in
his possession or control.
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11. Complete Agreement. This Agreement embodies the complete agreement
and understanding between the parties and supersedes any prior understandings,
agreements or representations by or among the parties, whether written or oral,
concerning the subject matter hereof in any way.
12. Amendments; Waivers. This Agreement may not be amended except by a
writing signed by both the Company and Executive. Any waiver by a party hereof
of any right hereunder shall be effective only if evidenced by a signed writing,
and only to the extent set forth in such writing.
13. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of, and be enforceable by the parties hereto and their
respective successors, heirs and assigns, except that Executive may not assign
any of his obligations hereunder without the prior written consent of the
Company.
14. Remedies. Each of the parties to this Agreement will be entitled to
specifically enforce its rights under this Agreement, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights to which it may be entitled.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah.
16. Notices. Any notice to be given hereunder shall be in writing and
shall be effective when personally delivered or sent to the other party by
registered or certified mail, return receipt requested, or overnight courier,
postage prepaid, or otherwise when received by the other party, at the address
set forth at the end of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above to be effective as of the Effective Date.
CIRTRAN - ASIA, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: President
Address: 0000 Xxxxx 0000 Xxxx
Xxxx Xxxxxx Xxxx, XX 00000
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EXECUTIVE:
/s/ Xxxxxxx Xx
Xxxxxxx Xx
Address: 10F., Xx. 000, Xxx. 0, Xx Xxxxx Xxxxx Xx.
Xxxxxx, Xxxxxx, X.X.X.
