Exhibit 10.8
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement"), dated as of May 1, 2008 (the
"Effective Date"), is made by and between AMERICAN ENVIRONMENTAL ENERGY, INC., a
Nevada corporation, located at 0000 Xxxx Xxxxx Xxxxxxx, Xxxxx 0X, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000, and hereafter referred to as "the Company," and Xxxxx X.
Xxxxxx, hereinafter referred to as "Executive," based upon the following:
RECITALS
WHEREAS, the Company wishes to retain the services of Executive, and
Executive wishes to render services to the Company, as its Chief Executive
Officer, President and Chairman of the Board;
WHEREAS, the Company and Executive wish to set forth in this Agreement
the duties and responsibilities that Executive has agreed to undertake on behalf
of the Company;
WHEREAS, the Company and Executive intend that this Agreement will
supersede and replace any and all other employment agreements entered into by
and between the Company and Executive, and that upon execution of this
Agreement, any such employment agreements or arrangements shall have no further
force or effect.
THEREFORE, in consideration of the foregoing and of the mutual promises
contained in this Agreement, the Company and Executive (who are sometimes
individually referred to as a "party" and collectively referred to as the
"parties") agree as follows:
AGREEMENT
1. SPECIFIED TERM.
The Company hereby employs Executive pursuant to the terms of this
Agreement and Executive hereby accepts employment with the Company pursuant to
the terms of this Agreement for the period beginning on May 1, 2008 and ending
on April 30, 2011 (the "Term").
Subject to Sections 8, 9, and 10, this Agreement will automatically be
renewed for successive periods of one year after April 30, 2011, unless either
party gives notice to the other, at least sixty (60) days prior to the
expiration of the specified period that the party desires to renegotiate this
Agreement. In the event that any party notifies the other party in writing of
its desire to renegotiate this Agreement, then the terms and conditions of this
Agreement shall for an additional 60 days after expiration of the Term or until
a mutual agreement is reached, whichever is shorter. If a mutually acceptable
renegotiated agreement is not reduced to writing and executed by the parties
within sixty (60) days after the end of the Term, then this Agreement shall
continue on a month to month basis until terminated by written notice given by
either party at least thirty (30) days prior to the end of any monthly period.
2. GENERAL DUTIES.
Executive shall report to the Company's Board of Directors. Executive
shall devote his entire productive time, ability, and attention to the Company's
business during the term of this Agreement, except that it is understood and
agreed between Executive and the Company that Executive shall continue to act as
an officer and director of Xxxxxx Energy Management Corporation and Executive's
duties and obligations in respect thereof shall not be deemed to conflict with
his duties as the CEO, President and Chairman of the Company. In his capacity as
President, Executive shall be primarily responsible for the day to day
supervision and control of the business of the Company. Executive shall do and
perform all services, acts, or things necessary or advisable to discharge his
duties under this Agreement, an such other duties as are commonly performed by
an employee of his rank in a publicly traded corporation or which may, from time
to time, be prescribed by the Company through its Board of Directors.
Furthermore, Executive agrees to cooperate with and work to the best of his
ability with the Company's management team, which includes the Board of
Directors and the officers and other employees, to continually improve the
Company's reputation in its industry for quality products and performance.
3. COMPENSATION.
(a) ANNUAL SALARY. During the Term of this Agreement, the Company shall
pay to Executive an annual base salary in the amounts set forth below (the
"Annual Salary"). The Annual Salary shall be:
(i) One Hundred Forty Thousand ($140,000.00);
(ii) Commencing upon payment of each of the Capital Funding
Bonuses set forth below, the Annual Salary shall be increased by the
same amount as each such Capital Funding Bonus, ultimately equaling Two
Hundred Forty Thousand ($240,000.00) per year during the second year of
employment; and shall thereafter be increased (but not decreased) from
time to time as approve by the Board of Directors.
In addition, the Company may offer to Executive the opportunity to
serve as an officer or employee of a subsidiary or affiliated entity of the
Company. The Company and Executive shall agree on a mutually acceptable annual
salary for service in such capacity, and the amount thereof shall be included in
the "Annual Salary."
The Annual Salary shall be paid to Executive in equal installments in
accordance with the periodic payroll practices of the Company for executive
employees.
