EXHIBIT 99(i)
EMPLOYMENT AGREEMENT PRIVATE
This agreement ("Agreement") is made and entered into this the 20th_ day of
February 2001 by and between American International Ventures, Inc. f/k/a
American Precious Metals, Inc., a Delaware corporation, ("Company"), TLM
Industries, Inc., a New Jersey corporation ("Employer") and Xxxxxxx
Xxxxxxxxxxxxx ("Employee"), in accordance with the terms and conditions herein.
*WITNESSETH*
WHEREAS, on even date herewith, Company acquired all of the issued and
outstanding stock ownership rights of Employer pursuant to a certain Stock
Exchange Agreement, and resultantly, Employer now is a wholly owned subsidiary
of Company,
WHEREAS, the parties desire to enter into this Employment Agreement,
subject to the terms and conditions herein,
* * *
NOW THEREFORE, in consideration of the mutual terms and conditions herein,
the parties hereto do hereby covenant and agree as set forth herein.
I
EMPLOYMENT
Commencing on the date hereof ("Effective Date") and continuing throughout
the term of this Agreement, Employee agrees to function as Chairman of the
Employer and Executive Vice President of the Company, and shall report to the
Chairman or President of the Company. In such capacities, Employee will perform
all services and duties incident to that position as assigned to him from time
to time by the Chairman or President of the Company.
II
TERM
Subject to the other terms and conditions herein, Employer agrees to employ
Employee for a period of three (3) years from the Effective Date, and, except as
provided in Section III, Employee agrees to serve exclusively as an employee of
Employer for the stated three (3) year period.
III
DEVOTION OF EMPLOYEE TO BUSINESS OF EMPLOYER
3.01. Except as provided in section 3.01 below, during the term of this
Agreement, Employee shall devote all of his time, attention, knowledge and
skill, solely and exclusively, to the business of Employer or its subsidiaries.
Further, Employee expressly agrees that during the term hereof, he will not be
involved, directly or indirectly, in any form, fashion or manner as a partner,
officer, director, stockholder, consultant, employee or in any other capacity,
in any business trade, regardless of whether such business or trade is similar
to Employer's business or any allied trade; provided that, nothing contained
herein shall be deemed to preclude Employee from making personal investments in
the securities of any publicly traded company if such securities owned by
Employee do not exceed five percent (5%) of the issued and outstanding capital
stock of such publicly traded company.
3.02. Notwithstanding anything contained herein to the contrary, Employee,
from time to time on a limited basis, may purchase and sell artwork for a
profit, provided that such activity does not interfere with his function as an
employee of the Company.
IV
COMPENSATION AND EXPENSES
4.01. Employee shall receive an annual salary of $78,000. The annual period
will commence of the Effective Date (or anniversary date thereof) and continue
for twelve (12) months. On each anniversary of the Effective Date during the
Term, Employee's annual salary will be increased by ten percent from the prior
annual salary amount. Amounts payable as salary shall be paid in accordance with
Employer's normal payroll cycle.
4.02. As additional compensation, Employee will participate in a monthly
bonus program that equals two percent (2%) of the gross sales of the Company for
each month gross sales exceed $50,000, however, not to exceed $500,000. Payment
of the monthly bonus will be made to Employee within thirty (30) days from the
end of the applicable month.
4.03. Any amount payable as salary or bonus shall be subject to applicable
federal, state, and local withholding requirements.
4.04. During the Term of the Agreement, Employee will be entitled to
receive the fringe benefits provided in this Section 4.04. Employee will
participate in the Employer's group health plan currently in existence, or such
other group health plan approved by Company. In addition, Employee is entitled
to three (3) weeks of paid vacation during each year of this Agreement at such
times as mutually agreed upon by the Company and Employee. Employee will not be
able to accrue vacation to subsequent years. Employee will be entitled to use an
automobile at the expense of the Company not to exceed $500 per month (inclusive
of taxes), and shall be insured and maintained at the Employer's expense.
4.05 Employee shall be entitled to reimbursement for all accountable
ordinary or necessary business expenses incurred by Employee in connection with
his services to Employer pursuant to this Agreement.
4.06. Employee will be entitled to participate in the Company's stock
option plan that may be established for key individuals and key employees,
subject to the discretion of the Board of Directors of the Company, and further
subject to shareholder approval, if required.
V
DEATH OR DISABILITY DURING EMPLOYMENT
5.01. If, by reason of mental or physical disability, Employee shall fail
or be unable to perform his duties under this Agreement for a period of ninety
(90) consecutive days or for one hundred and fifty (150) days during an twelve
month period, Employer thereafter, at its option, may terminate this Agreement
by providing Employee with written notice of such termination. All obligations
of Employer under this Agreement will terminate upon Employee's receipt of such
notice.
5.02. Upon the death of Employee, all obligations of Employer under this
Agreement will terminate effective as of the date of death, except that,
Employee's spouse will be entitled to receive for an additional ninety (90) days
following such death, (i) insurance coverage under the Employer's group health
plan, and (ii) a death benefit equal to Employee's salary pro-rated for the
ninety (90) day period payable in accordance with Employer's payroll cycle and
subject to applicable federal, state, and local withholding requirements, if
any.
VI
TERMINATION BY EMPLOYER FOR CAUSE
6.01. Employer, in its sole discretion, may terminate this Agreement for
Cause (as defined below) by providing written notice to Employee. Upon receipt
of such termination notice, all terms, provisions and obligations of this
Agreement will terminate effective upon the date of such notice.
