Exhibit 10.5
EMPLOYMENT CONTRACT
Whitbread Management, Inc., hereinafter designated as "Employer," agrees to
and does employ Xxxxxxx Xxxxxx Xxxxxxx, hereinafter designated as "Employee,"
who accepts said employment on the following basis:
1. Employee shall work in the business of Employer, according to the job
duties and locations assigned by Employer.
2. The Employee's salary shall be at the rate of $3,461.54 payable
biweekly. The services to be rendered by Employee shall begin on the
16 day of October, 2002. If requested, Employee will obtain a
license as an Insurance agent and waives any claim to commissions
which may arise as a result of Insurance sales, and hereby assigns any
rights or interest therein to Employer.
3. Employee, throughout his/her employment, must qualify for a fidelity
bond with a company designated by Employer.
4. Employee will devote his/her entire time and attention to the business
of Employer and will engage in no other business or sideline, except
with Employer's prior written consent.
5. It is understood that Employer, over a period of time, has developed
lists of customers and prospects and other trade secrets that
constitute valuable business assets. In conjunction with Employee's
employment, Employee will be granted reasonable access to this
information and contact with Employer's valued customers. In
recognition of Employer's legitimate privacy rights to this
Information:
(a) During the term of employment and thereafter, Employee agrees not
to disclose or use the Employer's list of customers or prospects
or other trade secrets in any business which directly or
indirectly competes with Employer; and
(b) For a period of two (2) years subsequent to termination of
employment (with or without cause) Employee shall not directly or
indirectly solicit any customers or former customers of Employer;
and
(c) Employee agrees that, for a period of two (2) years subsequent to
termination of his/her employment (with or without cause), he/she
shall not, without Employer's prior written consent, engage in
any manner whatsoever, either directly or indirectly, or assist
in any way in any other loan or finance business directly related
to military lending in any of the cities or towns in which the
Employer conducts business; and
(d) Employee agrees that during the life of this contract, and for
two (2) years subsequent to termination of his/her employment
(with or without cause), Employee will not, directly or
indirectly, induce, influence or advise any
person who is or shall then be in the service of Employer to
leave the service of Employer.
(e) If Employee violates any of the restrictions of this Paragraph,
then the duration of the restrictions shall be extended by the
time period Employee engages in conduct violating any such
restrictions.
(f) If Employee breaches any of the terms of this Paragraph, he/she
shall pay to Employer the costs, expenses and attorney fees in
enforcing those terms, if and as permitted by applicable law.
6. It is also recognized that money damages are not an adequate legal
remedy to enforce the provisions of Paragraph 5 and that Employer has
the right to restrain any violations of that Paragraph by seeking an
injunction or restraining order in any court(s) of competent
jurisdiction. However, this shall not, in anyway limit the Employer
from seeking an award of damages for acts by Employee which violate
Paragraph 5.
7. Either party may terminate Employee's employment at any time by
providing five (5) days' written notice, provided that said employment
may be terminated without notice for cause or for violation of any
provisions of this Employment Contract.
8. Subject to Paragraph 6 (which contemplates that Employer may seek
certain equitable relief in any court(s) of competent jurisdiction),
the parties agree that any claims or disputes arising out of or
relating to this Employment Contract, the terms and conditions of
Employee's employment, or the termination of that employment will be
resolved exclusively by binding arbitration.
(a) The scope of this agreement to arbitrate includes, but is
not limited to, claims and disputes involving the following
types of allegations: wrongful discharge under statutory law
and/or common law; employment discrimination based on any
federal, state or local statute, ordinance or regulation;
retaliatory discharge or other adverse employment action;
compensation disputes; tortious conduct; breach of contract:
ERISA violations; and other statutory and/or common law
claims and disputes, regardless of whether the statute was
enacted or whether the common-law doctrine was recognized at
the time this Employment Contract was signed.
(b) This agreement to arbitrate shall be enforced in accordance
with the Federal Arbitration Act ("FAA") or, if it is
determined that the FAA does not apply, the Uniform
Arbitration Act and/or other applicable state law, Unless
the parties agree in writing to a different location, any
arbitration proceeding shall take place in the city and
state in which Employee was last assigned to perform
services for Employer before the filing of the demand for
arbitration, irrespective of the fact that any party to (or
third-party beneficiary of) this agreement to arbitrate is
now or may become a
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resident of a different jurisdiction. All arbitration
proceedings shall be confidential.
(c) A single arbitrator engaged in the practice of law shall
conduct the arbitration proceeding under the American
Arbitration Association's National Rules for the Resolution
of Employment Disputes (the "Rules") then in effect. Before
signing this Agreement, each of the parties had an
opportunity to review the Rules (including the
Administrative Fee Schedule), which are accessible online at
xxxx://xxx.xxx.xxx. The arbitrator shall have no authority
to modify existing law, and may be authorized to rule on
motions that shall dispose of issues as a matter of law. The
arbitrator shall issue a written decision and award stating
the reasons therefor. Such decision(s) and/or award(s) shall
be final and binding on the parties and their respective
heirs, executors, administrators, successors end assigns,
and judgment(s) thereon may be entered in any court(s) of
competent jurisdiction. The prevailing party(ies) shall be
entitled to recover all attorneys' fees, expenses and costs
incurred In connection with the arbitration proceeding.
(d) Employee understands that by signing this agreement to
arbitrate, Employee is agreeing to substitute one legitimate
form of dispute resolution (arbitration) for another
(litigation), and is thereby waiving Employee's right to
have claims and disputes resolved in court. This
substitution involves no surrender, by either party, of any
substantive statutory or common-law benefit, protection, or
defense. If Employee seeks to invalidate this agreement to
arbitrate on the .,, ground that arbitration would be
prohibitively expensive, Employee shall bear the burden of
showing (i) that the likely arbitration costs would preclude
Employee from pursuing Employee's rights in the arbitral
forum, and (ii) that a request to postpone, reallocate
and/or waive some or all such costs has been rejected by
both Employer and the arbitrator.
9. This Employment Contract sets forth the entire agreement of the
parties regarding its subject matter, and supersedes and replaces any
and all prior employment contracts and/or relationships Employee may
have had with Employer or any of its affiliates. All the agreements in
this Employment Contract are severable, and in the event any portion
of this contract be held invalid, the contract shall be construed as
if such invalid portions were not herein contained, and the remaining
portions shall remain fully enforceable.
10. Employer's rights and obligations under this Employment Contract shall
be freely assignable to any parent, subsidiary or other affiliate of
Employer, without the consent of Employee.
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11. This Agreement shall be governed by and interpreted In accordance with
the laws of the state in which Employee is assigned to perform
services for Employer, except to the extent such laws are preempted by
the FAA and/or other applicable federal laws).
SIGNED AND SEALED by me, this 16 day of October, 2000.
WITNESS:
/s/ Illegible /s/ Xxxxxxx X. Xxxxxxx
______________________________ ______________________________________
Employee
ACCEPTED, this 16 day of October, 2000.
/s/ Illegible
______________________________________
Employer
By____________________________________
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