If the Company is unable to pay a portion or all of the Annual Salary
in cash, the Executive may elect to receive all or any portion of the Annual
Salary in shares of the Company's common stock. The number of shares of common
stock to be issued to Executive shall be determined on the last day of each
fiscal quarter, and shall be calculated using the average of the closing bid and
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ask prices of the common stock on that date. If no shares of the Company's
common stock trade on that date, then the Company shall use the average of the
closing bid and ask prices of the common stock on the last day immediately prior
to the last day of the fiscal quarter during which the common stock was traded.
All such shares of Company common stock shall be issued pursuant to the
Company's 2008 Equity Incentive Plan (the "2008 Plan") to be adopted by the
Board of Directors and shareholders.
Executive may also elect for salary to be deferred until such time the
Company has sufficient earnings or surplus capital to pay the deferred Annual
Salary. If Executive elects to defer any portion of the Annual Salary, then the
Company shall pay interest on the unpaid balance equal to the minimum Applicable
Federal Rate.
(b) ANNUAL BONUS. Executive and the Board of Directors shall meet
immediately following execution of this Agreement and, thereafter, at the end of
each fiscal year to establish performance standards and goals to be met by
Executive during the next fiscal year, which standards and goals shall be based
upon earnings, cash flows, EBITDA and other objectives that are mutually agreed
to by Executive and the Board of Directors. The Company shall pay to Executive,
no later than thirty (30) days after the completion of each fiscal year, a cash
bonus (the "Annual Bonus") in an amount to be recommended by the Board of
Directors, for each year in which the performance standards and goals are met or
exceeded by Executive. Nothing in this Section shall prevent Executive and the
Board of Directors from mutually agreeing to an alternative computation of the
Annual Bonus, which may be implemented and paid to Executive in place of the
Annual Bonus described herein. The Annual Bonus shall be subject to any
applicable tax withholdings and/or employee deductions.
(c) CAPITAL FUNDING BONUS. Executive shall receive a one-time lump sum
bonus of $50,000 upon completion of a private or public placement of equity or
debt securities by the Company resulting in gross proceeds of at least
$1,000,000 (in one or a series of closings) and a one-time, lump sum bonus of
$50,000 upon the completion of a private placement of equity or debt securities
resulting in gross proceeds of $5,000,000 or more (the "Capital Funding
Bonuses").
(d) COST OF LIVING ADJUSTMENT. If this Agreement is extended beyond the
Term, then commencing as of May 1, 2011, and on each January 1st thereafter, the
then effective Annual Salary shall be increased (but not decreased) by an
amount: (i) which shall reflect the increase, if any, in the cost of living
during the previous 12 months by adding to the Annual Salary an amount computed
by multiplying the Annual Salary by the percentage by which the level of the
Consumer Price Index for the Orange County, California Metropolitan Area as
reported on January 1st of the new year by the Bureau of Labor Statistics of the
United States Department of Labor has increased over its level as of January 1st
of the Prior year, and (ii) which will maintain Executive's compensation at a
level consistent with the compensation paid to executive officers holding
similar positions in the Energy Industry. Additionally, the Board of Directors
shall periodically review Executive's Salary to determine whether to otherwise
increase Executive's Compensation, without any obligation by the Board to
authorize such an increase.
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(e) PARTICIPATION IN EMPLOYEE BENEFIT PLANS. Executive shall have the
same rights, privileges, benefits and opportunities to participate in any the
Company's employee benefit plans which may now or hereafter be in effect on a
general basis for executive officers or employees. The Company may delete
benefits and otherwise amend and change the type and quantity of benefits it
provides in its sole discretion. In the event Executive receives payments from a
disability plan maintained by the Company, the Company shall have the right to
offset such payments against the Annual Salary otherwise payable to Executive
during the period for which payments are made by such disability plan.
(f) AUTOMOBILE LEASE ALLOWANCE. Executive shall be entitled during the
Term of his employment to an automobile lease allowance in the amount of $1,000
per month for which the Company will enter into a lease agreement including the
initial down payment. All fuel and other costs of the leased automobile not in
connection with Company travel shall be the sole responsibility of Executive.
(g) DIRECTOR AND OFFICER LIABILITY INSURANCE. Within 60 days after the
Effective Date, the Company shall use commercially reasonable efforts to
purchase directors and officers liability insurance and include Executive as an
insured thereunder in amounts Executive deems reasonable and appropriate.
(h) PURCHASE OF COMMON STOCK. Executive shall be entitled to purchase
Seven Million Five Hundred Thousand (7,500,000) shares of the Company common
stock which shall represent approximately five percent (5%) of the issued and
outstanding shares of capital stock of the Company on a fully diluted basis. The
purchase price for each share of common stock covered by the option shall be
equal to the par value (or if there is no par value, $0.001 per share), which is
equal to or greater than the fair market value of the common stock on the
Effective Date.
