EXHIBIT 10.21
EMPLOYMENT AGREEMENT BETWEEN
HOMELIFE, INC. AND XXXXXX XXXXXXXX
EMPLOYMENT AGREEMENT
This employment agreement (the "Agreement") is made effective as of October
25, 1995 (the "Effective Date"), by and between HomeLife, Inc. (the "Employer")
with head offices located at 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX
00000 and Xxxxxx Xxxxxxxx (the "Employee").
Recitals
WHEREAS the Employer is desirous of employing the Employee upon the
following terms and conditions;
AND WHEREAS the Employee has agreed to enter into the employment of the
Employer and for other good and valuable consideration, the parties hereto agree
as follows;
AGREEMENT
A. EMPLOYMENT OF EMPLOYEE
10 TERM OF AGREEMENT. This relationship shall be established for a period of
give (5) years, with option for a additional five year period at the sole option
of the Employee. Nothing precludes Employer or Employee from extending or
modifying this Agreement subsequently in a mutually agreeable contract, signed
by those parties at a future date.
11 RUNNING THE BUSINESS. The Employee acknowledges that his primary
responsibility is the running of the Business. The Employee shall receive
directions from and carry out the instructions of the Board of Directors.
12 DIRECTION OF THE BOARD OF DIRECTORS. The Employee shall abide by the
decisions and take direction from the Board of Directors.
B. EMPLOYMENT PRACTICES
1 INDEMNIFICATION. The Employee shall indemnify and save the Employer
harmless from and against all losses, costs, charges, damages and expenses which
the Employer may at any time sustain or suffer on account of the misconduct,
negligence, misrepresentation, dishonesty or default of the Employee.
2 EMPLOYEE LIABILITY. Where, under the terms of this Agreement, the Employee
shall have no liability to the Employer beyond those incurred in the his normal
course of work.
C. VACATION SICKNESS
1 VACATION. The Employee shall be entitled to such vacation as he
determines.
2 SICKNESS. If the Employee shall be entitled to such sick days as he
determines.
D. REMUNERATION
1 REMUNERATION. The Employee shall be paid remunerated according to Schedule
A.
2 INCURRING EXPENSES. The Employer herein agrees and acknowledges that the
Employee will incur expenses directly relating to the performance of his duties,
ie: motor vehicle, cellular telephone, pager entertainment, personal computer
and home office, and herein agrees to reimburse the Employee for these expenses.
0
X. XXXXXXXXXXX
0 XXXXXXXXXXX XX XXXXXXXX. Employee may not terminate this Agreement without
cause. Employee may terminate this Agreement immediately with cause. For
purposes of this Agreement, "cause" for termination by Employee shall be: (a) a
breach by Employer of any material covenant or obligation hereunder, not cured
after sixty (60) day notice to Employer; (b) the voluntary or involuntary
dissolution of Employer; or (c) any merger or consolidation in which Employer is
not the surviving or resulting corporation.
2 TERMINATION BY EMPLOYER. Employer may not terminate this Agreement without
cause. Employer may terminate this Agreement for cause at any time without
notice. For purposes of this Agreement, the term "cause" shall be: (a) any
felonious conduct or material fraud by Employee in connection with Employer or
otherwise; (b) any embezzlement or misappropriation of funds or property of
Employer by Employee; (c) any material of or material failure to perform any
covenant or obligation under this Agreement; (d) gross negligence by Employee;
(e) the consistent refusal by Employee to perform his material duties and
obligations hereunder; or (f) Employee's willful and intentional misconduct in
the performance of his material duties and obligations, in each case after
written thirty (30) notice to Employee specifying the cause for termination, and
in the case of the causes described in (c) and (e) above, the passage of not
less than thirty (30) days after receipt of such notice, during which time shall
have the right to respond to Employer's notice and cure the breach of other
event giving rise to the termination. In the event that Employee is able to
cure, this Agreement shall continue in full force and effect. The termination
of a particular Employee shall not necessarily have any impact on other
Employees in compliance with this Agreement.
