EXHIBIT 10(a)
EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND Xxxxxxxx Xxxxxxxxxxxxxxx
DATED May 16, 1998 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the
"Agreement"), effective as of the 1st day of May 1998, by and between Card-Smart
Corp, a Nevada corporation with its principal place of business located at 00000
X. 00xx Xxxxxx, Xxxxxxx, XX 00000 (hereinafter referred to as "Company" or
"Employer") and Xxxxxxxx Xxxxxxxxxxxxxxx (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 May 15, 1998 and terminate on May 15, 2000,
and shall continue hereafter on a year to year basis unless terminated by the
Company by delivery of written notice to the Employee not later than thirty (30)
days prior to the date for termination as indicated in said notice.
2. Compensation and Performance Review
The employee shall receive a salary of $12,000 per year, paid on a monthly
basis.
3. Duties.
Employee is engaged as the President, Chief Executive Officer, and Chief
Financial Officer 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 President, Chief Executive Officer, and Chief Financial
Officer and such other duties as from time to time may be assigned to him by the
Board of Directors.
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4. Best Efforts of Employee.
The Employee shall devote his 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 his ability, experience and
talents, perform all the duties that may be required of and from his 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 his position and adequate for the performance of his duties. In this case,
the Employee is utilizing their own facilities at no cost to the Company.
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. 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, as described above, shall be paid in full,
that is, provided he is receiving compensation based on the incentive
performance program described above.
8. Disability.
(a) Should the Employee, by reason of illness or incapacity, be unable to
perform his job for a period of up to and including a maximum of
twelve (12) months, the compensation payable to his 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 hereafter 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 his 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 incentive compensation,
up and until the date of termination. 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 he 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: Card-Smart Corp, 00000 X. 00xx Xxxxxx, Xxxxxxx, XX 00000, and in
the case of the Employee: Xxxxxxxx Xxxxxxxxxxxxxxx, 00000 X. 00xx Xxxxxx,
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,
violable, 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:
Card-Smart Corp, Xxxxxxxx Xxxxxxxxxxxxxxx
/S/ Xxxxx X. Xxxxxxxxxx /S/ Xxxxxxxx Xxxxxxxxxxxxxxx
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Witnessed:
Corporate Secretary
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