(i) PAYMENT OF TAX RELATED TO THE RECEIPT OF NON-CASH COMPENSATION. If
Executive incurs income tax or any other tax, including payroll taxes, as a
result of the receipt of non-cash compensation during any fiscal year, including
tax resulting from the purchase of the Common Stock, the Company shall pay to
Executive an amount equal to any and all such tax.
4. REIMBURSEMENT OF BUSINESS EXPENSES.
The Company shall promptly reimburse Executive for all reasonable
business expenses incurred by Executive in connection with the business of the
Company including travel (other than commuting to the office from Executive's
residence), cell phone usage, business meals, etc. However, each such
expenditure shall be reimbursable only if Executive furnishes to the Company
adequate records and other documentary evidence required by federal and state
statutes and regulations issued by the appropriate taxing authorities for the
substantiation of each such expenditure as an income tax deduction. The Company
will provide Executive with a laptop computer, cell phone and any additional IT
requirements for business use.
5. ANNUAL VACATION.
Executive shall be entitled to four (4) weeks vacation time each year
without loss of compensation.
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6. INDEMNIFICATION OF LOSSES.
So long as Executive's actions were taken in good faith and furtherance
of the Company's business and within the scope of Executive's duties and
authority, the Company shall indemnify and hold Executive harmless to the full
extent of the law from any and all claims, losses and expenses sustained by
Executive as a result of any action taken by him to discharge his duties under
this Agreement, and the Company shall defend Executive, at the Company's
expense, in connection with any and all claims by stockholders or third parties
which are based upon actions taken by Executive to discharge his duties under
this Agreement.
7. PERSONAL CONDUCT.
Executive agrees promptly and faithfully to comply with all present and
future policies, requirements, directions requests and rules and regulations of
the Company in connection with the Company's business.
8. TERMINATION BY THE COMPANY FOR CAUSE.
The Company reserves the right to declare Executive in default of this
Agreement if (each a "Cause"):
(a) Executive is convicted of any fraud or embezzlement against
the Company; or
(b) After written notice and an opportunity to cure, Executive
willfully breaches or habitually neglects the duties and
responsibilities which he is required to perform under the
terms of this Agreement; or
(c) Executive commits such acts of dishonesty, fraud,
misrepresentation, gross negligence or willful misconduct
which results in material harm to the Company or its business;
or
(d) Executive violates any law, rule or regulation applicable to
the Company or Executive relating to the business operations
of the Company that may have a material adverse effect upon
the Company's business, operations or condition (financial or
otherwise).
The Company may terminate this Agreement for Cause immediately upon
written notice of termination to Executive; provided, however, if the Company
terminates this Agreement due to Executive's willful breach or habitual neglect
of the duties he is required to perform, then Executive shall be entitled to a
period of thirty (30) days from the date of the written notice of termination to
cure said breach. Except as otherwise set forth in this Section 8, upon any
termination for Cause, the obligations of Executive and the Company under this
Agreement shall immediately cease. Such termination shall be without prejudice
to any other remedy to which the Company may be entitled either at law, in
equity, or under this Agreement. If Executive's employment is terminated
pursuant to this Section 8, the Company shall pay to Executive (i) Executive's
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accrued but unpaid Annual Salary and vacation pay through the effective date of
the termination; (ii) Executive's accrued but unpaid Annual Bonus, if any; and
(iii) business expenses incurred prior to the effective date of termination and
shall transfer to Executive any stock earned but unissued pursuant to Section
3(e). Executive shall not be entitled to continue to participate in any employee
benefit plans except to the extent provided in such plans for terminated
participants, or as may be required by applicable law.
9. TERMINATION BY THE COMPANY WITHOUT CAUSE.
(a) DEATH. Executive's employment shall terminate upon the death of
Executive. Upon such termination, the obligations of Executive and the Company
under this Agreement shall immediately cease. Except as otherwise set forth in
Section 11 below, upon such termination the obligations of Executive and the
Company under this Agreement shall immediately cease.
(b) DISABILITY. The Company reserves the right to terminate Executive's
employment upon ten (10) days written notice if, for a period of ninety (90)
days, Executive is prevented from discharging his duties under this Agreement
due to any physical or mental disability. Except as otherwise set forth in
Section 11 below, upon such termination the obligations of Executive and the
Company under this Agreement shall immediately cease.