6.02. Cause, as stated herein, shall mean a willful or intentional act of
Employee involving dishonesty or moral turpitude, the willful disregard for
Employee's obligations and responsibilities under this Agreement, or the breach
of Employee's covenant of confidentiality stated in Section 7.01 or covenant of
non-competition stated in Section 7.02.
VII
COVENANTS OF EMPLOYEE
7.01. Confidentiality. Employee acknowledges that as a result of acting in
his capacity as Employee, he will have or gain access to certain confidential
information and data of the Company and that such information and data
constitutes valuable, special and unique property of the Company. Accordingly,
as consideration for entering into this Agreement, Employee, directly or
indirectly, in any capacity, through one or more intermediaries, agents,
affiliates, corporations or other parties or entities covenants and agrees that,
at all times from and after the date of this Agreement, he will not reveal or
otherwise disclose, at any time, to any competitor of the Company or any other
person, firm, corporation, association or other entity any of the confidential
information or data which Employee may have acquired in connection with the
business and operations of the Company, including without limitation, all
confidential information or data in any way related to the Company's vendors,
distributors, sales representatives, suppliers, customers, contracts, processes,
business strategies and business techniques, Company Documents (as described in
Section 7.02) or Trade Rights (as described in Section 7.02). In addition,
Employee covenants and agrees that he will not use the confidential information
and data, Company Documents and Trade Rights for his own benefit,
notwithstanding the fact that Employee, directly or indirectly, does not reveal
or otherwise disclose to any party such confidential information or data,
Company Documents or Trade Rights. The covenants contained in this Section 7.01
will survive the termination of this Agreement for any reason.
7.02. Company Documents and Trade Secrets. Employee covenants and agrees
that (i) all documents, records, notebooks and similar repositories containing
information acquired by Employee relating to the business of the Company or its
subsidiaries irrespective of when acquired (collectively, "Company Documents"),
and (ii) all ideas, markings, drawings, designs, logos, insignias, inventions,
trademarks, trade names, trade dress, service marks and other trade rights which
have been conceptualized, drafted, created or otherwise designed by Employee
during the term of this Agreement and pertaining to the business of the Company,
irrespective of whether any of the foregoing are capable of being patented,
trademarked, service marked or copyrighted (collectively, "Trade Rights") will
be at all times the sole and exclusive property of the Company. Additionally,
upon termination of this Agreement for any reason, Employee will surrender to
the Company possession of the Company Documents and the Trade Rights not later
than the last day of this Agreement. Moreover, Employee further covenants that
he shall not retain any notes, copy, or other facsimile of the Company Documents
or Trade Rights.
7.03. Covenant Not To Compete. As additional consideration for the
execution of this Agreement, Employee covenants and agrees that, at all times
from and after the date of this Agreement and for a period of two (2) years
thereafter, he will not, directly or indirectly, engage in any business in the
State of New Jersey which is competitive with that of the Company or accept
employment with a competitor of the Company or render services to a competitor
of the Company as an officer, agent, employee, consultant or other capacity, or
solicit or accept business that is competitive with such business being
conducted by the Company.
7.04. Severability of Covenants. The covenants set forth in the sections
7.01, 7.02 and 7.03 ("Covenants") each constitute separate agreements
independently supported by good and adequate consideration, and each shall
survive this Agreement. The existence of any claim by Employee against the
Company for any reason, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement of the Covenants. If any provision
of this Agreement is held to be illegal, invalid or unenforceable under any
present or future law or by a court of competent jurisdiction, such provision
shall be fully severable from the Agreement and this Agreement shall be
construed and enforced as if such provision never comprised a part of hereof and
the remaining provisions of this Agreement shall be in full force and effect.
Furthermore, in lieu of such illegal, invalid or unenforceable provision, there
shall be added automatically as part of this Agreement, a provision as similar
in terms to such illegal, invalid or unenforceable provision as may be possible
as, ensuring, however, that such provision is legal, valid and enforceable.
7.05. Definitions. The term "Company" as stated in this Article VII shall
mean the Company and its subsidiaries, including the Employer.
VIII
NOTICES
Any notice or other communication required or permitted hereunder shall be
made in writing, and shall be deemed to have been given if placed in a reputable
overnight delivery service, delivery prepaid, or if personally delivered,
addressed as follows;
Company: 000 Xxxxxxxxx Xxxxxx
Xxxx, Xxx Xxxxxx 00000
Employer: 00 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Employee: 00 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
IX
MISCELLANEOUS PROVISIONS
9.01. The rights and befits of Company and Employer under this Agreement
shall inure to their respective successors, heirs and assigns. The obligations
of Employee hereunder are personal and non-transferable except that rights and
benefits hereunder shall inure to the benefit of the heirs, executors and legal
representatives of Employee.
9.02. This Agreement shall be construed and enforced in accordance with the
laws of the State of New Jersey.
9.03. This Agreement constitutes the entire agreement among the parties and
supersedes all other prior and contemporaneous agreements, written or otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
provided above.
COMPANY
American International Ventures, Inc.
/s/ Xxxx Xxxxxxx
----------------
Xxxx Xxxxxxx
President
EMPLOYER
TLM Industries, Inc.
/s/Xxxxxxx Xxxxx
----------------
Xxxxxxx Xxxxx
President
EMPLOYEE
/s/ Xxxxxxx Xxxxxxxxxxxxx
-------------------------
Xxxxxxx Xxxxxxxxxxxxx
