TEXTECHNOLOGIES, INC. EMPLOYMENT AGREEMENT
Exhibit
10.9
This
EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of March 1st, 2006, by and
between Xxxxx X. Xxxxx and Textechnologies, Inc. a publicly traded
company.
IT
IS
AGREED:
1. Employment
Term-
TEXTECHNOLOGIES, INC. hereby hires and retains XXXXX X. XXXXX General Counsel
of
TEXTECHNOLOGIES, INC. for an initial one year term commencing March
1st,
2006,
and to and including February 28th,
2007.
(“Initial Term”). This Agreement shall automatically renew for additional
one-year terms (each such term to be referred to herein as an “Additional Term”)
upon conclusion of the Initial Term and shall automatically renew thereafter
for
subsequent Additional Terms until otherwise terminated or not renewed by either
TEXTECHNOLOGIES, INC. or XXXXX X. XXXXX, as herein provided.
2. Duties
and Responsibilities-
XXXXX
X. XXXXX shall perform the duties and responsibilities of General Counsel in
accordance with TEXTECHNOLOGIES, INC. ’s Bylaws, rules and regulations. XXXXX X.
XXXXX shall perform such other duties and services as may be entrusted to XXXXX
X. XXXXX by TEXTECHNOLOGIES, INC. in accordance with its Bylaws and consistent
with the terms of this Agreement. During the term of this Agreement, XXXXX
X.
XXXXX shall be the official Secretary of TEXTECHNOLOGIES, INC., and XXXXX X.
XXXXX shall report and be responsible to the executive Director Xxxxx Xxxxxxxx.
2.1 Have
full and
exclusive authority to hire, compensate and terminate TEXTECHNOLOGIES, INC.
staff within the framework of the approved budget.
3. Compensation
3.1 Amount-
XXXXX
X. XXXXX shall be paid a monthly salary of $6,500.00, which amount can and
shall
increase from time to time as the Director deems meritable.
3.2 Payments-
Such
compensation payments shall be each month on the first day thereof.
4. Other
Activities-
XXXXX
X. XXXXX during the term of this Agreement , except as otherwise agreed directed
by the Director, may provide services for, work with or accept or receive any
payment, compensation or consideration from any other organization, firm,
society, person, corporation, or otherwise, for services to be performed or
performed by XXXXX X. XXXXX. However, said outside activities shall not
interfere with XXXXX X. XXXXX’x ability to perform his responsibilities under
this Agreement. In all such cases, XXXXX X. XXXXX shall inform the Director
of
such activities.
5. Expense
Reimbursement
5.1 In
General-
TEXTECHNOLOGIES, INC. shall pay or reimburse XXXXX X. XXXXX for all reasonable
expenses incurred by XXXXX X. XXXXX in the performance of his duties under
this
Agreement, and in accordance with the policies of and budget approved by
TEXTECHNOLOGIES, INC. , which expenses shall be subject to the approval of
the
Director.
6. Nondisclosure
of Confidential Information-
XXXXX
X. XXXXX shall not, during the term of this Agreement, or at any time
thereafter, impart to anyone any confidential information which XXXXX X. XXXXX
may acquire in the performance of his duties under this Agreement, except as
permitted by TEXTECHNOLOGIES, INC. or under compulsion of law.
7. Indemnification-
TEXTECHNOLOGIES, INC. shall indemnify, defend and hold and save XXXXX X. XXXXX,
his heirs, administrators or executors, and each of them, (XXXXX X. XXXXX’x
Designees) harmless from any and all actions and causes of action, claims,
demands, liabilities, losses, damages or expenses, of whatsoever kind and
nature, including judgments, interest and attorney’s fees and all other
reasonable costs, expenses and charges which XXXXX X. XXXXX or XXXXX X. XXXXX’x
Designees shall or may at any time or from time to time, subsequent to the
date
of the employment of XXXXX X. XXXXX by TEXTECHNOLOGIES, INC. , sustain or incur,
or become subject to by reason of any claim or claims against XXXXX X. XXXXX
for
any reason resulting from XXXXX X. XXXXX carrying out the terms and conditions
of this Agreement, except for gross negligence, willful misconduct or criminal
acts or omissions on the part of XXXXX X. XXXXX, and provided further that
XXXXX
X. XXXXX promptly notifies TEXTECHNOLOGIES, INC. of adverse claims or threatened
or actual lawsuits. XXXXX X. XXXXX shall cooperate in good faith with
TEXTECHNOLOGIES, INC. , its attorneys and agents in such case to the extent
possible. TEXTECHNOLOGIES, INC. reserves the right to select legal counsel
and
to settle or otherwise dispose of any such claims as it may decide.
8. Effects
of Agreement-
This
Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, successors and assigns. XXXXX X. XXXXX shall not
assign any part of his rights under this Agreement under any circumstances
This
Agreement shall continue in force and become an obligation of TEXTECHNOLOGIES,
Inc.’s successor.