(c) ELECTION BY THE COMPANY. The Company may terminate Executive's
employment upon not less than ninety (90) days written notice by the Company to
Executive. With the exception of the covenants included in Section 12 below,
upon such termination the obligations of Executive and the Company under this
Agreement shall immediately cease.
10. TERMINATION BY EXECUTIVE.
(a) ELECTION BY EXECUTIVE. Executive's employment may be terminated at
any time by Executive upon not less than ninety (90) days written notice by
Executive to the Board. Except as otherwise set forth in this paragraph (a),
upon such termination the obligations of Executive and the Company under this
Agreement shall immediately cease. In the event of a termination pursuant to
this paragraph, the Company shall pay to executive (i) Executive's accrued but
unpaid Annual Salary and vacation pay through the effective date of the
termination; (ii) Executive's accrued but unpaid Annual Bonus, if any; and (iii)
business expenses incurred prior to the effective date of termination. Executive
shall not be entitled to continue to participate in any employee benefit plans
except to the extent provided in such plans for terminated participants, or as
may be required by applicable law.
(b) TERMINATION BY EXECUTIVE FOR GOOD REASON. Executive may terminate
this Agreement immediately based on his reasonable determination that one of the
following events has occurred:
(i) The Company moves its offices more than 30 miles away from
Newport Beach, California;
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(ii) Without the consent of Executive, the Company: (A)
substantially alters or materially diminishes the position, nature,
status, prestige or responsibilities of Executive from those in effect
by mutual agreement of the parties from time to time; (B) assigns
additional duties or responsibilities to Executive which are wholly and
clearly inconsistent with the position, nature, status, prestige or
responsibilities of Executive then in effect; or (C) removes or fails
to reappoint or re-elect Executive to Executive's offices under this
Agreement (as they may be changed or augmented from time to time with
the consent of Executive), unless Executive is deceased or disabled, or
such removal or failure is attributable to an event which would
constitute termination for cause;
(iii) the Company intentionally requires Executive to commit
or participate in any felony or other serious crime;
(iv) the Company engages in other conduct constituting legal
cause for termination; and/or
(v) any criminal or civil charges are filed against the
Company alleging fraud specifically by Executive.
With the exception of the covenants included in Section 12
below, upon such termination, the obligations of Executive and the
Company under this Agreement shall immediately cease.
11. EFFECT OF TERMINATION ATTRIBUTABLE TO DEATH OR DISABILITY.
In the event Executive's employment is terminated due to Executive's
death or disability, then:
(a) The Company shall pay Executive's accrued but unpaid Annual Salary
and vacation time through the effective date of the termination, provided,
however, that the Company shall also pay to Executive or Executive's estate
twice the amount of executive's then effective Annual Salary as set forth in
Section 3(a);
(b) The Company shall pay to the Executive an Annual Bonus which shall
be computed as the greater of the accrued but unpaid Annual Bonus, if any, or an
amount which equals the average of Executive's Annual Bonus during the two (2)
fiscal years prior to the termination date;
(c) The Company shall reimburse Executive for any business expenses
incurred prior to the effective date of the termination;
(d) Executive (including Executive's heirs) shall be entitled to
continue to participate in any employee benefit plans except to the extent
provided in such plans for terminated participants, or as may be required by
applicable law.
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12. EFFECT OF TERMINATION ATTRIBUTABLE TO A CHANGE IN CONTROL, A
TERMINATION BY EXECUTIVE FOR GOOD REASON OR A TERMINATION BY THE
COMPANY WITHOUT CAUSE.
If Executive's employment is terminated before the expiration of the
Term, and such termination is attributable to (i) a Change in Control; (ii) a
termination by Executive for good reason; or (iii) the Company's election to
terminate, then:
(a) The Company shall pay to Executive, in a lump sum and without
discount to present value, an amount equal to the Annual Salary, determined as
of the date of termination, due to Executive for the balance of the Term, but in
no event shall such payment total less than the Annual Salary for a period of
six months;
(b) The Company shall pay to Executive, in a lump sum and without
discount to present value, Executive's declared but unpaid Annual Bonus, if such
Annual Bonus has been declared, but if not declared then the Company shall pay
to Executive an amount which equals the average of Executive's Annual Bonus
earned for the two (2) fiscal years prior to the termination date;
(c) At the election of Executive, the Company shall (i) provide to
Executive and his spouse and dependents (if any), for a period of twelve (12)
months, medical benefits which shall be comparable to the benefits received by
Executive at the time of termination of his employment; or (ii) provide to
Executive additional compensation, payable on a monthly basis, which would
approximate the cost to Executive to obtain such comparable benefits;
(d) The Company shall reimburse Executive for Executive's business
expenses incurred through the effective date of the termination; and
(e) Irrespective of anything included in the agreements memorializing
them, the vesting conditions imposed on any stock options, warrants or other
rights subject to vesting shall be accelerated and shall vest on the date of
Executive's termination and Executive shall have a period of twelve (12) months
to exercise such stock options, warrants or other rights.
