Employment Agreement
EMPLOYMENT AGREEMENT DATED AS OF April 1, 1999, by and between Eurotech
LTD. a District of Columbia corporation with offices at 0000 00xx Xxxxxx, XX,
Xxxxx 000, Xxxxxxxxxx, XX 00000 (the "Corporation") and Xxxxx Xxxxxxx dba
F.I.I.C. with offices at 00 Xxx Xxx Xxxxx, Xxxx #0, Xxxxx, XX 00000 (the
"Employee").
Whereas, the Corporation desires to engage Xxxxx Xxxxxxx dba F.I.I.C. in
the capacity of President and CEO to perform services for the Corporation, and
the Employee desires to perform such services, on the terms and conditions set
forth in this agreement.
NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein, the parties agree as follows:
1. EMPLOYMENT
The Corporation hereby employs Employee and Employee hereby accepts such
employment under the terms and conditions hereinafter contained, beginning
as of the date first set forth above.
2. DUTIES; AGREEMENT TO SERVE
So long as he is employed hereunder, employee shall be the President and
Chief Executive Officer (CEO) of the Corporation and Employee shall
perform such duties for the Corporation consistent with his position and
office as may be assigned to him from time to time by the Board of
Directors.
3. COMPENSATION
(a) So long as Employee is employed hereunder, the Corporation shall pay
to Employee as compensation for his services, subject to subsection
(b) of this Paragraph 3, and Employee agrees to accept as full
payment thereof, an annual salary of $140,000 payable in equal
weekly installment or such other installments as Employee may
reasonably request.
(b) The Corporation shall issue upon signing this agreement with the
employee 60,000 shares of Common Stock and at the end of the first
year an additional 60,000 shares of Common Stock of Common Stock,
and on every anniversary (April 1) of this agreement will be issued
an additional 75,000 shares of Common Stock based on performance,
which such shares of common stock shall be "restricted securities"
and shall remain restricted until such time as the securities are
registered unless an exemption from registration permits the
transfer thereof. A performance review will be conducted yearly by
the Board of Directors, yearly bonuses, additional stock and other
salary increases based on review by the Board of Directors will be
done on the anniversary date of this contract. Nothing contained
Exhibit 1
herein shall be deemed to limit or prevent Employee from receiving
and accepting such additional benefits, emoluments, privileges,
rights, pensions, bonuses, insurance, and the likes as the Board of
Directors shall deem proper and in the best interests of the
Corporation. Neither the Corporation's grant nor Employees receipt
of any such additional benefits, emoluments, privileges, rights,
pensions, bonuses, insurance and the like shall be deemed to affect,
modify, impair, or amend the terms of this agreement.
4. REMBURSEMENT OF EXPENSES
The Corporation agrees to reimburse Employee for all reasonable business
expenses actually and properly incurred by Employee in the discharge of
his duties hereunder, upon presentation by Employee of vouchers or other
documentation reasonably satisfactory to the Corporation substantiating
such expense.
The Company agrees to reimburse Employee for moving / relocation expenses
incurred by the Employee to move his personal property to Washington D.C.
5. BENEFITS
In addition to the compensation under Paragraph 3, Employee, during the
term of this Agreement, shall be entitled to participate in all pension,
retirement, and profit-sharing plans, and other fringe benefits, including
without limitation, medical, hospital, major medical, life insurance, long
term and short term disability and statutory disability coverage which the
corporation will pay. From time to time the Company will make generally
available to other employees of the Corporation, on the same basis as such
plan or plans and benefits are made generally available to such
individuals (subject however, to the provisions of said plans), of for the
benefit of the Employee alone or solely for the officers of the
Corporation. The Board of Directors may also include Employee as a
participant in any management-incentive, stock option, bonus, or similar
plan established by the Board of Directors, subject, however, to the
provisions of any such plan or plans.
The Company agrees to lease an automobile (from the existing lease) for
the use of the Employee.
GENERAL BENEFITS:
In addition to the compensation under Paragraph 3, Employee, during the
term of this Agreement, the Employee shall be entitled to the following
general benefits: Three (3) Weeks of Vacation per year, all legal
holidays.