3 CLAIM FOR DAMAGES. Upon any termination of the Employee in accordance with
the terms of this Agreement, the Employee shall have no claim against the
Employer for damages or otherwise and the Employer has no further obligation or
liability to the Employee except to pay him for such services as may have been
performed up to the date of termination of this Agreement as provided herein to
be paid within two (2) weeks together with unearned vacation pay and severance
pay in accordance with the Employment Standards Act.
4 RETURN OF INFORMATION. On the day of the termination of the Employee's
employment, the Employee shall return to the Employer all copies of any forms or
sales literature or other information acquired by or loaned to the Employee
while employed by the Employer.
F. GENERAL
1 TERMINATION OF ORAL AGREEMENTS. Any and all previous agreements, written
or oral, between the parties hereto or on their behalf relating to the
employment of the Employee by the Employer are hereby terminated and canceled
and each of the parties hereto hereby releases and forever discharges the other
party hereto of and from all manner of actions, causes of action, claims and
demands whatsoever under or in respect of any such agreement.
2 NOTICE. Any notice, Payment or other delivery to be given or made
hereunder shall be sufficiently made if in writing and mailed by prepaid
registered post or delivered to the party to whom it is addressed as follows:
If the Employer:
HomeLife, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
If the Employer:
Any notice, payment or delivery so given or made shall be deemed to have been
given or made on the day of delivery or, if mailed, on the second business day
following the date of mailing.
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3 ENTIRE AGREEMENT. The Employer and the Employee agree that this is the
entire Agreement (together with Schedules A hereto) between the parties hereto
and there are no other terms, conditions, representations, collateral agreements
or otherwise relating to the same.
4 SEVERABILITY. In the event that any covenant, provision or term of this
Agreement is determined by any competent tribunal to be void or unenforceable in
whole or in part, then the Agreement shall not fail but the covenant, provision
or term shall be deemed to be severable from the remainder of this Agreement
which shall remain and continue in full force and effect.
5 INTERPRETATION. The headings set forth in this Agreement are for
convenience of reference only and shall not effect the interpretation hereof.
6 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the law of the State of California int he United States of
America, and shall be treated in all respects as a California contract.
7 ENURE OF BENEFITS. The provisions hereof, where the context permits, shall
enure to the benefit of and be binding upon the heirs, executors,
administrators, and legal personal representatives of the Employee and the
successors and assigns of the Employer respectively.
When the context so requires or permits the masculine gender should be read as
if the feminine were expressed.
8 COUNTERPARTS. This Agreement may be executed in one or more counterparts
by Employees, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.
9 MODIFICATION. No change, modification, addition, or amendment to this
Agreement shall be valid unless in a writing signed by all the parties hereto.
10 SEVERABILITY. In any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
11 REPRESENTATION. Due tot he complexities of this Agreement, Employees have
been advised to seek the services of competent solicitor/attorney counsel; and
the signing of this Agreement and each of them.
12 ATTORNEY'S FEES. Except as otherwise provided herein, if a dispute should
arise between the parties, including but not limited to arbitration, the
prevailing party shall be reimbursed by the non-prevailing party for all
reasonable expenses incurred in resolving such dispute, including reasonable
attorney's fees exclusive of such amount of attorney's fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement on the
____ day of ______________ 1995.
Employee Employer
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
----------------------- -----------------------
Xxxxxx Xxxxxxxx HomeLife, Inc.
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APPENDIX A
The Employer shall remunerate the Employee according to the following schedule.
1) If the bid price for the common stock of HomeLife, Inc. is above $4.00 per
share every trading day for a period of 3 calendar months, the Employee shall
receive a salary of $100,000 per year paid semi-monthly.
2) If a bid price for the common stock of HomeLife, Inc. is above $5.00 per
share every trading day for a period of 3 calendar months, the Employee shall
receive a salary of $200.00 per year paid semi-monthly.
3) If the bid price for the common stock of HomeLife, Inc. is above $6.00 per
share every trading day for a period of 3 calendar months, the Employee shall
receive a salary of $300,000 per year paid semi-monthly.
4) The Board of Directors can award a bonus to the Employee at any time at its
own discretion.
5) In addition to Salary, Employee shall receive fringe benefits commensurate
with the amount of the salary.
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