Exhibit 10.9
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between Personnel
Profiles, Inc., (the "Employer"), and Xxxx Xxxxx (the "Employee"); is made
effective the 1st day of January, 2001 ("Effective Date").
RECITALS
WHEREAS, Silver Xxxxxx Mining, Inc., ("SRM") is the owner of all rights
to the Silver Xxxxxx Mining, Inc., testing and employment software program and
its national distribution system; and
WHEREAS, Employee is an employee of, and intends to serve as President
of Personnel Profiles, Inc., an Ohio corporation ("PP") ; and
WHEREAS, SRM is purchasing all stock of Personnel Profiles, Inc., and
WHEREAS, Employer plans to enter into this Agreement whereby Employee
will provide professional services, as an officer of PP, Inc., and
WHEREAS, PP, will provide compensation for the services provided by the
Employee; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions set forth herein the parties agree as follows:
WITNESSETH:
1. CONTRACTUAL DUTIES. Employer hereby engages Employee and Employee
agrees to accept the responsibility, as President of PP, Inc., to perform the
services of supervising, managing, successfully marketing products and
consulting on behalf of PP, Inc. Employee shall further perform such duties and
responsibilities as he currently provides as the President of PP, Inc., in
addition to such matters he is called upon to perform by SRM or PP, on a
full-time basis. Xxxxx shall not be required to relocate from the greater
Cincinnati area without his consent.
2. COMPENSATION. As compensation for the services provided by Employee,
Employer shall pay Employee, through PP, Inc., an annual salary in the amount of
$150,000.00, payable in accordance with PP's usual payroll procedures or as
Employer and Employee may agree otherwise in
writing. Additionally, Employee, senior management, mid management and employees
shall receive corporate options in accordance with Silver Xxxxxx Mining, Inc.'s
Stock Option Plan.
3. EXPENSE REIMBURSEMENT. Employer will reimburse Employee for
reasonable travel expenses, automobile and insurance expenses in accordance with
the customary practices and business operations of PP, Inc., and in accordance
with the policies and procedures of the Company.
4. BENEFITS. Employee shall be entitled to employment benefits
including health insurance consistent with those presently in effect with
Employer and prescribed by Employer's guidelines. Employee will also be allowed
to participate in any profit sharing and/or retirement plan in effect at PP,
Inc., at the time of this Agreement or as many be amended from time to time.
5. TERM. This Agreement shall continue for a term of three years from
the Effective Date, ("Term") with two additional three year options which may be
exercised by mutual agreement in writing by the parties to the Agreement,
provided, however, the Agreement may be terminated upon the following:
5.1 Upon conclusion of the Term or of any extension under this
Agreement;
5.2 Upon the death of Employee;
5.3 At Employer's option for a material breach of the
Agreement. Provided, however, that if Employer believes
Employee has committed a material breach of the Agreement, it
shall so advise Employee in writing, which writing shall
specify the details of the alleged breach, including the date
and the nature of the breach. Said notice shall further state
the actions required by Employee to correct the breach and
shall allow Employee 30 days within which to cure said breach.
If Employee fails, after receiving such notice, to correct
such breach, Employer may terminate the Agreement.
5.4 At Employer's option upon conviction of Employee for any
felony or misdemeanor involving moral turpitude;
Upon termination of the Agreement, provided termination is not caused
by a material breach of the Agreement by Employee as discussed in paragraph 5.3,
Employer shall pay to Employee the
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balance of the salary through the end of the term of this agreement. Employee
may resign upon 90 days written notice to Employer, but in that event, Employee
will be entitled to receive only the salary which has been earned up through the
date of termination as indicated in the Notice Letter. At time of termination,
Employee shall have the right to exercise any and all available stock options
granted to him at the time of termination; and additionally, Employer may
purchase all shares of stock in Silver Xxxxxx Mining, Inc., owned by Employee at
the time of termination at the then prevailing market price per share.
6. RESTRICTIVE COVENANTS. In consideration of the offering of
employment, for the provision to Employee of Employer's trade secrets and
confidential information, and in further consideration of the Purchase and Sale
Agreement of even date, Employee hereby agrees as follows:
6.1 During the Term of this Agreement and for a period of
three years following any termination of this Agreement for any reason, Employee
shall not be an officer, director, employee, agent or representative, or an
owner of more than 1% of the outstanding capital stock of any corporation, or an
owner of any interest in any business which solicits, hires or otherwise
attempts to induce any employees, agents or representatives of Silver Xxxxxx
Mining, Inc., or PP, Inc., to terminate their position as agent, employee or
representative.
6.2 During the Term of this Agreement and for a period of
three years following termination of this Agreement for any reason, Employee
shall not directly or indirectly, by being an officer, director, employee,
agent, representative or consultant, or a record or beneficial owner of more
than 1% of the outstanding stock of a corporation, or an owner of interest in,
or employee of any business which conducts the business of employee testing or
related consulting or employee placement in any area of influence of Silver
Xxxxxx Mining, Inc. or PP, Inc., Area of influence is defined as any market in
which Silver Xxxxxx Mining, Inc. or PP, Inc., have a representation in North
America or in which either company operates.
6.3 In the event that any court or agency holds that this
Section 6 constitutes an unreasonable restriction upon Employee, the parties to
this agreement expressly agree that the
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provisions of this Section 6 shall not be rendered void, but shall apply as to
time and territory or to such other extent as a court or agency may rule as
reasonable restrictions under the circumstances.
7. ENTIRE AGREEMENT. This Agreement, together with the separate
Employment Agreement, Confidentiality Agreement, and the parties' agreement
regarding stock options, and all exhibits, schedules, certificates, and
documents attached thereto or referred to therein, collectively constitute the
entire Agreement of the parties and supercede all understandings with respect to
the subject matter of said Agreements.
8. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with all
rules in effect at PP, Inc., or such rules as are subsequently adopted or
imposed upon all employees of the company.
9. RETURN OF PROPERTY. Upon termination of this Agreement for any
reason, Employee shall deliver to Employer all property of Employer's or related
to Employer's business.
10. AMENDMENT. This Agreement may be modified or amended, if the
amendment is made in writing and is signed by both parties.
11. SEVERABILITY. If any provisions 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 limited such provision
it would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
12. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
13. GOVERNING LAW. This Agreement is executed in Tarrant County,
Texas., and is deemed governed by the laws of the State of Texas.
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Executed in multiple counterparts the date first hereinabove written.
Silver Xxxxxx Mining, Inc.
By:
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Xxxxxx X. Xxxxxx, President
Personnel Profiles, Inc.
By:
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Xxxx Xxxxx
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