Executive shall not be required to mitigate the amount of any payment
made pursuant to this Section 12 by seeking other employment or otherwise, and
no such payment shall be offset or reduced by the amount of any compensation or
benefits provided to Executive in any subsequent employment. The provisions of
this Section 12 shall be in lieu of any remedy or damages to which Executive may
be entitled by reason of a breach of this Agreement by the Company, whether such
remedy may be recovered at law or in equity.
For purposes of this Agreement, "Change of Control" shall be defined as
any of the following transaction; (i) the sale or disposition by the Company of
substantially all of its business or assets, or (ii) the acquisition of the
Company's capital stock by a third party in connection with the transfer of a
controlling interest of the Company's capital stock to such party, or (iii) the
merger or consolidation of the Company with another corporation as part of a
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transfer of a controlling interest of the Company's capital stock to a third
party. A "controlling interest of the Company's capital stock" shall be defined
as a transfer or acquisition by a third party of at least fifty percent (50%) of
the Company's capital stock in one or a series of transactions. A "third party"
shall not include any employee benefit plan maintained by the Company or any
corporation or entity in which the Company holds fifty percent (50%) or more of
the voting securities.
13. MISCELLANEOUS
(a) PREPARATION OF AGREEMENT. It is acknowledged by each party that
such party either had separate and independent advice of counsel or the
opportunity to avail itself or himself of the same. In light of these facts it
is acknowledged that no party shall be construed to be solely responsible for
the drafting hereof, and therefore any ambiguity shall not be construed against
any party as the alleged draftsman of this Agreement.
(b) COOPERATION. Each party agrees, without further consideration, to
cooperate and diligently perform any further acts, deeds and things and to
execute and deliver any documents that may from time to time be reasonably
necessary or otherwise reasonably required to consummate, evidence, confirm
and/or carry out the intent and provisions of this Agreement, all without undue
delay or expense.
(c) INTERPRETATION.
(i) ENTIRE AGREEMENT/NO COLLATERAL REPRESENTATIONS. Each party
expressly acknowledges and agrees that this Agreement, including all
exhibits attached hereto: (1) is the final, complete and exclusive
statement of the agreement of the parties with respect to the subject
matter hereof; (2) supersedes any prior or contemporaneous agreements,
promises, assurances, guarantees, representations, understandings,
conduct, proposals, conditions, commitments, acts, course of dealing,
warranties, interpretations or terms of any kind, oral or written
(collectively and severally, the "Prior Agreements"), and that any such
prior agreements are of no force or effect except as expressly set
forth herein; and (3) may not be varied, supplemented or contradicted
by evidence of Prior Agreements, or by evidence of subsequent oral
agreements. Any agreement hereafter made shall be ineffective to
modify, supplement or discharge the terms of this Agreement, in whole
or in part, unless such agreement is in writing and signed by the party
against whom enforcement of the modification or supplement is sought.
(ii) WAIVER. No breach of any agreement or provision herein
contained, or of any obligation under this Agreement, may be waived,
nor shall any extension of time for performance of any obligations or
acts be deemed an extension of time for performance of any other
obligations or acts contained herein, except by written instrument
signed by the party to be charged or as otherwise expressly authorized
herein. No waiver of any breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding
breach thereof, or a waiver or relinquishment of any other agreement or
provision or right or power herein contained.
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(iii) REMEDIES CUMULATIVE. The remedies of each party under
this Agreement are cumulative and shall not exclude any other remedies
to which such party may be lawfully entitled.
(iv) SEVERABILITY. If any term or provision of this Agreement
or the application thereof to any person or circumstance shall, to any
extent, be determined to be invalid, illegal, or unenforceable under
present or future laws effective during the term of this Agreement,
then and, in that event: (A) the performance of the offending term or
provision (but only to the extent its application is invalid, illegal
or unenforceable) shall be excused as if it had never been incorporated
into this Agreement, and, in lieu of such excused provision, there
shall be added a provision as similar in terms and amount to such
excused provision as may be possible and legal, valid and enforceable,
and (B) the remaining part of this Agreement (including the application
of the offending term or provision to persons or circumstances other
than those as to which it is held invalid, illegal or unenforceable)
shall not be affected thereby and shall continue in full force and
effect to the fullest extent provided by law.
