Exhibit 99.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT made and entered into this 1st day of November,
2004, in Salt Lake City, Utah, between Autostrada Motors, Inc., a Utah
corporation ("Autostrada" or "Employer"), and Xxxxxxx X. Xxx, an individual
("Employee");
W I T N E S S E T H:
Recitals
Autostrada maintains its principal place of business at 000 Xxxx
000 Xxxxx Xxxx Xxxx Xxxx, XX 00000;
The Employee is an officer, director and stockholder of
Autostrada;
The Employee recognizes that the covenants and promises contained
herein are for the mutual benefit of the Employee and Autostrada and for the
protection of the property, business, corporate opportunities and trade
secrets of Autostrada and the value of the Employee's shareholdings; and
Autostrada desires to employ the Employee as President and Chief
Financial Officer, and the Employee desires to accept such employment as
outlined herein and subject to the terms and conditions hereof;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, Autostrada and the Employee do hereby agree as
follows, to-wit:
Section 1
Employment
The Employer employs the Employee and the Employee accepts
employment upon the terms and conditions of this Agreement.
Section 2
Term
The term of this Agreement shall begin on the date hereof and
shall continue for a term of five years, and thereafter, on a year to year
basis, unless sooner terminated as provided herein.
Section 3
Compensation
3.1 For all services rendered by the Employee, the Employer
shall pay the Employee the compensation designated by the President or the
Board of Directors from time to time, in an amount of not less than $48,000.00
the 1st year; $60,000.00 the 2nd and 3rd years; and $72,000.00 the 4th and
5thyears. Salary payments shall be subject to withholding and other
applicable taxes. Such compensation will accrue regardless of the Company's
ability to pay the compensation on a semi-monthly basis.
Section 4
Employee Benefit Plans
The Employee shall be entitled to participate in any Internal
Revenue Service qualified profit-sharing plan, employee stock option plan,
stock bonus plan, pension plan or any similar plan adopted and implemented by
Autostrada. The actual participation, employer contributions, if any, and
restrictions of each such qualified employee benefit shall be determined by
the Board of Directors of Autostrada. To the extent that it is reasonable and
practicable, any shares of common stock required to be issued and delivered by
the Employer to the Employee hereunder, may be issued and delivered to the
Employee pursuant to any such plan, provided the rights of the Employee are
not unduly prejudiced thereby.
Section 5
Health Care Insurance Benefits
Autostrada shall provide the Employee and his dependents with the
same health insurance provided to all other employees of Autostrada.
Autostrada shall have complete discretion in choosing the type of health
insurance plan, the insurance carrier and the extent of the insurance
coverage. Any benefits provided to the Employee or his dependents under this
Section shall terminate with the termination of employment hereunder for any
reason whatsoever.
Section 6
Duties
The Employee shall be employed for and empowered to carry on all
duties normally carried on by a President and Chief Financial Officer,
including, but not limited to those outlined in the Bylaws of Autostrada; to
oversee the day to day operations and to authorize the purchase of vehicle
inventories and related products from auctions, dealers or other vendors; to
authorize the purchase of inventory for any of the retail outlets operated by
Autostrada; the right to hire, fire and set compensation for all agents,
employees and clerks of Autostrada other than the duly appointed officers; to
oversee all construction and maintenance; and all duties incident to the
foregoing; provided, however, any purchases not in the ordinary course of the
business of Autostrada shall be subject to the approval of the Board of
Directors.
Section 7
Extent of Services
With the exception of the Employee's commitment to Diamond
Executive Detailing. LLC., the Employee shall devote his entire time,
attention and energies to the Employer's business and shall not, during the
term of this Agreement, be engaged in any other business activity whether or
not such business activity is pursued for gain, profit or other pecuniary
event; however, the Employee may invest his assets in such form or manner as
will not require his services in the operation of the affairs of the companies
in which such investments are made. Autostrada shall be the sole owner of all
of the fruits of the labor of the Employee, regardless of their nature,
including proprietary designs, products or services designed or developed,
customers initiated or serviced, business prospects and the like.
Section 8
Reimbursement for Expenses
The Employee shall be reimbursed for all out-of-pocket expenses
reasonably incurred in performing services on behalf of Autostrada pursuant to
the direction of the President or the Board of Directors.
Section 9
Indemnification
Autostrada shall indemnify and hold the Employee harmless to the
full extent permitted by the law against all expenses, attorney's fees,
judgments, fines and the like actually and reasonably incurred by the Employee
in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, incurred
by the Employee in connection with any act or omission by the Employee
performed or omitted pursuant to this Agreement, provided that he has acted in
good faith and in the manner he reasonably believed to be in or not opposed to
the best interest of Autostrada, and provided further, that with respect to
any criminal action, he had no reasonable cause to believe his conduct was
unlawful.
