EXECUTIVE EMPLOYMENT CONTRACT
Employment, Noncompetition, and Nondisclosure Agreement
THIS AGREEMENT is entered into on 12th day of February, 1999 by American
Quantum Cycles, Inc., a Florida corporation, and Xxxx X. Xxxxxx (enter
employee's name), a resident of 00 Xxxxx Xxxxx, Xxxxxxxx, XX 00000
(enter employee's address).
WITNESSETH: WHEREAS, Employee is an employee of the Corporation, with access to
certain sensitive and confidential information and records of the Corporation,
and
WHEREAS, as a part of such employment, the Corporation has requested that the
Employee execute and deliver to it this Agreement;
NOW, THEREFORE, for good and valuable consideration from the Corporation,
including, but not limited to, the Employee's present employment with the
Corporation, Employee promises as follows:
1. Duties. Employee shall perform all work, duties, actions, and
services as directed by the Corporation. Employee shall substantially
devote Employee's entire work time, attention, and energies (exclusive
of vacation periods) to the Corporation's business. Employee shall not,
without the Corporation's consent, engage in any other conflicting or
extensive business activity, whether or not such activity is pursued
for gain or other financial advantage. However, the Employee may invest
personal assets if Employee's services will not be required for the
operation of the enterprises in which the investments are made.
2. Return of records. If Employee's employment by the Corporation
terminates, Employee shall immediately return to the Corporation all
records and documents pertaining to the Corporation's business,
including without limitation, any letters, customer lists, agreements,
graphs, artwork, papers, computer disks or other media, and all copies
of such items. Employee shall not turn over copies of such records or
documents, or the information contained in them, to any person or
entity, except as required by the Employee's work for the Corporation.
3. Noncompetition. For three (3) years after the termination of Employee's
employment with the Corporation, Employee shall not directly or
indirectly compete with the Corporation in any business of the kind
that has been conducted by the Corporation. Neither shall Employee
assist, either as an employee, consultant, or as an owner/officer, any
person or entity to compete with the Corporation in such a business.
4. Nondisclosure. Employee shall not at any time disclose to any person or
party, directly or indirectly, any of the secret or confidential
information of the Corporation. Such information includes, but is not
limited to, the names and addresses of all customers and suppliers, the
manufacturing processes, know-how, trade secrets, and all other similar
and related information of the Corporation.
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5. Good faith. At all times pertinent to this Agreement, Employee shall
act honestly and in good faith toward the Corporation in carrying out
Employee's responsibilities and duties under the Agreement.
6. Termination of employment. Employee's employment by the Corporation
will be for a period of 3 years from the date of the execution of
this Agreement, and will automatically terminate at the end of the
term. Employee's employment can terminate on two (2) weeks prior
notice, in writing, by either party to the other or on Employee's
death. The Corporation shall be deemed in default of this employment
contract should the Employee be given more than a fifteen percent (15%)
decrease in base salary; and/or the Employee is demoted in title and/or
position; and/or the Employee does not receive a regular base salary
paycheck for four (4) sequential pay periods. Despite the first two (2)
sentences of this paragraph, the Corporation can immediately terminate
Employee's employment without giving two (2) weeks prior notice if
cause for immediate termination exists. Such cause include, but are not
limited to:
x. xxxxx misconduct or gross mismanagement of Corporation
business;
b. after written notice, repeated failure to effectively or
efficiently perform Employee's duties under this Agreement;
c. Employee's violation of any part of this Agreement;
d. breach of Employee's duty of trust to the Corporation, its
directors, and its shareholders;
e. falsification of any information that Employee gives to any
officer or director of the Corporation;
f. Employee's intentional violation of any federal, state, or
local law, ordinance, or regulation that adversely affects the
Corporation, its directors, or its shareholders;
g. determination by a court of competent jurisdiction that
Employee is prohibited for any reason from performing
Employee's duties under this Agreement; and
h. any fraud, theft, or dishonesty by Employee that adversely
affects the Corporation or its board of directors.
7. Injunctive relief. Employee agrees that any breach of Employee's
promises in this Agreement may cause permanent or irreparable damage to
the Corporation and that consequently the Corporation will be entitled
to injunctive relief prohibiting any breach or to the specific
performance of this Agreement. This does not limit any other type of
relief that the Corporation might be entitled to for any breach of the
Agreement by Employee, including, but not limited to, an appropriate
award of compensatory damages or punitive damages or both.