9. Amendment
and Termination
9.1 Mutual
Agreement - This Agreement may be altered, amended or terminated at any time
by
the mutual written agreement signed by XXXXX X. XXXXX and the
Director.
9.2 Termination
-
This Agreement shall terminate upon the occurrence of any of the following,
with
written notice of one party to the other.
9.2.1 The
30th day
after the sending of a written notice of an intention to terminate by
TEXTECHNOLOGIES, INC. to XXXXX X. XXXXX;
9.2.2 Nonrenewal
of
this Agreement. Notice must be sent at one month prior to the expiration of
the
Initial Term or any Additional Term, as applicable.
9.2.3 The
bankruptcy or dissolution of TEXTECHNOLOGIES, INC.
9.2.4 The
death of
XXXXX X. XXXXX.
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9.2.5 The
absence
of XXXXX X. XXXXX by reason of physical or mental illness or other incapacity
or
inability of XXXXX X. XXXXX to perform his duties and obligations under this
Agreement for more than thirty (30) consecutive calendar days and upon seven
(7)
days’ prior written notification by TEXTECHNOLOGIES, INC. to XXXXX X. XXXXX of
an intent to terminate because of such absence or inability.
9.2.6 The
material
breach of this Agreement, or the grossly negligent or willful nonperformance
by
XXXXX X. XXXXX of his obligations under this Agreement or the commission of
dishonest, fraudulent or criminal acts on the part of XXXXX X. XXXXX.
9.2.7 Termination
by XXXXX X. XXXXX-
XXXXX
X. XXXXX may terminate his employment for the reasons set forth below, by giving
written notice of such termination to TEXTECHNOLOGIES, INC. at least thirty
(30)
days in advance of the termination date stated in such notice. Additionally,
in
the event XXXXX X. XXXXX decides not to renew this Agreement, she shall provide
written notice to TEXTECHNOLOGIES, INC. of his intention not to renew at least
thirty (30) days prior to the expiration of the Initial Term or any Additional
Term, as applicable.
9.2.8 TEXTECHNOLOGIES,
INC
may terminate XXXXX X. XXXXX’x employment for any reason whatsoever. In the
event of a termination by XXXXX X. XXXXX without Good Reason (as defined below),
or in the event XXXXX X. XXXXX decides not to renew this Agreement:
a. XXXXX
X.
XXXXX shall continue his work for TEXTECHNOLOGIES, INC. during the thirty (30)
day notice period, unless otherwise requested by TEXTECHNOLOGIES,
INC.
XXXXX
X.
XXXXX shall assist TEXTECHNOLOGIES, INC. in securing and training his successor,
as requested by TEXTECHNOLOGIES, INC. , during such period. In order to make
the
transition to a new General Counsel and the operation of TEXTECHNOLOGIES, INC
to
continue as smoothly as possible and without interruption, simultaneous with
his
thirty (30) day notice, XXXXX X. XXXXX shall submit a written exit/transition
strategy plan. The plan shall include recommendations and timetable for
assisting TEXTECHNOLOGIES, INC. in selecting a successor and for facilitating
the transition to a new Xxxxx X. Xxxxx Vice President. XXXXX X. XXXXX shall
continue to perform the duties and responsibilities of Xxxxx X. Xxxxx Vice
President during the thirty (30) day notice period, and shall cooperate as
may
be otherwise requested by TEXTECHNOLOGIES, INC. . TEXTECHNOLOGIES, INC. shall
pay XXXXX X. XXXXX any salary for the period worked; and
b. XXXXX
X.
XXXXX shall receive no termination compensation.
13.3.2
Termination of XXXXX X. XXXXX’x employment for “Good Reason” shall mean a
termination based on the occurrence, without XXXXX X. XXXXX’x express prior
written consent, of any of the following events:
a. Any
reduction
by TEXTECHNOLOGIES, INC. in XXXXX X. XXXXX’x salary;
b. The
assignment to XXXXX X. XXXXX of any duties inconsistent with his positions,
duties, responsibilities and status with TEXTECHNOLOGIES, INC., or any material
change in XXXXX X. XXXXX’x reporting responsibilities, titles or offices;
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c. A
requirement
to relocate, except for office relocations that would not increase XXXXX X.
XXXXX’x one-way commute distance by more than fifty (50) miles from the most
recent principal residence selected by XXXXX X. XXXXX prior to notice of
relocation and except for required travel on TEXTECHNOLOGIES, INC.
business;
d. The
failure
by TEXTECHNOLOGIES, INC. to cure any material breach by TEXTECHNOLOGIES, INC.
of
any provision of this Agreement within thirty (30) days after receipt of written
notice from XXXXX X. XXXXX of the breach;
e. The
failure
by TEXTECHNOLOGIES, INC. to obtain the assumption of this Agreement by any
successor or assign of TEXTECHNOLOGIES, INC. ; or
f. Any
purported
termination of XXXXX X. XXXXX’x employment which is not effected pursuant to
Section 13.2.
10. Other
Provisions
10.1 Joint
Effect of Agreement-
Nothing
in this Agreement shall be deemed to create a partnership or agency relationship
between TEXTECHNOLOGIES, INC. and XXXXX X. XXXXX to make XXXXX X. XXXXX jointly
liable with TEXTECHNOLOGIES, INC. for any obligation arising out of the
activities and services contemplated by this Agreement.
10.2 Section
Headings-
Section
headings and numbers have been inserted for convenience of reference only,
and
if these shall be any conflict between any such headings or numbers and the
text
of this Agreement, the text shall control.
10.3 Counterparts-
This
Agreement may be executed in one or more counterparts, each of which shall
be
considered an original, and all of which taken together shall be considered
one
and the same instrument.
10.4 Waiver-
Waiver
by either party of any term or condition of this Agreement or any breach shall
not constitute a waiver of any other term or condition or breach of this
Agreement.
10.5 Bond-
TEXTECHNOLOGIES, INC. may, at its option and expense, obtain a faithful
performance and fidelity bond on XXXXX X. XXXXX.
10.6 Execution
and Applicable Law-
This
Agreement shall be governed in accordance with the laws of the State of Maryland
in every respect. Any action or claim arising out of this Agreement must be
brought in a court located in the state of Maryland, USA.
10.7 Notices-
Any
notice or communication permitted or required by this Agreement shall be in
writing and shall become effective upon delivery or personal service or two
days
after the mailing thereof by certified mail, return receipt requested, postage
prepaid addressed:
10.7.1 If
to
TEXTECHNOLOGIES, INC. to :
Xxxxx Xxxxxxxx, Dir.
00-00
Xxx
Xxxxx
Xxxxxx,
XX0X
0XX
XX
4
10.7.2 If
to XXXXX
X. XXXXX, to:
00000 Xxxxxxxx Xx
Xxxxxxxxx, Xx 00000
XXX
11. Arbitration
11.1 All
disputes
arising out of or concerning the validity, interpretation or application of
this
Agreement, including without being limited to any claims that the application
of
this Agreement or the termination of the employment relationship established
by
this Agreement violates any federal, state, or local law, regulation, or
ordinance, shall be resolved timely and exclusively by final and binding
arbitration. Said Arbitration can take place anywhere within 20 miles of
Washington, DC. An arbitrator shall be chosen from a list of several, with
agreement between the parties on the final choice. The arbitration opinion
and
award shall be final and binding on TEXTECHNOLOGIES, INC. and XXXXX X. XXXXX
and
shall be enforceable by any court sitting within any jurisdiction, within or
without the United States. TEXTECHNOLOGIES, INC. and XXXXX X. XXXXX shall share
equally all costs of arbitration excepting their own attorney’s fees unless and
to the extent ordered by the arbitrator(s) to pay the attorneys’ fees of the
prevailing party.
11.2 The
Parties
recognize that this Section means that certain claims will be reviewed and
decided only before an impartial arbitrator or panel of arbitrators instead
of
before a court of law and/or a jury, but desire the many benefits of the
arbitration process over court proceedings, including speed of resolution,
lower
costs and fees, and more flexible rules of evidence. The arbitrator or
arbitrators duly selected shall have the same power and authority to order
any
remedy for violation of a statute, regulation, or ordinance as a court would
have; and shall have the same power to order discovery as a federal district
court has under the Federal Rule of Civil Procedure.
11.3 These
Sections 14.8 are intended by TEXTECHNOLOGIES, INC. and XXXXX X. XXXXX to be
enforceable under the Federal Arbitration Act
12. Entire
Agreement -
This
Agreement contains all of the terms agreed upon by the parties with respect
to
the subject matter of this Agreement and supersedes all prior agreements,
arrangements and communications between the parties concerning such subject
matter, whether oral or written.
13. Legal
Fees.
All
reasonable legal fees paid or incurred by XXXXX X. XXXXX pursuant to any dispute
or question of interpretation relating to this Agreement shall be paid or
reimbursed by TEXTECHNOLOGIES, INC. if XXXXX X. XXXXX is successful on the
merits pursuant to a legal judgment, arbitration or settlement.
14. Survival
of Terms.
Sections 10 and 11 of this Agreement shall survive the expiration or termination
of this Agreement.
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IN
WITNESS WHISEOF, the parties to this Agreement have signed it on the day and
date first written above.
| /s/ Xxxxx Xxxxxxxx |
 __________________________
|
|
Xxxxx
Xxxxxxxx, on
behalf of
Textechnologies,
Inc.
|
Xxxxx X. Xxxxx,
Esq.
|
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