EMPLOYMENT AGREEMENT
EXHIBIT
10.5
Employment
Agreement, between EarlyDETECT Inc, (the "Company") and
Xxxxxxx
Xxxxxxx (the "Employee").
1. For
good
consideration, the Company employs the Employee on the following terms and
conditions.
2. Term
of
Employment: Subject to the provisions for termination set
forth
below this agreement will begin on April 1, 2004 and continue
through
August 31, 2009.
3. Salary:
The Company shall pay Employee a salary of $240,000 per year, for the services
of the Employee, payable at regular payroll periods.
Salary will be paid monthly. Accrued but unpaid Salary shall be paid
immediately
upon the Completed Capital Raise. Officer loans or expenses
shall be deducted from Deferred Salary before Deferred Salary is
paid.
The salary shall be upwardly adjusted for inflation based on increases
in the Consumer Price Index for all consumers, Los Angeles,
Orange
County, Riverside County metropolitan area, using September 1,2004 as a base,
unless sooner terminated.
Health
Insurance Benefit: Employee will be allowed One Thousand dollars
per month for all Health, Dental & Life Insurance coverage, any
expenditures over that amount must be approved by the Board of Directors, and
may be withheld. Bonus: Executive is entitled to an annual bonus, not to exceed
100% of his annual salary, the specific amount
of
which shall be determined annually at the discretion of the
Board of
Directors.
Options:
Employee is entitled to purchase up to 200,000 common shares
annually, at the price of $2.50 per share, with a five year
option
to exercise those options.
4. Duties
and Position: The Company hires the Employee in the capacity
of CEO/President/Treasurer. The Employee's duties may be reasonably
modified at the Company's direction from time to time.
5. Reimbursement
of Expenses: The Employee may incur reasonable expenses
for furthering the Company's business, including expenses for entertainment,
travel, and similar items. The Company shall reimburse
Employee
for all business expenses after the Employee presents an itemized account of
expenditures, pursuant to Company policy.
6. Vacation:
The Employee shall be entitled to a yearly vacation of four weeks at full
pay.
7. Disability:
If Employee cannot perform the duties because of illness
or incapacity for a period of more than twenty two weeks, the
compensation otherwise due during said illness or incapacity will be
reduced
by 50 (fifty) percent. The Employee's full compensation will be reinstated
upon return to work. However, if the Employee is absent from
work for
any reason for a continuous period of over six months, the Company may terminate
the Employee's employment, and the Company's obligations under this agreement
will cease on that date.
9.
Death
Benefit: Should Employee die during the term of employment,
the Company shall pay to Employee's estate any compensation
due
through the end of the month in which death occurred.
10. Restriction
on Post Employment Competition: For a period of 3 (three) years after the end
of
employment, the Employee shall not control, consult to or be employed by any
business similar to that conducted
by the Company, either by soliciting any of its accounts or
by
operating within Employer's general trading area.
11. Assistance
in Litigation: Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as
it may
reasonably require in connection with any litigation in which
it is,
or may become, a party either during or after employment.
12. Effect
of
Prior Agreements: This agreement supersedes any prior
agreement between the Company or any predecessor of the Company
and the
Employee, except that this agreement shall not affect or operate
to reduce any benefit or compensation inuring to the Employee
of a
kind elsewhere provided and not expressly provided in this
agreement.
13. Settlement
by Arbitration: Any claim or controversy that arises
out of or relates to this agreement, or the breach of it, shall be
settled by arbitration in accordance with the rules of the American
Arbitration Association. Judgment upon the award rendered may be entered in
any
court with jurisdiction.
14. Limited
Effect of Waiver by Company. Should Company waive breach
of
any provision of this agreement by the Employee, that waiver will
not
operate or be construed as a waiver of further breach by the
Employee.
15. Severability:
If, for any reason, any provision of this agreement
is held invalid, all other provisions of this agreement shall
remain
in effect. If this agreement is held invalid or cannot be enforced,
then to the full extent permitted by law any prior agreement between
the Company (or any predecessor thereof) and the Employee shall
be
deemed reinstated as if this agreement had not been executed.
16. Assumption
of Agreement by Company's Successors and Assignees: The
Company's rights and obligations under this agreement will inure to the
benefit and be binding upon the Company's successors and assignees.
17. Oral
Modifications Not Binding: This instrument is the entire agreement
of the Company and the Employee. Oral changes shall have no
effect.
It may be altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
Signed
this 1 day of April, 2004.
|
/s/
Xxxxx
Xxxxxx
|
/s/
Xxxxxxx
Xxxxxxx
|
|
EarlyDETECT,
Xxxxx Xxxxxx, Director
|
Xxxxxxx
Xxxxxxx, CEO, Employee
|
