EMPLOYMENT AGREEMENT
EXHIBIT
10.2
THIS
AGREEMENT is made and entered into this 13th day of February, 2007, by and
between URON Inc., a Minnesota corporation, ("Employer"), and Xxxxxx
Xxxxxx ("Employee").
In
consideration of the mutual terms and conditions contained herein, the parties
agree as follows:
1. Employment.
During
the term of this Agreement, Employee shall serve as Chief Executive
Officer of
Employer, and shall assume and perform all of the duties and responsibilities
incidental to such position, or which are assigned to him from time to time
by
Employer. Employee shall use his best efforts in the performance of his duties,
and shall perform them promptly, diligently and professionally at all times.
Employee shall spend appropriate time in the performance of his duties, except
in the event of absence permitted by Employer. Employee shall work such hours
as
are reasonably assigned to him by Employer from time to time.
Employee
shall maintain in good standing any professional designations, credentials
or
licenses which he now has, or shall hereafter obtain, and shall provide Employer
with documentary evidence that such are in good standing upon the reasonable
request of Employer.
2. Compensation.
As
gross compensation for services rendered from the date hereof through December
31, 2007, Employer shall issue to Employee 500,000 shares of Employer’s common
stock (valued at $17,500, or $.035 per share). Such shares shall bear a legend
restricting transfer in accordance with applicable federal and state securities
laws. Employee acknowledges that all services rendered by him to Employer prior
to the date of this Agreement have been uncompensated and Employee waives any
claim for compensation for such past services.
3. Benefits.
Employee shall receive substantially the same benefits and perquisites as are
being provided at the time to Employer's other management
employees.
4. Duration.
This
Agreement shall be effective as of the date hereof and, except for Sections
6
hereof, shall terminate on December 31, 2007 unless earlier terminated as
provided in the following paragraph.
Employer
may terminate this Agreement for cause at any time, and all rights and
obligations under this Agreement shall cease at that time, other than those
which have accrued prior thereto, and other than those of Employee described
in
Section 6 hereof. Cause, as defined herein, includes, but is not limited to,
the
following:
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o
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Unreasonable
neglect, absenteeism, incompetence, or
insubordination;
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o
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Dishonesty,
fraud, or breach of trust in connection with the affairs of
Employer;
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o
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Conviction
of any felony, gross misdemeanor, or misdemeanor, other than a minor
traffic offense;
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o
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Death;
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o
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Physical
or mental disability of Employee which renders him unable to perform
the
essential functions of his position after reasonable accommodation;
or
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o
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Breach
of any of the material terms or conditions contained herein;
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Employer
shall act reasonably and in good faith in determining whether cause exists,
and
a finding of cause by Employer shall be conclusive for all purposes, precluding
any remedy of Employee at law or equity.
5. RESERVED
6. Confidentiality.
Employee agrees not to use or disclose any trade secrets or confidential
information of Employer, during the term of this Agreement or at any time
thereafter, except as required by Employee to perform his duties under this
Agreement. For purposes of this paragraph, confidential information includes
information proprietary to Employer, not generally known, and marked as
confidential or otherwise treated as confidential by Employer. The provisions
of
this Section shall survive the termination of the remainder of this
Agreement.
7. RESERVED
8.
RESERVED
9. Indemnification.
Employer shall indemnify Employee in the manner and to the full extent
Employer
has the power to do so under the Minnesota Business Corporation Act, as
amended,
against any loss, damage, judgment, penalty, fine, excise tax, settlement,
cost
or expense, including reasonable attorneys' fees, incurred by him as a
result of
his position with Employer. This provision shall be in addition to any
indemnification provided under Employer's Articles of Incorporation, Bylaws
or
otherwise, and in addition to any liability insurance coverage provided
by
Employer.
10. Assignment.
This
Agreement may not be assigned by either party without the written consent of
the
other party, provided, however, that Employer may assign this Agreement without
Employee's consent to any corporation controlling, controlled by, or under
common control with Employer. Subject to the foregoing, this Agreement is
binding upon the heirs, representatives, successors, and permitted assigns
of
the parties.
11. Legality.
The
parties covenant and agree that the provisions contained herein are reasonable
and are not known or believed to be in violation of any federal or state law
or
regulation. In the event a court of competent jurisdiction finds any provision
contained herein to be illegal or unenforceable, such court may modify such
provision to make it valid and enforceable. Such modification shall not affect
the remainder of this Agreement which shall continue at all times to be valid
and enforceable.
12. Arbitration.
Except
for disputes arising under Section 6, all disputes arising under this Agreement
shall be submitted to final and binding arbitration in Minneapolis, Minnesota,
in accordance with Minnesota Statutes, Section 572.08, et seq,
as
amended. Employee and Employer shall select an arbitrator who is an attorney
with at least 15 years of employment law experience. In the event Employee
and
Employer cannot agree upon the selection of such an arbitrator, either party
may
apply to the Hennepin County District Court for appointment of such an
arbitrator. The decision of the arbitrator shall be final and binding. All
fees
and expenses of the arbitrator shall be shared equally by Employee and Employer.
The arbitrator shall have jurisdiction and authority to interpret and apply
the
provisions of this Agreement and relevant federal, state and local laws insofar
as necessary to the determination of the dispute and to remedy any breaches
of
the Agreement and/or applicable laws, but shall not have jurisdiction or
authority to award punitive damages or to alter in any way the provisions of
this Agreement.
13. Interpretation.
This
Agreement constitutes the entire agreement between the parties on the subject
matter hereof and supersedes any prior oral or written agreements between the
parties. This Agreement can be modified only by a writing signed by both
parties. This Agreement shall be interpreted in accordance with the laws of
the
State of Minnesota.
IN
WITNESS WHEREOF, the parties have caused the execution of this Agreement the
day
and year first above written.
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By
/s/ Xxxxxx Xxxxxx
Its
Chief Executive Officer
/s/
Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx, Employee
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