Section 10
Termination
This Agreement may be terminated by the Employer or the Employee
on written notice, for any reason whatsoever; provided, however, in the event
of termination by the Employer for no cause, the Employer shall be required to
pay the Employee one year's salary as liquidated damages for any such
termination; for this purpose, the year's salary payable shall be the salary
being paid to the Employee at the time of any such termination. The Employer
may also terminate this Agreement forthwith for cause, defined solely as
fraud, misappropriation, intentional material damage or similar conduct
damaging to the business, property or assets of Autostrada. In the event of
termination, compensation or salary shall cease on the effective date of
termination, and with the exception of benefits vested pursuant to any plans
implemented under Section 4 hereof, the Employee shall forfeit all other
benefits provided pursuant to this Agreement.
Section 11
Use of Confidential Information
The Employee recognizes and acknowledges that he has had and will
have access to certain confidential information concerning Autostrada or its
subsidiaries, and that such information constitutes valuable, special and
unique property of Autostrada and its subsidiaries. The Employee agrees that
in addition to any other limitation, regardless of the circumstances of the
termination of employment, he will not communicate to any person, firm,
corporation or other entity any such confidential information relating to any
product, patent, patent pending, license, certificate, design, customer list,
prices, secrets, advertising, nor any confidential knowledge or secrets which
he has previously acquired or may from time to time acquire with respect to
Autostrada or any of its subsidiaries.
Section 12
Non-Competition after Termination
The Employee agrees that for a period of one year after the
termination of this Agreement for any reason whatsoever he shall not directly
or indirectly engage in or in any manner be connected with or employed by any
person, firm or corporation in competition with Autostradaor any of its
subsidiaries, or in competition with Autostrada or any of its subsidiaries in
providing similar products or services as Autostrada or any of its
subsidiaries, within the territorial limits of the United States of America;
provided, however, in the event of any termination without cause, the
Employee's obligations under this Section are subject to payment by the
Employer to the Employee of the one year's salary as liquidated damages as
outlined in Section 10 hereof.
Section 13
Solicitation of Customers after Termination
The Employee agrees that in addition to any other limitation, for
a period of two years after the termination of this Agreement for any reason
whatsoever he shall not, on behalf of himself or on behalf of any other
person, firm or corporation, call upon any of the customers of Autostrada or
of any of its subsidiaries for the purpose of soliciting and/or providing to
any of such customers any product or service similar to those provided by
Autostrada or any of its subsidiaries.
Section 14
Injunctive Relief
The Employee hereby acknowledges that the confidential information
acquired by the Employee as a result of his being a stockholder or being
previously employed or services to be rendered hereunder are of a unique,
special and extraordinary character which would cause irreparable injury to
Autostrada if disclosed in violation of any provision of this Agreement, and
by reason thereof, the Employee agrees that for the violation of any of the
provisions of Sections 11, 12 and 13, Autostrada shall, in addition to any
other rights and remedies available hereunder, at law or otherwise, be
entitled to an injunction to be issued by any court of competent jurisdiction
enjoining and restraining the Employee from committing any violation of this
Agreement, and the Employee hereby consents to the issuance of any such
injunction.
Section 15
Binding on Heirs and Assigns
This Agreement shall be binding upon and shall inure to the
benefit of the Employer and the Employee and his heirs. This Agreement may
not be assigned by Autostradaor the Employee, provided, however, that any
reorganization, merger, recapitalization or similar plan pursuant to which
another person, firm, or corporation assumes control of Autostrada shall not
be deemed to be an assignment of this Agreement by Autostrada, and any such
plan shall have no effect upon the rights, obligations or duties of Autostrada
or the Employee hereunder.
Section 16
Law to Govern Contract
This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah.
Section 17
Invalidity of any Provision
In the event any provision of this Agreement shall be construed as
invalid or unenforceable by a court of competent jurisdiction, this Agreement
shall be construed as if such invalid or unenforceable provision were omitted,
and all remaining provisions of this Agreement shall remain in full force and
effect.
Section 18
Notices
All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered in person or sent by
prepaid first-class registered or certified mail, return receipt requested, as
follows:
If to Autostrada: 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, XX 00000
If to Employee: 000 Xxxxxxxxxxx Xx.
Xxxx Xxxx Xxxx, XX 00000
Section 19
Attorney's Fees
In the event of any default hereunder and the enforcement of the
terms or provisions hereof, the non-defaulting party shall be entitled to
recover reasonable attorney's fees and costs.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
AUTOSTRADA MOTORS, INC.
By/s/Xxxxxxx X. Xxx
--------------------------------------
Its Vice President
EMPLOYEE:
/s/Xxxxxxx X. Xxx
_____________________________________
Xxxxxxx X. Xxx
