Exhibit 99.5
EMPLOYMENT AGREEMENT
This Employment Agreement (identified as the "Agreement") is entered into as of
the 15th day of April 2000 and the terms and conditions outlined herein will
commence on April 15, 2000 ("Effective Date"), by and between PAN International
Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Xxxx Xxxxx,
an individual ("Employee") (both of whom are sometimes hereinafter referred to
collectively as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of acting as a holding company for operating
subsidiaries to be acquired by Employer in the near future. The Employer is
currently in the process of negotiating the acquisition of a subsidiary. It is
contemplated that this acquisition will result in significant changes in the
management of the Employer, and the Employer believes that the Employee's
services will be critical to the completion of the acquisition and a smooth
transition to new management. Accordingly, the Employer wishes to provide
adequate incentive for the Employee to remain through completion of the
acquisition transactions and for a reasonable time thereafter.
Both Employee and Employer desire to embody the terms and conditions of
Employee's employment in a written agreement which will supersede all prior
agreements of employment, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF EMPLOYEE
GENERAL: Employee shall be employed in such capacities as Employer may determine
from time to time, and shall perform such other duties pertaining to Employer's
business as Employer from time to time directs. The base of operations of
Employee shall be the principal office of Employer, or any other office based in
the state of Washington, unless changed by the Employer and with the express
consent of the Employee.
SPECIFIC: The Employee's primary duties shall be as determined by the Board of
Directors, and shall include integration of the operations of the Employer with
those of the acquired company. Employee agrees to devote a substantial amount of
his time and efforts to the business and affairs of the Employer, to use his
best efforts to promote the interests of Employer and to faithfully,
industriously and to the best of his ability, experience and talents, perform to
the reasonable satisfaction of Employer all of the duties that may be assigned
to him thereafter.
Employee may engage in any additional employment, either part time or full time,
without the permission of Employer.
Employee understands that there are certain aspects of the business that have
confidentiality
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factors. Employee agrees to respect and abide to protecting these
confidentiality factors.
TERM OF EMPLOYMENT
Employer hereby employs Employee and Employee hereby accepts employment with
Employer for the period through December 31, 2000. Upon the expiration of the
Term, Employer and Employee will have the option to extend and amend this
agreement only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
SALARY: As compensation for his services rendered pursuant to this Agreement,
Employer shall pay to Employee the sum of $50,000.
Such salary shall be paid in the form of Employer's common stock which, both
Employer and Employee agree has a current market value of at $1.00 per share.
The common stock to be issued to the Employee shall be issued immediately, but
will be subject to forfeiture until 60 days after the effective date of the
acquisition referred to above, or until such earlier date as the Board of
Directors may determine that the Employee's duties contemplated by this
agreement have been substantially completed. The parties contemplate that the
common stock to be issued to the Employee in accordance with this agreement
shall be registered on Form S-8 along with shares of common stock to be issued
to other employees of the Employer under similar employment agreements. The
Employee understands, however, that if, following the acquisition, the Employee
remains or becomes an affiliate of the Employer the Employee may not resell the
shares of common stock referred to above absent an effective registration
statement under the Securities Act of 1933 containing a resale prospectus which
complies with that Act (or pursuant to an exemption from registration), and that
so long as the Employee is an affiliate of the Employer any resales of such
common stock, including resales pursuant to the registration statement, may be
made only in the amounts specified in Rule 144 of the Securities and Exchange
Commission.
TERMINATION OF THIS AGREEMENT
This Agreement shall terminate:
Upon the death or permanent disability of Employee, "permanent disability" being
defined as any continuous loss of one third or more of time spent by Employee in
the usual daily performance of duties as a result of physical or mental illness
for a continuous period of time deemed reasonable by the Board of Directors, or
at such earlier date as the Board of Directors determines that the Employee's
services are no longer required;
At such time if any, as Employer ceases to do business for any reason
whatsoever;
Employee fails to comply with any applicable laws/regulations and company policy
as outlined in writing by Employer;
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At the election of the Employer, upon the breach by Employee of any term or
condition of this Agreement or upon the dismissal of Employee by Employer with
cause.
If this Agreement is terminated by the Board of Directors because they have
determined that the Employee's services are no longer required, all shares of
common stock shall immediately cease to be forfeitable.
HIRING AT WILL
The continuation of Employee's employment by Employer after the Term of this
Agreement shall constitute hiring at will and shall be subject to termination
with or without cause by either parties' issuance of written notification.
However, future salaries shall be paid on a cash basis and not with stock.
EXCEPTION: Employer agrees to provide Employee with no less than ninety (90)
days written notice of termination should Employer decide to sell or merge
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
DATED: April 15, 2000
PAN INTERNATIONAL GAMING, INC. EMPLOYEE
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Xxxxx Xxxxxxxx, President Xxxx Xxxxx
