EMPLOYMENT AGREEMENT
(FIVE YEAR)
Employment agreement, between TRUETRAKS, INCORPORATED and XXXXXXX X.
XXXXXXXX, XX.
1. For good consideration, the Company employs the Employee on the following
terms and conditions.
2. Term of employment: Subject to the provisions for termination set forth
below this agreement will begin on the "effective date of the offering",
for a period of five years unless sooner terminated.
3. Salary: The Company shall pay Employee a salary of $75,000 per year, for
the services of the employee, payable at regular payroll periods.
4. Duties and Positions: The Company hires the Employee in the capacity of
Vice President Transportation / Chief Operating Officer. The Employee's
duties may be reasonably modified at the Company's direction from time to
time.
5. Employee to Devote Full Time to Company: The Employee will devote full
time, attention, and energies to the business of the Company and during
this employment, will not engage in any other business activity, regardless
of whether such activity is pursued for profit, gain, or other pecuniary
advantage. Employee is not prohibited from making personal investments in
any other businesses provided those investments do not require active
involvement in the operation of said companies.
6. Confidentiality of Proprietary Information: Employee agrees, during or
after the term of this employment, not to reveal confidential information,
or trade secrets to any person, firm, corporation, or entity. Should
employee reveal or threaten to reveal this information, the Company shall
be entitled to an injunction restraining the Employee from disclosing same,
or from rendering any services to any entity to whom said information has
been or is threatened to be disclosed. The right to secure an injunction
is not exclusive, and the Company may persue any other remedies it has
against the Employee for a breach of threatened breach of this condition,
including recovery of damages from the Employee.
7. Reimbursement of expenses: The Employee may incur reasonable expenses for
furthering the Company's business, including expenses for entertainment,
travel, and similar items. The Company shall reimburse Employee for all
business expenses after the Employee presents any itemized account of
expenditures, pursuant to Company policy.
8. Vacation: The Employee shall be entitled to a yearly vacation of 4 weeks
at full pay.
9. Medical Benefit Compensation: Medical (including EYE) and, Dental, and
life insurance will be carried at the expense of the Company with normal
co-payments being the responsibility of the Employee.
10. Life Insurance: The Company shall purchase key man life insurance for the
benefit of the Employee on such terms and conditions as established by the
Board of Directors for the Company.
11. Termination of Agreement: Without cause, the Company (Directors by a
majority of eligible Directors) (Eligible is defined as any director not in
conflict of interest with interested employee party) may terminate this
agreement at any time upon 90 days written notice to the Employee. If the
Company requests, the Employee will continue to perform his/her duties and
be paid his/her regular salary up to the date of termination. Without
cause, the Employee may terminate employment upon 90 days written notice to
the Company. Employee may be required to perform his/her duties and will
be paid the regular salary to date of termination. Notwithstanding
anything to the contrary contained in this agreement, the Company may
terminate the Employee's employment upon 90 days notice to the Employee
should any of the following events occur:
a) The sale of substantially all of the Company's assets to a single
purchaser or group of purchasers, or
b) The sale, exchange, or other disposition, in one transaction of
the majority of the Company's outstanding corporate shares; or
c) The Company's decision to terminate it business and liquidate its
assets;
d) The merger or consolidation of the Company with another company.
e) Bankruptcy or Chapter 11 Reorganization. Where liquidation is
ordered by the Court.
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The Company may terminate this agreement, for cause, in the event that the
Employee commits one of the acts or omissions listed on Exhibit A to this
agreement. The company shall not be required to give notice or pay
severance pay in the event of a termination for cause.
12. Assistance in Litigation: Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party either during or after employment.
13. Effect of prior agreements: This agreement supersedes any prior agreement
between the Company or any predecessor of the Company and the Employee,
except that this agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind elsewhere
provided and not expressly provided in this agreement.
14. Settlement by Arbitration: Any claim or controversy that arises out of or
relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court
with jurisdiction.
15. Limited Effect of Waiver by Company: Should Company waive breach of any
provision of this agreement by the Employee, that waiver will not operate
or be construed as waiver of further breach by the Employee.
16. Severability: If, for any reason, any provision of this agreement is held
invalid, all other provisions of this agreement shall remain in effect. If
this agreement is held invalid or cannot be enforced, then to the full
extent permitted by law any prior agreement between the Company (or any
predecessor thereof) and the Employee shall be deemed reinstated as if this
agreement had not been executed.
17. Assumption of Agreement by Company's Successors and Assignees: The
Company's rights and obligations under this agreement will inure to the
benefit and be binding upon the Company's successors and assignees.
18. Oral Modifications Not Binding: This instrument is the entire agreement of
the Company and the Employee. Oral changes shall have no effect. It may
be altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
19. In addition to his other holdings, at signing, Xx. Xxxxxxxx will receive 1%
of the stock of TrueTraks, Inc. (fully vested) and during the first three
years of this contract will earn one half of one percent per year (total of
one and one-half percent at the end of three years) of TrueTraks, Inc.
stock. The one and one-half percent of earned stock will be fully vested
only at the end of the third full year calculated from the date of
signature of this contract.
/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX, XX. Employee
TRUETRAKS, INCORPORATED
Attest:
By
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EXHIBIT A
1. Falsification of an Employment Application.
2. Conviction of a felony or commission of any which, resulting in a
conviction or not, would constitute a felony.
3. Incompetence in the performance of duties.
4. Insubordination.
5. Discrimination against any other employee on the basis of age, race, sex,
national origin, political or religious affiliation or absence thereof,
handicap or disability, veterans status or personal animosity.
6. Sexual harassment of any employee.
7. Careless, reckless, negligent or deliberate conduct on the job which
results in personal injury to any person.
8. Unlawful manufacture, sale, distribution, dispensing possession or use of a
controlled substance or alcohol on company property, while driving,
operating or riding as a passenger in company owned or leased vehicles or
equipment and / or while otherwise in an official capacity whether on or off
company property.
9. Misappropriation of company funds or falsification of a company expense
account.
10. Careless, reckless, negligent or deliberate conduct which results in damage
to company property.
11. Falsification of any official report or document.
12. Unauthorized disclosure of any investigation, propose sale or purchase, or
personal action not a part of public record.
13. Campaigning for public office on company time or using company equipment or
facilities.
14. Personal use of a company vehicle.
15. Display of hostile, unfriendly, or abrasive attitude rendering the work
place unpleasant or uncomfortable for other employees or personnel
conducting business with the company.
16. Failure to carry out instructions, or violation of written statutory
policies, procedures, or directives.
17. Behavior on or off the job which tends to bring discredit upon the company
or any of its employees or which will bring other employees into disrepute
or disgrace.
18. Conduct by the employee which disturbs, disrupts, or interferes with the
normal work or functions of an office, group and the company.
19. Failure to carry out instructions when the failure to do so jeopardizes
ones personal safety, other employees, customers and / or the public.
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