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6. COVENANT NOT TO COMPETE; CONFIDENTIALITY
(a) Employee covenants that, during the term of his employment by the
Corporation, and for a period of one year thereafter, he will not
engage directly or indirectly, in, or serve as an employee or
consultant to, any Competing Business and shall not lend assistance
of kind to such Competing Business. For the purposes of this
Agreement, "Competing Business" shall be deemed to mean any person,
firm or corporation (other than an entity which is or hereafter
becomes an affiliate of the Corporation) which within a fifty mile
geographical radius of the area where the Corporation shall or
markets its products or services, is engaged in the sale or
marketing of information systems or services. Employee's ownership
or holding, directly or indirectly, of securities constituting less
than two percent (2%) of the issued and outstanding securities of
any corporation, the securities of which are regularly traded on a
national securities exchange or in the over-the-counter market,
which would otherwise be prohibited by the foregoing provisions,
shall conclusively be deemed not to be in breach of Employee's
covenant set forth herein.
(b) Employee further covenants that during the term of his employment,
and for a period of three years thereafter, irrespective of whether
any utilize, furnish or make accessible to anyone (other than in the
regular course of the business of the Corporation) or use for his
own benefit, gain or otherwise, any information concerning any
inventions, discoveries, improvements, processes, computer software
programs, know-how, ideas, trade secrets, customer lists, or any
confidential materials; data, information or instructions, technical
or otherwise, issued or proclaimed, for the sole use of the
Corporation, disclosed to him or in any way acquired by him during
his employment hereunder; it being the intent of the Corporation,
with which Employee agrees, to restrict him from disseminating or
using any information which is unpublished and not readily available
to the general public. The parties hereby stipulate that all such
information is confidential material and affects the successful
conduct of the business and the goodwill of the Corporation. Nothing
herein shall restrict Employee from disseminating, or otherwise
using any information which is published or which is or becomes
readily available to the general public through no action by
Employee.
(c) Employee agrees that his engagement in any competition with the
Corporation in violation of his undertaking pursuant to subparagraph
(a) of this Paragraph 6 or the disclosure by him of any confidential
material may result in irreparable injury and damage to the
Corporation which will not be adequately compensable in money
damages; that the Corporation may have no adequate remedy at law
therefor, and that the Corporation may obtain such preliminary,
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temporary or permanent mandatory or restraining injunctions, orders
or decrees as may be necessary to protect it against or on account
of any breach by Employee of the foregoing.
(d) Employee agrees that upon any termination of his employment, whether
voluntary or involuntary, or with cause, he will notify any new
partner, associate, or any other person, firm or corporation with
whom he becomes associated in any capacity whatsoever, of the
existence of this Agreement and the provisions of this Paragraph 6,
and that the Corporation may give similar notice thereof.
(e) The covenants by Employee set forth in this Paragraph 6 shall be
construed as an agreement independent of this or the provisions of
any other agreement between the parties. The existence of any claim
or cause of action by Employee against the Corporation, whether
predicated upon this or any other agreement or otherwise, shall
therefore not constitute a defense by Employee to the enforcement of
the provisions of this Paragraph 6.
(f) While the restriction set forth in this Paragraph 6 are considered
by the parties to be reasonable in all circumstances, it is
recognized that restrictions of the nature in question may fail for
reasons unforeseen, and accordingly it is hereby agreed and declared
that if any such restrictions shall be adjudged to be void as going
beyond what is reasonable in all the circumstances for the
protection of the interests of the Corporation but would be valid if
part of the wording thereof were deleted, or the period thereof
reduced, or the range of activities or area dealt with thereby
reduced in scope, the said transaction shall apply with such
modifications as may be necessary to make it valid and effective.
7. DISABILITY
For the purposes of this Agreement, "permanent disability" shall mean
Employee's inability to perform his duties for a period of six consecutive
months, by reason of any physical or mental incapacity, in a manner
substantially consistent with the manner in which he had performed such
duties prior to the first occurrence of such inability; provided, however,
that if a disability insurance policy is maintained by the Corporation for
the benefit of Employee, the definition of "permanent disability" for this
Agreement shall also include any condition defined by the six month
anniversary of the date which Employee first became unable to perform his
duties as provided in Paragraph 7. Employee shall be entitled to his full
pay and benefits until the date of permanent disability, reduced by any
disability benefit payments to him until such date.
