EXHIBIT 10.3
EXECUTIVE MANAGEMENT AGREEMENT
This Agreement is made and entered into as of May 30, 2000 by and
between Bio-One Corporation, a Nevada Corporation ("Corporation"), and Xxxxx
Xxxxxxxx ("Executive").
The Corporation is engaged in the business of providing proprietary
Microscopy "Live Blood Cell Testing" and Naturopathic nutritional supplements
worldwide and is fully licensed by all applicable agencies to do so.
In consideration of the covenants herein contained and the monies to be
paid hereunder, the parties agree to the following terms and conditions:
1.12 EMPLOYMENT
The Corporation hereby employs the Executive, as its Vice-Chairman and
Corporate Secretary, and the Executive hereby agrees to such employment, on the
terms and conditions described in this Agreement. The Executive is being
employed directly by the Corporation as a salaried employee who will be
compensated for the services rendered as herein provided.
2.0 DUTIES AND PERFORMANCE
During the term of this Agreement, the Executive agrees to devote his
best full time efforts to perform all duties as shall be determined by and at
the reasonable discretion of the Corporation's Board of Directors, and is
charged with the responsibilities, duties and functions necessary to manage the
Corporation in an increasingly profitable manner so as to meet all of its
obligations and accumulate for investment and distribution to shareholders,
substantial and increasing amounts of cash flow.
3.0 COMPENSATION
a.) Base Salary:
During the term of this Agreement the Corporation shall pay to the
Executive, as compensation for his services hereunder, a base salary of TEN
THOUSAND DOLLARS ($10,000) per month (The " Base Salary"), which Base Salary
shall be payable in equal weekly installments, provided, however, that in the
event the Corporation changes its payroll policy which pertains to the frequency
of salary payments for its employees, the frequency of payment of the Base
Salary shall be adjusted accordingly, but no less frequent than monthly. During
the current fiscal year the Executive agrees to defer any portion of his
compensation that is in the mutual best interest of both parties. The
Corporation agrees to pay the deferred portion as soon as practical in the
fiscal year 2001.
b.) Vehicle Allowance:
The Corporation shall provide the Executive with a monthly vehicle
allowance in the amount of Three Hundred and Fifty Dollars ($350).
c.) Performance Bonus:
The Corporation shall pay the Executive a Performance Bonus as
determined by the Board of Directors.
d.) Performance and Compensation Review:
Reviews shall be conducted anually by the Board of Directors.
e.) Benefits:
Executive shall be entitled to all benefits and expenses reimbursement
that is consistent with those generally provided by the Corporation to its
employees.
4.0 TERM OF AGREEMENT
The obligations of the parties hereunder shall commence on May 30, 2000
and shall automatically be extended for additional one- (1) year periods.
5.0 TERMINATION OF EMPLOYMENT
(a) The Executive may elect to terminate His employment at any time,
provided that the Executive shall deliver to the Corporation written notice of
such intention not less than ninety (90) days prior to the effective date of
termination. If Executive elects to terminate employment, the Corporation may
accelerate the termination date to any date more than (30) days after written
notice of such election is given the Corporation.
(b) The Corporation may elect to terminate the Executive's employment,
with cause, at any given time. It is expressly understood and agreed that the
employment established hereby may be terminated at any time by the Company for
cause upon thirty (30) days prior written notice. As used herein the term
"cause" shall mean (1) dishonesty, fraud, willful and persistent inattention to
his duties and/or acts amounting to gross negligence or willful misconduct,
making derogatory statements concerning the Company (after written notice of the
same to Executive), misappropriation of funds (i) for personal gain, or (ii) in
violation of any law, judgment, decree, or order of any governmental authority,
misappropriation of any corporate opportunity or being convicted of a felony;
and (2) any material failure to follow policies and directives of the Board of
Directors of the Company.
(c) Continuation of Certain Benefits. Upon termination of Executive's,
employment, Executive shall be entitled to continue to receive the compensation
and benefits described in Section 3.f for a period of ninety (90) days following
the effective date of such termination.