(v) NO THIRD PARTY BENEFICIARY. Notwithstanding anything else
herein to the contrary, the parties specifically disavow any desire or
intention to create any third party beneficiary obligations, and
specifically declare that no person or entity, other than as set forth
in this Agreement, shall have any rights hereunder or any right of
enforcement hereof.
(vi) HEADING; REFERENCES; INCORPORATION; GENDER. The headings
used in this Agreement are for convenience and reference purposes only,
and shall not be used in construing or interpreting the scope or intent
of this Agreement or any provision hereof. References to this Agreement
shall include all amendments or renewals thereof. Any exhibit
referenced in this Agreement shall be deemed to include the other
gender, including neutral genders or genders appropriate for entities,
if applicable, and the singular shall be deemed to include the plural,
and vice versa, as the context requires.
(d) ENFORCEMENT.
(i) APPLICABLE LAW. This Agreement and the rights and remedies
of each party arising out of or relating to this Agreement (including,
without limitation, equitable remedies) shall be solely governed by,
interpreted under, and construed and enforced in accordance with the
laws (without regard to the conflicts of law principles thereof) of the
State of California, as if this agreement were made, and as if its
obligations are to be performed, wholly within the State of California.
(ii) CONSENT TO JURISDICTION; SERVICE OF PROCESS. Any action
or proceeding arising out of or relating to this Agreement shall be
filed in and heard and litigated solely before the state courts of
California located within the County of Orange.
(E) NO ASSIGNMENT OF RIGHTS OR DELEGATION OF DUTIES BY EXECUTIVE.
Executive's rights and benefits under this Agreement are personal to him and
therefore (i) no such right or benefit shall be subject to voluntary or
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involuntary alienation, assignment or transfer; and (ii) Executive may not
delegate his duties or obligations hereunder.
(F) NOTICES. Unless otherwise specifically provided in this Agreement,
all notices, demands, requests, consents, approvals or other communications
(collectively and severally called "Notices") required or permitted to be given
hereunder, or which are given with respect to this Agreement, shall be in
writing, and shall be given by: (A) personal delivery (which form of Notice
shall be deemed to have been given upon delivery), (B) by telegraph or by
private airborne/overnight delivery service (which forms of Notice shall be
deemed to have been given upon confirmed delivery by the delivery agency), (C)
by electronic or facsimile or telephonic transmission, provided the receiving
party has a compatible device or confirms receipt thereof (which forms of Notice
shall be deemed delivered upon confirmed transmission or confirmation of
receipt), or (D) by mailing in the United States mail by registered or certified
mail, return receipt requested, postage prepaid (which forms of Notice shall be
deemed to have been given upon the fifth (5th) business day following the date
mailed). Each party, and their respective counsel, hereby agrees that if Notice
is to be given hereunder by such party's counsel, such counsel may communicate
directly with all principals, as required to comply with the foregoing notice
provisions. Notices shall be addressed to the address hereinabove set forth in
the introductory paragraph of this Agreement, or to such other address as the
receiving party shall have specified most recently by like Notice, with a copy
to the other parties hereto. Any Notice given to the estate of a party shall be
sufficient if addressed to the party as provided in this subparagraph.
(G) COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and all of which together shall constitute
one and the same instrument, binding on all parties hereto. Any signature page
of this Agreement may be detached from any form hereto by having attached to it
one or more additional signature pages.
(H) EXECUTION BY ALL PARTIES REQUIRED TO BE BINDING; ELECTRONICALLY
TRANSMITTED DOCUMENTS. This Agreement shall not be construed to be an offer and
shall have no force and effect until this Agreement is fully executed by all
parties hereto. If a copy or counterpart of this Agreement is originally
executed and such copy or counterpart is thereafter transmitted electronically
by facsimile or similar device, such facsimile document shall for all purposes
be treated as if manually signed by the party whose facsimile signature appears.
In witness hereof, the parties execute this Employment Agreement as of
the date first written above.
AMERICAN ENVIRONMENTAL EXECUTIVE
ENERGY, INC.
By: /s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
------------------------------- -------------------------
Xxxxx X. Xxxxxx
Title: Chairman & CEO
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