8. (a.) Notwithstanding anything herein contained to the contrary, the
Corporation shall have the right to terminate Employee's employment
hereunder immediately upon the occurrence of any of the following
circumstances:
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(i) Upon determination of the Board of Directors with cause;
(ii) Employee's conviction of a felony;
(iii) Employee's breach of any of the material terms of this
Agreement, provided such breach remains uncured 30 days after
the Corporation gives Employee written notice of such breach;
(iv) Employee's death; or
(v) Employee's permanent disability, as defined in Paragraph 7
hereof.
(b) In the event that this Agreement is terminated without cause
pursuant to Paragraph 8(a)(i) hereof, Employee shall be entitled to
receive the weekly compensation contemplated by Paragraph 3(a) for
the remainder of the term of this Agreement.
(c) For the purpose of this Agreement, the term "cause" as used in
Paragraph 8(a)(i). above shall mean: Employee's willful misconduct
or neglect of duties or commission of other acts or failure to act
which are determined by the Board of Directors to be contrary to the
best interests of the Corporation.
9. TERM AND RENEWAL
Unless sooner terminated as provided herein, the term of this Agreement
shall be for a term commencing as of the date hereof, and extending to and
through March 31, 2002. This Agreement shall be automatically renewed on
April 1, 2002 for a three year period and each third anniversary date
thereof for three-year periods unless either party shall, not later than
90 days before the expiration of the term then in effect, given written
notice of his or its intention not to renew. Any such renewal shall be
upon the same terms and conditions as contained in this Agreement,
provided, however, that the compensation provided for as of the date
hereof for the initial term may be modified as the parties shall agree for
each such successive term and any such modification shall be incorporated
into an amendment hereto executed by the parties.
10. EMPLOYEE'S WARRANTIES
Employee warrants that he has full power and authority to enter into this
Agreement and that such act, and the performance of his obligations
hereunder, will not conflict with any other agreements or undertakings to
which he is party or to that he will fully indemnify the Corporation and
hold it harmless from and against any and all such claims, charges or
liabilities, including reasonable attorneys' fees, incurred by the
Corporation in connection therewith.
11. NOTICES
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Any and all notices or other communications given under this agreement
shall be in writing and shall be deemed to have been duly given on the
date of delivery, if delivered in person, or 3 days after by mailing, if
mailed within the continental United States, postage paid, by registered
or certified mail, to the party entitled to receive same, at his or its
address or addresses as either party shall specify in a notice given in
conformity with the provisions of the paragraph. Copies of all notices or
other communications given to the corporation shall be sent to Xxxxxxxx
Xxxxx et al, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000 Attention: Xxxxxxx
XxXxxx, Esq.
12. MISCELLANEOUS PROVISIONS
(a) This instrument represents the entire Agreement between the parties
and supersedes any prior agreements or understandings among the with
respect to the subject matter hereof. No provision hereof,
including, without limitation, this Paragraph 12, may be amended,
modified, terminated, or revoked except by writing signed by all
parties hereto.
(b) This Agreement contemplates the personal services of Employee dba
F.I.I.C., and neither this agreement nor any of the rights herein
granted to Employee of the duties assumed by him hereunder may be
assigned by him. This Agreement, and the rights of the Corporation
hereunder, may be assigned by the Corporation only in connection
with the sale of the business of the Corporation. This Agreement
shall be binding upon and inure to the benefit of the parties and
their respective heirs, legal representatives, successors, and
assigns, except as otherwise provided in this Agreement.
(c) No waiver of any breach or default hereunder shall be considered
valid unless in writing, and no such waiver shall be deemed a waiver
of any subsequent breach or default of the same or similar nature.
(d) If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only
such provision and shall not in any manner affect or render invalid
or unenforceable any other severable provision of this Agreement,
and this Agreement shall be carried out as any such invalid or
unenforceable provision were not contained herein.
(e) This agreement is a contract made under the laws of the District of
Columbia and shall in all respects be governed by and construed in
accordance with the laws of the District of Columbia.
(f) The captions and headings contained in this Agreement are for
convenience only and shall not be construed as a part of this
agreement.
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(g) This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of which shall
constitute an instrument.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of this
1st day of April 1999.
Eurotech, Ltd.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Chairman of the Board
Employee:
By: /s/ Xxxxx Xxxxxxx / DBA, F.I.I.C.
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Xxxxx Xxxxxxx / dba F.I.I.C.