1.06 COVENANT NOT TO COMPETE
Executive hereby agrees that during the term of Executive's employment
by the Corporation and for a period of twenty four (24) months from the date of
termination or expiration of such employment, the Executive will not, directly
or indirectly, own, manage, operate, join, control or participate in the
ownership, management, operation or control, of or be connected with, in any
manner, any business within two hundred fifty (250) miles of any location of the
Corporation established or managed during the term of Executive's employment by
the Corporation, which shall be in competition with any business engaged in by
the Corporation as of the termination of Executive's employment. The Executive
agrees that the remedy at law for any breach by the Executive of the foregoing
will be inadequate and that the Corporation shall be entitled to injunctive
relief. If any provisions of this paragraph shall be held invalid, the Executive
agrees that such provisions shall be severed and the balance thereof shall
remain valid and enforceable. In the event that a court of competent
jurisdiction determines that the scope of business restricted or the time or
geographic limitations imposed are too broad to be capable of enforcement, the
Executive agrees that such court may ignore such provisions and instead enforce
the provisions as to such scope, time and geographical area as the court deems
proper.
1.07 NON DISCLOSURE OF INFORMATION CONCERNING BUSINESS
(a) Obligations of Executive:
Executive shall not at any time, in any fashion, form or manner, either
directly or indirectly, divulge, disclose, or communicate to any person, firm,
or corporation, or other entity, or utilize for his own benefit, in any manner
whatsoever, any trade secrets or any information of any kind, nature of
description concerning any matters affecting or relating to the business of the
Corporation including, but not limited to, the names of any of the Corporation's
agents or any other information concerning the business of the Corporation or
its manner of operation without regard to whether any or all of the foregoing
matters would be deemed confidential, material, or important, except with the
express written consent of the Corporation. Provided however, the foregoing
shall not apply in the event the Executive is required, by court order or is
otherwise required by law or by a governmental agency, to disclose information
concerning business.
(b) Property of Corporation:
All tangible, confidential information and other documentation, either
directly or indirectly, coming into the possession of Executive in the course of
Executive's employment, shall remain the property of the Corporation and shall
be returned to the Corporation immediately upon the expiration of the term of
Executive's employment. Thereafter, Executive shall not reduce to writing or
otherwise record any of the proprietary or confidential information disclosed to
him during Executive's employment.
(c) Corporation and Executive Stipulate:
Corporation and Executive hereby stipulate that, as between them, the
foregoing matters are important, material, and confidential, and gravely affect
the effectiveness and successful
conduct of the business of the Corporation and its goodwill, and that any breach
of the terms of this Section 7.0 is a breach of this Agreement.
1.04 NON-INTERFERENCE
(a) Obligations of Executive:
Executive will not at any time, in any fashion, form or manner, either
directly or indirectly, for himself or on behalf of any other person, persons,
firm, partnership, entity, corporation, the Corporation or business, call upon
any customer or employee of the Corporation for the purpose of soliciting a
business or promotional relationship with respect to any customer or employee.
(b) Corporation and Executive Stipulate:
The Corporation and Executive hereby stipulate that, as between them,
the foregoing matters are important, material and gravely affect the
effectiveness and successful conduct of the business of the Corporation and its
goodwill, and that any breach of the terms of this Section 8.0 is a breach of
this Agreement.
1.03 INVALID PROVISION
The invalidity or unenforceability of a particular provision of this
Agreement shall not affect the other provisions hereof, and the Agreement shall
be construed in all respects as if such invalid or unenforceable provisions were
omitted.
1.04 MODIFICATION
No change or modification of this Agreement shall be valid unless in
writing and signed by the parties hereto.
1.05 ARBITRATION
If a dispute arises from or relates to this Agreement or the breach
thereof or otherwise from the relationship of the parties or its termination and
if the dispute cannot be settled through direct discussions, the parties agree
to endeavor first to settle the dispute in an amicable manner by mediation
administered by the American Arbitration Association under its Commercial
Mediation Rules before resorting to arbitration. Thereafter, any unresolved
controversy or claim arising from or relating to this Agreement or breach
thereof shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules and judgment on
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
1.06 APPLICABLE LAW, BINDING EFFECT, AND ASSIGNABILITY
This Agreement shall be governed by and interpreted under the laws of
the State of Florida and shall inure to the benefit of and be binding upon the
parties hereto and their heirs, personal representatives, successors and
assigns. Venue for any action or proceeding arising out of this Agreement shall
lie in Seminole County, Florida. This Agreement is assignable by the Corporation
with the written consent of the Executive but is not assignable by Executive.
1.07 PRIOR AGREEMENTS
This Executive Management Agreement supersedes any existing employment
agreements between the parities hereto.
IN WITNESS WHEREOF, the undersigned have hereunto executed the Agreement on the
date set forth above.
"Executive" "Corporation"
XXXXX XXXXXXXX BIO-ONE CORPORATION
Signature: /s/ Xxxxx Xxxxxxxx Signature: /s/ Xxxxxx Xxxxxxxxx
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By: Xxxxxx Xxxxxxxxx, Vice-Chairman