8. Interpretation. It is intended by Employee and the Corporation that:
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a. this Agreement be reasonable interpreted in all respects to
give meaning and validity to Employee's promises;
b. any terms or limitation that may be required to uphold the
validity of the Agreement be inferred, with the understanding
that the Corporation have all the protection under the
Agreement as can be reasonable and properly be granted; and
c. the Agreement be construed and enforced in a manner fully
consistent with the understanding that the Employee and the
Corporation shall act in good faith at all times and in all
respects pertinent to the Agreement.
9. Consideration acknowledged. Employee acknowledges receiving, through
employment with the Corporation, good and valuable consideration for
Employee's promises in this Agreement. Employee agrees not to raise,
assert, or present any contentions to the contrary as a defense against
the enforcement of this Agreement.
a. Base Compensation:
For all the services rendered and to be rendered by the
Employee hereunder, the Corporation shall pay the Employee an
annual salary at the rate of $175,000.00, less such
withholding and other deductions as may be required by law or
any employee benefit plan in which the Employee participates,
payable in installments at such times as the Corporation
customarily pays its executive officers. During the employment
term, the Employee shall also be entitled to 2 weeks of
paid vacation and 10 days of paid sick leave and 5
paid personal days in each calendar year of the employment
term. The Employee shall be permitted to participate in such
life insurance, medical plan and other fringe benefit programs
of the Corporation as may exist from time to time on the same
basis as other senior executives.
b. Incentive Compensation:
In addition to the base compensation listed above in Section
9a, for each calendar year of the employment term the Employee
shall be entitled to the following performance based
incentives: (1) Cash and stock option incentives as approved
by Board of Directors, (2) Car allowance, $1000.00/month
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c. Expenses:
The Corporation will reimburse the Employee for all ordinary
and necessary out-of-pocket business expenses incurred by the
Employee in connection with the discharge of the Employee's
duties and responsibilities during the Employee's employment
term in accordance with the Corporation's expense approval
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procedures then in effect and upon presentation to the
Corporation of an itemized account and written proof of such
expenses. Extraordinary expenses shall be subject to the prior
approval of the Corporation's Chief Executive Officer.
10. Binding effect. This Agreement will bind the respective heirs,
executors, administrators, successors, and assigns of the Employee and
the Corporation. This Agreement may be amended from time to time as
necessary by the execution of an amending document by both parties.
Any/all executed Amendments to this Agreement constitute an integral
part of the Agreement, and will be interpreted as such.
11. Headings. The headings used in this Agreement are for reference only.
It is not intended that they be used to interpret the Agreement.
12. No waiver. No delay or failure of the Employee or the Corporation in
exercising any right in this Agreement will affect that right. Nor will
any exercise of a right affect any other right. Nor will a waiver of
any right constitute a continuing waiver of any subsequent right or any
other part of this Agreement.
13. Cumulative remedies. The parties' remedies under this Agreement or any
provision of law or otherwise are cumulative. Exercising any of the
remedies in the Agreement or under applicable law will not be
considered a waiver of any other remedies.
14. Severability. Any provision of this Agreement found invalid or
unenforceable will be severable from the remaining provisions, and the
rest of the Agreement will be valid and enforceable as stated.
15. Entire agreement. This Agreement replaces all prior discussions,
understandings, and oral agreements between the parties, and supercedes
any previously executed written agreement between the parties. Any
documents specifically outlined, referred to, or mentioned in this
Agreement are to be considered as an integral component of this
Agreement, and interpreted as such. This Agreement contains the entire
understanding between the parties on matters included here. The
Agreement cannot be modified unless it is done by an instrument or
amending document executed by both parties.
16. State law. This Agreement will be construed and governed according to
Florida law.
IN WITNESS WHEREOF, the parties have signed this Agreement intending it to be
effective on the date above.
Corporation: Employee:
AMERICAN QUANTUM CYCLES, INC. Printed name: Xxxx X. Xxxxxx
by: /s/ Xxxxxxx X. Xxxxx Signature: /s/Xxxx X. Xxxxxx
title: CEO
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