FORM OF
EMPLOYMENT AGREEMENT
This Employment Agreement made and entered into on this, the 1st day of April,
2001 by and between Xxxxxxx X. Xxxxxxxx, an individual whose address is 0000
X.X. 0xx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000, (hereinafter referred to as
"Xxxxxxxx") and the World Roller Alliance, Inc., a Florida Corporation, 000 X.X.
0xx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000, (hereinafter referred to as the
"Company") concerning Xxxxxxxx'x employment as CHIEF EXECUTIVE OFFICER/PRESIDENT
of the Company.
WITNESSETH:
1. EMPLOYMENT: The Company hereby agrees to employ Xxxxxxxx in
the capacity stated above, and Xxxxxxxx hereby accepts said employment
pursuant to the terms and conditions hereinafter set forth.
2. TERM: The term of this Agreement shall be for Five (5) years
from the date first listed above. Upon each anniversary thereof, if not
otherwise terminated prior to said anniversary or in default, or otherwise
amended as provided for herein, the term and all provisions of this Agreement
shall be automatically extended in one (1) year increments unless the Company
or Xxxxxxxx gives notice to the contrary.
3. COMPENSATION: The Company shall pay to Xxxxxxxx as
compensation for any and all services rendered in any capacity a base salary of
ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS AND NO CENTS ($125,000.00) per
annum, which shall be payable in a manner consistent with pay periods to be
established by the Company for all executives. Said initial base annual salary
may be increased by the Board of Directors of the Company to such extent,
if any, as is deemed appropriate based on annual, semi-annual or other
non-scheduled review of Xxxxxxxx'x performance. In addition to said salary as
described herein, the Company may from time to time, pay Xxxxxxxx additional
bonuses, if any, as the Board of Directors may determine to be warranted.
4. EXPENSES: In addition to the compensation hereinabove
provided, the Company shall reimburse Xxxxxxxx for, or absorb the ordinary,
necessary and reasonable business expenses incurred by Xxxxxxxx in the interest
of and for the benefit of the Company.
In addition, the Company shall upon the effective date of
this Agreement or within a reasonable time thereafter provide an automobile
of a model judged suitable to the position of President of the Company for the
use of Xxxxxxxx in connection with his employment. The Company shall pay for
adequate liability and collision insurance, complete maintenance and care
of said automobile during the term of this Agreement and all gas and oil used
in said automobile while Xxxxxxxx is performing his duties and
responsibilities as listed herein (excluding Xxxxxxxx'x travel to and from
work). The Company shall reimburse Xxxxxxxx for any long distance telephone
charges incurred in performing his duties as listed herein or any other
reasonable expenses associated with the performance of the duties of President
of the Company.
5. INSURANCE: Xxxxxxxx shall be entitled to any and all life and
health insurance and/or medical related benefits as customarily provided to
all executives of the Company when such benefits become available. Said life
and health insurance and/or medical related benefits shall be provided at
Company expense for Xxxxxxxx. The Company shall also provide Xxxxxxxx with
"Corporate Officers and Directors Liability" insurance coverage.
6. DUTIES AND AUTHORITY: Xxxxxxxx shall, using his best judgment,
be responsible for coordinating, reviewing, modifying and overseeing all work
and/or employees or independent contractors of the Company and shall direct
the overall operations of the Company in a manner consistent with the accepted
methods of the industry/business in which the Company operates.
Xxxxxxxx agrees to devote substantially his entire time
and best efforts to the business of the Company. The expenditure of
reasonable amounts of time for charitable or civic activities or
fulfillment of any military obligations (Reserves/National Guard/etc.),
however, will not be deemed a breach of this Agreement. The making of passive
personal investments will not be prohibited hereunder, provided said
investments do not materially interfere with the services required to be
rendered to the Company or conflict with the business of the Company or any
division or subsidiary.
7. ILLNESS DURING THE TERM OF THIS AGREEMENT: Xxxxxxxx shall be
entitled to the same number of sick leave days per year as established by the
Company for all executives. The Board of Directors of the Company shall
have the authority to extend this number if warranted.
8. WORKING FACILITIES: The Company shall furnish Xxxxxxxx with
facilities and services suitable to his position and adequate for the
performance of his duties and obligations.
9. VACATIONS: A formal vacation policy for the Company has not
been established, however, Xxxxxxxx shall be entitled to the same amount of
annual vacation time as all senior executives of the Company, with such
period extended as may be mutually agreed in writing without loss of
compensation.
10. TERMINATION AGREEMENT: In addition to any other provisions
of this Agreement, this Agreement shall terminate upon the happening of any of
the following events:
(a) If Xxxxxxxx decides to terminate his employment, he
may do so upon thirty (30) days written notice to the Company, by certified
mail. Accrued unused sick time and vacation time shall be paid to Xxxxxxxx
along with reimbursement of any outstanding expenses incurred prior to such
resignation.
(b) Upon breach of any provision or covenant required
to be performed or observed, or any material act of fraud, gross negligence
or willful misfeasance by Xxxxxxxx, the Company may terminate this Agreement
by written notice to Xxxxxxxx of said breach by certified mail. Such action
shall require a 2/3 majority vote of the Company's Board of Directors.
(c) Whenever the Company and Xxxxxxxx shall mutually
agree in writing to terminate this Agreement. In such case, a negotiated
buy-out settlement of the remaining portion of this Agreement shall be
entered into between Xxxxxxxx and the
Company.
(d) The Company or it's operating division/subsidiary in
which Xxxxxxxx functions shall cease operation.
11. APPLICABLE LAW: This Agreement shall be governed by and
construed pursuant to the laws of the State of Florida, where it was made and
executed.
12. NOTICES: Any notices required to be given hereunder
pursuant to the provisions of this Agreement shall be in writing and sent
certified mail to the parties at the addresses listed in the preamble of
this document or any amended addresses provided by or to the Company.
13. ARBITRATION: In the event any controversy or question
arises with respect to the interpretation of any term or provision of this
Agreement or in the event the party against whom or which a breach of this
Agreement is claimed believes, in good faith, that (a) no breach has
occurred; or (b) that the party claiming a breach of this Agreement has also
breached the Agreement, then prior to the institution of any legal
proceedings, the matter or matters shall be settled by arbitration before
three (3) arbitrators, one of whom is selected by each party and the third to
be selected by the arbitrators selected by Xxxxxxxx and the Company. Said
arbitration shall be conducted in accordance with the rules of the American
Arbitration Association and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. The place of this
arbitration shall be at the discretion of the Company.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
on the day and year first written above.
COMPANY: WORLD ROLLER ALLIANCE, INC.
By:
----------------------------------
Xxxxx X. Xxxxxxx
Secretary of the Corporation
DHANJI: By:
----------------------------------
Xxxxxxx X. Xxxxxxxx
WITNESS: ______________________________
Sworn to and subscribed before me this the ___ day of __________, 2001 in the
County and State aforesaid.
________________________
Notary Public
State of Florida
My commission expires:
